CONSORTIUM AGREEMENT among JULIA HUANG SHAWN DING SOUTH LEAD TECHNOLOGY LIMITED MORAL KNOWN INDUSTRIAL LIMITED and THE EXISTING SHAREHOLDERS NAMED HEREIN Dated as of August 16, 2013Consortium Agreement • August 20th, 2013 • Ding Shawn • Services-educational services • New York
THIS CONSORTIUM AGREEMENT is made as of August 16, 2013, among Julia Huang and Shawn Ding (each, a “Founder” and together, the Founders”), South Lead Technology Limited, a company incorporated under the laws of the British Virgin Islands (“South Lead”),Moral Known Industrial Limited, a company incorporated under the laws of the British Virgin Islands (together with South Lead, the “Founder Vehicles” and, together with the Founders, the “Founder Parties”), and each of the existing shareholders of the Target (as defined below) set forth on the signature pages hereto (each, an “Existing Shareholder” and collectively, the “Existing Shareholders”). Each of the Founder Parties and each of the Existing Shareholders is referred to herein as a “Party” and collectively, the “Parties”.
VOTING AGREEMENTVoting Agreement • January 2nd, 2014 • Ding Shawn • Services-educational services • New York
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2013, by and among CHINAEDU HOLDINGS LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdings”), CHINAEDU CORPORATION, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) and certain shareholders of the Company, listed on Schedule A (each, a “Voting Shareholder” and collectively, the “Voting Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
CONTRIBUTION AGREEMENTContribution Agreement • January 2nd, 2014 • Ding Shawn • Services-educational services • New York
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2013 by and among CHINAEDU HOLDINGS LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdings”), and certain shareholders of ChinaEdu Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
SHAREHOLDERS AGREEMENTShareholders Agreement • January 2nd, 2014 • Ding Shawn • Services-educational services • New York
This SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2013 by and among ChinaEdu Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdings”) and each person who shall become a shareholder of Holdings (each, a “Shareholder” and collectively, the “Shareholders”) in connection with the transactions contemplated by the Merger (defined below). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • January 2nd, 2014 • Ding Shawn • Services-educational services
JOINT FILING AGREEMENTJoint Filing Agreement • August 20th, 2013 • Ding Shawn • Services-educational services
JOINT FILING AGREEMENTJoint Filing Agreement • April 23rd, 2014 • Ding Shawn • Services-educational services
FIRST AMENDMENT TO CONSORTIUM AGREEMENTConsortium Agreement • December 6th, 2013 • Ding Shawn • Services-educational services • New York
THIS FIRST AMENDMENT TO CONSORTIUM AGREEMENT (“Amendment”) is made and entered into as of December 5, 2013 by and among the Founder Parties and the Existing Shareholders with reference to the following:
JOINT FILING AGREEMENTJoint Filing Agreement • July 1st, 2013 • Ding Shawn • Services-educational services
JOINT FILING AGREEMENTJoint Filing Agreement • December 6th, 2013 • Ding Shawn • Services-educational services
