WARRANT AGREEMENT Agreement made as of _________ __, 2004 between Great Wall Acquisition Corporation, a Delaware corporation, with offices at 660 Madison Avenue, 15th Floor, New York, New York 10021 ("Company"), and Continental Stock Transfer & Trust...Warrant Agreement • February 25th, 2004 • Great Wall Acquisition Corp • Blank checks • New York
BETWEENUnderwriting Agreement • February 25th, 2004 • Great Wall Acquisition Corp • Blank checks • New York
GREAT WALL ACQUISITION CORPORATION Sherleigh Associates LLC 660 Madison Avenue New York, New York 10021 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the...Service Agreement • December 4th, 2003 • Great Wall Acquisition Corp
This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering ("IPO") of the securities of Great Wall Acquisition Corporation ("GWAC") and continuing until the consummation by GWAC of a "Business Combination" (as described in GWAC's IPO Prospectus), Sherleigh Associates LLC shall make available to GWAC certain office and secretarial services as may be required by GWAC from time to time, situated at 660 Madison Avenue, 15th Floor, New York, New York 10021. In exchange therefore, GWAC shall pay Sherleigh Associates LLC the sum of $500 per month on the Effective Date and continuing monthly thereafter.
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the ___nd day of ________, 2003, by and among: Great Wall Acquisition Corporation, a Delaware corporation (the "Company"); and the undersigned...Registration Rights Agreement • December 4th, 2003 • Great Wall Acquisition Corp • New York
CHINACAST EDUCATION CORPORATION Common Stock, Par Value .0001 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • December 2nd, 2009 • Chinacast Education Corp • Services-educational services • Delaware
The Company represents and warrants to the several Underwriters as of the date hereof and as of each Closing Date (as defined below), and agrees with the several Underwriters that:
Broadband Capital Management LLC 805 Third Avenue 15th Floor New York, New York 10022 Re: Great Wall Acquisition Corporation ---------------------------------- Gentlemen: This letter will confirm the agreement of the undersigned to each purchase...Warrant Purchase Agreement • December 4th, 2003 • Great Wall Acquisition Corp
This letter will confirm the agreement of the undersigned to each purchase warrants ("Warrants") of Great Wall Acquisition Corporation ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradeable until 90 days after the effective date of the Company's IPO unless Broadband Capital Management LLC ("Broadband") informs the Company of its decision to allow earlier separate trading.
INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of ________ ____, 2004 by and between Great Wall Acquisition Corporation ("Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's Registration...Investment Management Trust Agreement • January 13th, 2004 • Great Wall Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of ___________ ___, 2004 ("Agreement") by and among GREAT WALL ACQUISITION CORPORATION, a Delaware corporation ("Company"), KIN SHING LI, JUSTIN TANG, DR. YA-QIN ZHANG, DR. XIAOLIN ZHONG and JACK...Stock Escrow Agreement • January 13th, 2004 • Great Wall Acquisition Corp • Blank checks • New York
BROADBAND CAPITAL MANAGEMENT LLC 805 THIRD AVE., 15TH FLOOR NEW YORK, NEW YORK 10022 SELECTED DEALERS AGREEMENT Dear Sirs: 1. Registration under the Securities Act of 1933, as amended (the "ACT"), of the 4,000,000 Units* of Great Wall Acquisition...Selected Dealers Agreement • February 25th, 2004 • Great Wall Acquisition Corp • Blank checks • New York
BETWEENUnderwriting Agreement • January 13th, 2004 • Great Wall Acquisition Corp • Blank checks • New York
400,000 UNITS OFPurchase Option Agreement • February 25th, 2004 • Great Wall Acquisition Corp • Blank checks • New York
RIGHTS AGREEMENT CHINACAST EDUCATION CORPORATION and Continental Stock Transfer & Trust Company, as Rights Agent Dated September 26, 2011Rights Agreement • September 30th, 2011 • Chinacast Education Corp • Services-educational services • Delaware
Rights Agreement, dated as of September 26, 2011 (as amended, supplemented or otherwise modified from time to time, the “Rights Agreement”) between ChinaCast Education Corporation, a Delaware corporation (the “Company”), and Continental Transfer & Trust Company, a New York banking corporation (the “Rights Agent”).
