INITIAL SHAREHOLDER LOCK-UP AGREEMENTInitial Shareholder Lock-Up Agreement • September 23rd, 2010 • Compass Acquisition CORP • Services-educational services • New York
THIS AGREEMENT (this “Agreement”) is dated as of September 16, 2010 by and between Compass Acquisition Corporation, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and the persons set forth the signature page hereto (each a “Shareholder” and collectively, the “Shareholders”).
ContractCompass Acquisition CORP • September 23rd, 2010 • Services-educational services • New York
THIS WARRANT AND THE ORDINARY SHARES ISSSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
SHARE INVESTMENT AGREEMENT Dated as of August 10, 2011 between Beijing Tsingda Century Investment Consultant of Education Co., Ltd. and Beijing YIYING Angel Education Consulting Co., Ltd. and Yitong Chen, President of Beijing YIYING Angel Education...Share Investment Agreement • February 4th, 2013 • Tsingda eEDU Corp • Services-educational services
Supplementary AgreementSupplementary Agreement • February 4th, 2013 • Tsingda eEDU Corp • Services-educational services
Whereas the Company, YIYING Angel, and Yitong Chen entered into the Shares Investment Agreement (the “SIA”) dated August 10, 2011; and
Translated from Chinese] Employment ContractCompass Acquisition CORP • October 12th, 2010 • Services-educational services
According to the provisions of the Labor Law of the People’s Republic of China, Contract Law of the People’s Republic of China and other applicable laws and regulations, Party A and Party B hereby reach the following agreement through friendly consultations and on the principle of free will and equality.
Cooperation AgreementCooperation Agreement • February 4th, 2013 • Tsingda eEDU Corp • Services-educational services
COMPASS ACQUISITION CORPORATIONLetter Agreement • January 4th, 2011 • Tsingda eEDU Corp • Services-educational services • New York
This letter agreement is made and entered into by and between Compass Acquisition Corporation, a Cayman Island exempted company (“Compass”), and Eastbridge Investment Group Corporation, an Arizona corporation (“Eastbridge”), in accordance with the terms and conditions herein.
Agreement on Tsingda Learning Center Service StationTsingda eEDU Corp • February 4th, 2013 • Services-educational services
HOLDBACK ESCROW AGREEMENTHoldback Escrow Agreement • September 23rd, 2010 • Compass Acquisition CORP • Services-educational services • New York
This Holdback Escrow Agreement (this “Agreement”) is dated as of September 16, 2010, by and among Compass Acquisition Corporation, an exempted company incorporated in the Cayman Islands with limited liability, (the “Company”), Zhong Hui Rong (Fujian) Fund Ltd acting as the Lead Purchaser (the “Lead Purchaser”) and Collateral Agents, LLC, with an address at 122 East 57th Street, 3rd Floor, New York, NY 10022 (the “Escrow Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Securities Purchase Agreement.
Supplementary AgreementSupplementary Agreement • February 4th, 2013 • Tsingda eEDU Corp • Services-educational services
Whereas the Parties wish to supplement certain terms of the Investment Agreement with regard to the matters stated below.
FOUNDING SHAREHOLDER LOCK-UP AGREEMENTFounding Shareholder Lock-Up Agreement • September 23rd, 2010 • Compass Acquisition CORP • Services-educational services • New York
THIS AGREEMENT (this “Agreement”) is dated as of September 16, 2010 by and between Compass Acquisition Corporation, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and Tsingda Century Education Technology Co. Ltd., an exempted company incorporated in Belize (the “Shareholder”).
