Ross Systems Inc. Enters into a Settlement Agreement and Mutual General Release with Sunshine Mills, Inc 09/6/2011 Ross Systems Inc. entered into a settlement agreement and mutual general release with Sunshine Mills, Inc. relating to all litigation matters pending between the parties, which will become effective upon the payment by Ross, in cash, of $9.0 million to Sunshine Mills and the placement of an additional $500,000 into escrow, on or prior to September 7, 2011, as further described below. Under the terms of the Settlement Agreement, for the dismissal of the Lawsuits (as hereinafter defined, and except for the Insurance Lawsuit) with prejudice and a general release of all claims against Ross, CDC Software, Inc., CDC Software Corporation, and CDC Corporation, Ross agreed that, no later than September 7, 2011, it will: pay an aggregate of $9.0 million in cash to Sunshine Mills, and deposit $500,000 into an escrow account. The Escrow Deposit shall be maintained until such time as Sunshine Mills provides an affidavit attesting that it is no longer using Ross software. In the event that such affidavit is provided on or before December 15, 2011, the entirety of the Escrow Deposit, together with any interest accrued thereon, shall be disbursed to Sunshine Mills. In the event that Sunshine Mills fails to provide such affidavit by December 15, 2011, $235,200 of the Escrow Deposit shall be disbursed to Ross. The lawsuits covered by the Settlement Agreement include: Sunshine Mills, Inc. v. Ross Systems, Inc.; Civil Action Number 33-CV-2008-900023, in the Circuit Court of Franklin County, Alabama; Sunshine Mills, Inc. v. Illinois Union Insurance Company and Ross Systems, Inc.; Case No. 3:11-cv-03079-AKK, in the United States District Court for the Northern District of Alabama, Northwestern Division; Ross Systems, Inc. v. Sunshine Mills, Inc.; Case No. 1:11-cv-00410-SCJ, in the United States District Court for the Northern District of Georgia, Atlanta Division; and Sunshine Mills, Inc. v. Ross Systems, Inc., et al; Civil Action Number CV-2011-900036 in the Circuit Court of Franklin County, Alabama. The parties also agreed to the filing, within three business days of the receipt by Sunshine Mills of agreed upon settlement funds in the amount of $487,500 from Illinois Union Insurance Company, of a stipulation or motion for dismissal of the Insurance Lawsuit.
Sunshine Mills Litigation On September 7, 2011, upon payment by Ross Systems, Inc. (“Ross”), a subsidiary of CDC Software Corporation, of $9.0 million in cash to Sunshine Mills, Inc. and $500,000 into escrow, the settlement agreement and mutual general release, by and between Ross and Sunshine Mills, Inc. became effective.