SERVICE AGREEMENTService Agreement • March 29th, 2010 • Chinacast Education Corp • Services-educational services
The Company has agreed to employ the Executive and the Executive has agreed to serve the Company as an employee of the Company on the terms and conditions set out below.
Exclusive Option AgreementExclusive Option Agreement • February 8th, 2012 • Chinacast Education Corp • Services-educational services
This Exclusive Option Agreement (this "Agreement") is executed by and among the following Parties as of December 31, 2010 in Shanghai, the People’s Republic of China (“China” or the “PRC”):
Share Pledge AgreementShare Pledge Agreement • February 8th, 2012 • Chinacast Education Corp • Services-educational services
This Share Pledge Agreement (this "Agreement") has been executed by and among the following parties on December 31, 2010 in Shanghai, the People’s Republic of China (“China” or the “PRC”):
AMENDED AND RESTATED WARRANT CLARIFICATION AGREEMENTWarrant Clarification Agreement • November 14th, 2006 • Great Wall Acquisition Corp • Blank checks • New York
This Warrant Clarification Agreement (this “Agreement”), dated November 10, 2006, is to the Warrant Agreement, dated as of March 23, 2004 (the “Warrant Agreement”), by and between Great Wall Acquisition Corporation, a Delaware corporation, with offices at 660 Madison Avenue, 15th Floor, New York, New York 10021 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
SECURITY AGREEMENTSecurity Agreement • December 13th, 2006 • Great Wall Acquisition Corp • Blank checks • New York
SECURITY AGREEMENT dated as of December 7, 2006, between Great Wall Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Debtor”), and DBS Bank Ltd, as administrative agent and security agent (the “Administrative Agent”).
AMENDED AND RESTATED WARRANT CLARIFICATION AGREEMENTWarrant Clarification Agreement • November 27th, 2006 • Great Wall Acquisition Corp • Blank checks • New York
This Warrant Clarification Agreement (this “Agreement”), dated November 22, 2006, is to the Warrant Agreement, dated as of March 23, 2004 (the “Warrant Agreement”), by and between Great Wall Acquisition Corporation, a Delaware corporation, with offices at 660 Madison Avenue, 15th Floor, New York, New York 10021 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
PLEDGE AGREEMENT among BEIJING COL NETWORK TECHNOLOGY CO., LTD. as Pledgor SHENZHEN ZHONGXUN TENGINVESTMENT DEVELOPMENT CO., LTD. as Pledgor TIBET TIANTAI INVESTMENT MANAGEMENT CO., LTD. as Pledgor and CHINACAST CO., LTD. and CHINACAST TECHNOLOGY...Pledge Agreement • May 12th, 2006 • Great Wall Acquisition Corp • Blank checks • Shanghai
This PLEDGE AGREEMENT (the “Agreement”) is entered into as of November 15, 2000, by and among BEIJING COL NETWORK TECHNOLOGY CO., LTD, a limited liability company organized and existing under the laws of the People’s Republic of China (“PRC”), (“Beijing Col”); SHENZHEN ZHONGXUN TENG INVESTMENT DEVELOPMENT CO., LTD., a limited liability company organized and existing under the laws of the PRC (“Shenzhen Zhongxun”); TIBET TIANTAI INVESTMENT MANAGEMENT CO., LTD., a limited liability company organized and existing under the laws of the PRC (“Tibet Tiantai”) (Beijing Col, Shenzhen Zhongxun and Tibet Tiantai are referred to collectively as the “Pledgors”); ChinaCast Co., Ltd., a limited liability company organized and existing under the laws of the PRC (hereinafter “CCL”), and ChinaCast Technology (Shanghai) Limited, a wholly foreign-owned limited liability enterprise organized and existing under the laws of the PRC as pledgee and secured party (hereinafter “CCT Shanghai”).