PLAN OF MERGER OF TSINGDA EEDU CORPORATION AND TEC MERGER SUBPlan of Merger • January 24th, 2013 • Tsingda eEDU Corp • Services-educational services
SECURITIES PURCHASE AGREEMENT Dated as of September 16, 2010 among COMPASS ACQUISITION CORPORATION and THE PURCHASERS LISTED ON EXHIBIT ASecurities Purchase Agreement • September 23rd, 2010 • Compass Acquisition CORP • Services-educational services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of September 16, 2010 by and among Compass Acquisition Corporation, an exempted company incorporated in the Cayman Islands with limited liability, (the “Company” or “Compass”) and each of the Purchasers of Units whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
CONTRIBUTION AGREEMENTContribution Agreement • January 24th, 2013 • Tsingda eEDU Corp • Services-educational services
THIS CONTRIBUTION AGREEMENT (the “Agreement”) is made as of January 24, 2013, by and between MA Platform, Inc., Tsing Da Century Education Technology Co., Ltd., Yangyi Yu, Ji Qing Wang, Capvent Asia Consumption Co-Investment Fund Ltd, Yun Hui Yu, Yu Sheng, Kang Chungmai, Zhang Meng Kung, Yang Fanbin, Feng Chengxiang and Li Li (collectively, the “Contributing Shareholders”), and TEC Merger Sub, a company organized under the laws of the Cayman Islands (the “Company”).
Investment AgreementInvestment Agreement • February 4th, 2013 • Tsingda eEDU Corp • Services-educational services
Subject to the terms and conditions set forth in this Agreement, the parties hereto agree with the followings referring to Asian Outstanding Students Admissions Union Ltd (AOSA), which has registered in British Columbia BC since 2011.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • June 3rd, 2010 • Compass Acquisition CORP • Blank checks • New York
THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this “Agreement”) is entered this the 24th day of May 2010, by and among Compass Acquisition Corporation, a Cayman Islands exempted company, whose registered office address is at c/o Stuarts Corporate Services Ltd. P.O. Box 2510, Grand Cayman KY1-1104, Cayman Islands (hereinafter referred to as “Compass”) and its controlling shareholders identified on the signature page hereof (“Compass Shareholders”), the respective address of each is set forth in Section 9.03, and Tsing Da Century Education Technology Co. Ltd., a British Virgin Islands business company whose address is P.O. Box 957, Offshore Incorporations Centre, Tortola, British Virgin Islands (hereinafter referred to as “Tsingda”) and the shareholders of Tsingda (the “Tsingda Shareholders”):
AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • March 1st, 2013 • Tsingda eEDU Corp • Services-educational services
THIS AMENDMENT TO CONTRIBUTION AGREEMENT (the “Amendment”) is made as of March 1, 2013, by and between MA Platform, Inc., Tsing Da Century Education Technology Co., Ltd., Yangyi Yu, Ji Qing Wang, Capvent Asia Consumption Co-Investment Fund Ltd, Yun Hui Yu, Yu Sheng, Kang Chungmai, Zhang Meng Kung, Yang Fanbin, Feng Chengxiang and Li Li (collectively, the “Contributing Shareholders”), and TEC Merger Sub, a company organized under the laws of the Cayman Islands (the “Company”).
SECURITIES PURCHASE AGREEMENT Dated as of July 12, 2011 between TSINGDA EEDU CORPORATION andSecurities Purchase Agreement • July 26th, 2011 • Tsingda eEDU Corp • Services-educational services • New York
English Translated Version] Agreement on Tsingda Learning Center Service CenterCompass Acquisition CORP • October 12th, 2010 • Services-educational services
If Party A after his launch of products under this Agreement has intention to choose Party B as his marketing promotion partner, another written agreement shall be made by and between both the Parties.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 23rd, 2010 • Compass Acquisition CORP • Services-educational services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 16, 2010, by and among Compass Acquisition Corporation, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • September 23rd, 2010 • Compass Acquisition CORP • Services-educational services • New York
THIS SECURITIES ESCROW AGREEMENT (the “Agreement”), dated as of September 16, 2010, is entered into by and among Compass Acquisition Corporation, a Cayman Islands corporation (the “Company”), Maxim Group, LLC, as representative of the Purchasers (the “Purchaser Representative”), Tsing Da Century Technology Co. Ltd., a company organized under the laws of Belize (the “Principal Stockholder”), and Collateral Agents, LLC, with an address at 122 East 57th Street, 3rd Floor, New York, NY 10022 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).
SIX MONTH SHAREHOLDER LOCK-UP AGREEMENTMonth Shareholder Lock-Up Agreement • September 23rd, 2010 • Compass Acquisition CORP • Services-educational services • New York
THIS AGREEMENT (this “Agreement”) is dated as of September 16, 2010 by and between Compass Acquisition Corporation, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and the persons set forth the signature page hereto (each a “Shareholder” and collectively, the “Shareholders”).