Borrowing Notice and acknowledgmentBorrowing Notice and Acknowledgment • May 24th, 2012 • Chinacast Education Corp • Services-educational services
This Borrowing Notice and Acknowledgment (the “Borrowing Notice”), dated as of May 18, 2012, is made in accordance with Section 5.2 of that certain Notes and Warrants Purchase Agreement (the “Agreement”), dated as of April 10, 2012, by and among ChinaCast Education Corporation, a Delaware corporation (the “Company”), and the Purchasers named therein. All capital terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
June 27, 2008 Mr. David Salanic Fir Tree, Inc. Dear Mr. Salanic:Warrant Agreement • July 3rd, 2008 • Chinacast Education Corp • Services-educational services
This letter agreement between Fir Tree Value Master Fund, L.P. and Fir Tree Capital Opportunity Master Fund, L.P. (collectively, the “Warrantholder”) and ChinaCast Education Corporation (the “Company”) sets forth the understanding between the parties in connection with the exercise by the Warrantholder of 3,007,200 warrants (the “Warrants”) currently held by the Warrantholder.
BORROWING NOTICE AND ACKNOWLEDGMENTBorrowing Notice • May 23rd, 2012 • Chinacast Education Corp • Services-educational services
This Borrowing Notice and Acknowledgment (the “Borrowing Notice”), dated as of May 18, 2012, is made in accordance with Section 5.2 of that certain Notes and Warrants Purchase Agreement (the “Agreement”), dated as of April 10, 2012, by and among ChinaCast Education Corporation, a Delaware corporation (the “Company”), and the Purchasers named therein. All capital terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
TECHNICAL SERVICES AGREEMENT By and Among CHlNACAST TECHNOLOGY (SHANGHAI) LIMITED THE CCLX SHAREHOLDERS and CHlNACAST LI XIANG CO LTD Dated as of 11th August 2003Technical Services Agreement • August 14th, 2006 • Great Wall Acquisition Corp • Blank checks • Beijing
This TECHNICAL SERVICES AGREEMENT (“Agreement”) is entered into as of 11th August 2003, by and among ChinaCast Technology (Shanghai) Limited, a wholly foreign-owned limited liability enterprise organized and existing under the laws of the People’s Republic of China (“PRC”) (“CCT Shanghai”); CHINACAST LI XIANG CO LTD (CHINESE CHARACTERS), a limited liability company organized and existing under the laws of the PRC (“CCLX”); CHINACAST CO., LTD. a limited liability company organized and existing under the laws of the PRC, (“CCL”); and LI WEI, an individual and citizen of the PRC, (“LW”) (CCL and LW are referred to collectively as the “CCLX Shareholders”). CCLX and CCT Shanghai are each individually referred to herein as a “Party” and both are collectively referred to herein as the “Parties”.
CHINACAST EDUCATION HOLDINGS LIMITED WU SHI XING WINTOWN ENTERPRISES LIMITED SHANGHAI RUBAO INFORMATION TECHNOLOGY CO., LTD. WUHAN JIYANG EDUCATION INVESTMENT CO., LTD. AND HUBEI INDUSTRIAL UNIVERSITY BUSINESS COLLEGEShare Transfer Agreement • August 27th, 2010 • Chinacast Education Corp • Services-educational services • Hong Kong
THIS SHARE TRANSFER AGREEMENT (this “Agreement”) is made on August 19, 2010 (the “Effective Date”) in Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”) by and among:
Share Transfer AgreementShare Transfer Agreement • August 17th, 2009 • Chinacast Education Corp • Services-educational services
WHEREAS, Chongqing Hai Lai Technology Education Development Co., Ltd. is a limited liability company incorporated in Chongqing City (hereinafter the “Target Company”). The Target Company invested and established Foreign Trade and Business College of Chongqing Normal University (hereinafter “FTBC”), and owned the relevant interests and rights in FTBC pursuant to Cooperation School Running Agreement dated as of October 25, 2003.
NOTES AND WARRANTS PURCHASE AGREEMENTNotes and Warrants Purchase Agreement • August 27th, 2012 • Chinacast Education Corp • Services-educational services • New York
This Notes and Warrants Purchase Agreement (this “Agreement”) is made and entered into as of August 24, 2012, by and among ChinaCast Education Corporation, a Delaware corporation (the “Company”), Fir Tree Value Master Fund, L.P. (“Fir Tree Value”), Fir Tree Capital Opportunity Master Fund, L.P. (“Fir Tree Capital” and, collectively with Fir Tree Value, “Fir Tree”), Lake Union Capital TE Fund, LP (“Lake Union Capital TE”), MRMP Managers LLC (“MRMP”), Harkness Trust (“Harkness”), Ashford Capital Partners, L.P. (“Ashford”), Anvil Investment Associates, L.P. (“Anvil”), Columbia Pacific Opportunity Fund, L.P. (“Col-Pac”), Special Situations Fund III QP, L.P. (“SSF III”), Special Situations Cayman Fund, L.P. (“SSF Cayman”), Parsifal Partners LLC (“Parsifal”), Park Financial Corporation (“Park”), Derek Feng, Doug Woodrum, Daniel Tseung, Stephen Markscheid, Allen R. DeCotiis, Alan N. Colner, Fred Tarter, Sanford M. Schwartz, Stamps Family Partnership III, LP (“Stamps”), Peter Keane, Howard S.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 27th, 2012 • Chinacast Education Corp • Services-educational services • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 24th day of August, 2012 by and among ChinaCast Education Corporation, a Delaware corporation (the “Company”), the parties listed on Schedule A attached hereto (the “Initial Investors”) and the parties listed on Schedule B attached hereto (the “Additional Investors” and, collectively, with the Initial Investors, any Affiliate or permitted transferee of any Initial Investor or Additional Investor who is a subsequent holder of any Warrants or Registrable Securities, the “Investors”). Capitalized terms used herein have the respective meanings ascribed thereto in the Note and Warrant Purchase Agreement, dated as of August 24, 2012 (the “Purchase Agreement”), among the Company and the Investors unless otherwise defined herein.
Acquisition Agreement By and among ChinaCast Education Corporation, Yu Pei Information Technology (Shanghai) Limited and Beijing Heng Tai Jufu Investment Limited. (Summary Translation)Acquisition Agreement • February 15th, 2008 • Chinacast Education Corp • Services-educational services
This Agreement, dated February 11, 2008, by and among ChinaCast Education Corporation (“ChinaCast”), a Delaware corporation, Yu Pei Information Technology (Shanghai) Limited, the wholly-owned China subsidiary of ChinaCast (“ChinaCast” or “Yu Pei” or “Transferee”), and Beijing Heng Tai Jufu Investment Limited (“Heng Tai” or “Transferor”), a shareholder of 80% of outstanding shares of Hai Lai Education Technology Limited (“Hai Lai”). Pursuant to this Agreement, the Transferee shall acquire the entire shareholdings of Hai Lai currently held by Heng Tai. Hai Lai holds 100% of the Foreign Trade Business College of Chongqing Normal University (“FTBC”) and Hai Yuen Company Limited(“Hai Yuen”), a newly set up service company.
CREDIT FACILITY AGREEMENT dated as of December 7, 2006 between GREAT WALL ACQUISITION CORPORATION The LENDERS Party Hereto and DBS BANK LTD, as Administrative Agent Up to S$62,000,000Credit Facility Agreement • December 13th, 2006 • Great Wall Acquisition Corp • Blank checks • New York
CREDIT FACILITY AGREEMENT dated as of December 7, 2006, between GREAT WALL ACQUISITION CORPORATION, the LENDERS party hereto, and DBS BANK LTD, as Administrative Agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 25th, 2009 • Chinacast Education Corp • Services-educational services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 23rd day of November, 2009, by and among, ChinaCast Education Corporation, a Delaware corporation (the “Company”); and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
DATED THIS 29th DAY OF March 2004 BY AND AMONG CHINACAST TECHNOLOGY (SHANGHAI) LIMITED CHINACAST TECHNOLOGY (BVI) LIMITED THE CCLX SHAREHOLDERS AND CHINACAST LI XIANG CO LTD REVENUE AND COST ALLOCATION AGREEMENTRevenue and Cost Allocation Agreement • August 14th, 2006 • Great Wall Acquisition Corp • Blank checks
TECHNICAL SERVICES AGREEMENT By and Among CHINACAST TECHNOLOGY (SHANGHAI) LIMITED THE CCL SHAREHOLDERS and CHINACAST CO., LTD. Dated as of November 15, 2000Technical Services Agreement • October 20th, 2006 • Great Wall Acquisition Corp • Blank checks • Beijing
This TECHNICAL SERVICES AGREEMENT (“Agreement”) is entered into as of November 15, 2000, by and among ChinaCast Technology (Shanghai) Limited, a wholly foreign-owned limited liability enterprise organized and existing under the laws of the People’s Republic of China (“PRC”) (“CCT Shanghai”); CHINACAST CO. LTD., a limited liability company organized and existing under the laws of the PRC (“CCL”); and BEIJING COL NETWORK TECHNOLOGY CO., LTD, a limited liability company organized and existing under the laws of the People’s Republic of China (“PRC”), (“Beijing Col”); SHENZHEN ZHONGXUN TENG INVESTMENT DEVELOPMENT CO., LTD., a limited liability company organized and existing under the laws of the PRC (“Shenzhen Zhongxun”); TIBET TIANTAI INVESTMENT MANAGEMENT CO., LTD., a limited liability company organized and existing under the laws of the PRC (“Tibet Tiantai”) (Beijing Col, Shenzhen Zhongxun and Tibet Tiantai are referred to collectively as the “CCL Shareholders”). CCL and CCT Shanghai are
July 16, 2008 Capela Overseas Ltd. Dear Michael Barth:Warrant Agreement • July 22nd, 2008 • Chinacast Education Corp • Services-educational services
This letter agreement between Capela Overseas Ltd. (the “Warrantholder”) and ChinaCast Education Corporation (the “Company”) sets forth the understanding between the parties in connection with the exercise by the Warrantholder of 94,117 warrants (the “Warrants”) currently held by the Warrantholder.
Reference Translation Agreement on transfer of exclusive operating right of Beijing Tsinghua Tongfang Education Training School Between Tsinghua Tongfang Co. Ltd And Beijing Tongfang Digital Education Technology LimitedExclusive Operating Right Agreement • October 20th, 2006 • Great Wall Acquisition Corp • Blank checks
This Exculsive Operating Right Agreement (the “Agreement”) is entered into as of 15 June 2005 in the PRC, by and between the following parties (the “Parties”)
UNIT PURCHASE OPTION CLARIFICATION AGREEMENTUnit Purchase Option Clarification Agreement • November 14th, 2006 • Great Wall Acquisition Corp • Blank checks • New York
This Unit Purchase Option Clarification Agreement (this “Agreement”), dated November 6, 2006 is to amend the Unit Purchase Option, dated as of March 23, 2004 (the “Option”), issued by Great Wall Acquisition Corporation, a Delaware corporation, with offices at 660 Madison Avenue, 15th Floor, New York, New York 10021 (“Company”), to Broadband Capital Management LLC, with offices at 712 Fifth Avenue, 49th Floor, New York, New York 10019 (“Option Holder”).
