EX-10.4 11 dex104.htm FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Exhibit 10.4
FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
THIS FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 9, 2007, by and among CHINAEDU Corporation, an exempted company organized and existing under the laws of the Cayman Islands (the “Company”), and the individuals and entities listed on the signature pages hereto. All terms not defined herein shall have the meaning given to them in the Securities Purchase Agreement (as defined below).
WHEREAS, the Company and certain of its shareholders (the “Prior Investors”) have previously entered into the Third Amended and Restated Registration Rights Agreement dated July 14, 2005 (the “Prior Registration Rights Agreement”) pursuant to which the Company granted to the shareholders certain registration rights;
WHEREAS, in connection with the purchase and sale of the Series D Preferred Shares pursuant to the Securities Purchase Agreement, the Company and the Investors desire to amend and restate the Prior Registration Rights Agreement.
(a) “Affiliate” of any Person shall mean any Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, a Person shall be deemed to be “controlled by” another Person if the other possesses, directly or indirectly, power either (i) to vote 50% or more of the securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.
(b) “Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder, all as the same shall be in effect at that time.
(c) Existing Shareholders” means holders of Ordinary Shares as of August 18, 2000, including Weblearning Company Limited, Yang Xueshan, Vantone International Group, Xxxx Xxxxxx, Xxxxxxx Xxx, Xxxx Xxxxxxxx and InterVision Technology Ltd.
(d) “Equity Equivalents” means Preferred Shares, any other equity securities of the Company and any securities, warrants, options and rights that are convertible into or exercisable or exchangeable for Preferred Shares, Ordinary Shares or other equity securities of the Company or Equity Equivalents.
(e) “Equity Securities” means any Ordinary Shares, Preferred Shares or other Equity Equivalents.
(f) “Form S-3/F-3” means Form F-3 or Form S-3, as applicable, promulgated by the SEC under the Securities Act or any successor form or substantially similar form then in effect.
(g) “Holders” means Investors, the Existing Shareholders and their successors and permitted transferees and assigns.
(h) “IAS” means International Accounting Standards, as promulgated by the International Accounting Standards Board and as in effect from time to time.
(i) “Initiating Holders” means the Holders who are the holders of at least twenty percent (20%) of the then outstanding Registrable Securities.
(j) “IPO” means the Company’s first firm commitment underwritten public offering of its Ordinary Shares under the Securities Act (or other applicable securities regulations, as the case may be).
(k) “Person” means any natural person, limited liability company, joint stock company, joint venture, partnership, enterprise, association, trust, unincorporated organization or any other entity or organization.
(l) “Qualified IPO” has the meaning set forth in the Company’s Fourth Amended and Restated Articles of Association, as amended from time to time.
(m) The terms “register”, “registered” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act (or other applicable securities regulations, as the case may be), and the declaration or ordering of the effectiveness of that registration statement.
(n) “Registrable Securities” means (i) the Ordinary Shares purchased, issuable or issued upon conversion of the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares and Series D Preferred Shares that are now owned or may hereafter by acquired by any Holder, (ii) the Ordinary Shares issuable or issued upon exercise of outstanding warrants or other convertible securities that are now owned or may hereafter by acquired by any Investor and its successors and permitted transferees and assigns, (iii) for the purpose of Sections 3 and 5 only, any securities of the Company owned as of August 18, 2000 by the Existing Shareholders, and (iv) any Ordinary Shares issued as (or issuable upon the conversion or exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, the shares referenced in (i), (ii) and (iii) above, excluding in all cases, however, any Registrable Securities sold by a person in a transaction in which that person’s rights under this Agreement are not assigned; provided, however, that Ordinary Shares or other securities shall
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only be treated as Registrable Securities if, and so long as, they have not been (A) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction or (B) sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale.
The number of shares of “Registrable Securities” outstanding shall be determined by the number of Ordinary Shares outstanding that are, and the number of Ordinary Shares issuable pursuant to Equity Equivalents that are, Registrable Securities.
(o) “Securities Act” shall mean the United States Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder, all as the same shall be in effect at the time.
(p) “SEC” shall mean the United States Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.
(a) It is their intention that, whenever this Agreement refers to a law or institution of the United States of America but the parties wish to effectuate qualification or Registration in a different jurisdiction, reference in this Agreement to the laws or institutions of the United States shall be read as referring, mutatis mutandis, to the comparable laws or institutions of the jurisdiction in question; and
(b) It is agreed that the Company will not undertake any listing of American Depositary Receipts, American Depositary Shares or any other security derivative of the Ordinary Shares unless arrangements have been made satisfactory to Investors representing a majority in voting power of the Series A Preferred Shares, a majority in voting power of the Series B Preferred Shares, a majority in voting power of the Series C Preferred Shares and a majority in voting power of the Series D
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Preferred Shares, voting separately, to ensure that the spirit and intent of this Agreement will be realized and that the Company is committed to take such actions as are necessary such that the Investors will enjoy rights corresponding to the rights hereunder to sell their Registrable Securities in a public offering in the United States of America as if the Company had listed Ordinary Shares in lieu of such derivative securities.
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICE OF THE CORPORATION.
Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received either (i) a written opinion of legal counsel to the holder, addressed to the Company and reasonably satisfactory in form and substance to the Company’s counsel, to the effect that the proposed transfer of such securities may be effected without registration under the Securities Act or (ii) a “no-action” letter from the SEC to the effect that the distribution of such securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, except that any such transfer legend shall be removed in a transfer pursuant to Rule 144 or an effective registration statement, in which case no such legal opinion or “no-action” letter shall be required, and provided that the Company shall not be obligated to remove any such legends prior to the date of the IPO.
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registration relating solely to the sale of securities to participants in a Company stock plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company, the Company shall, subject to the provisions of Section 3.2, use its best efforts to cause to be registered under the Securities Act (or other applicable securities regulations, as the case may be) all of the Registrable Securities that each such Holder has requested to be registered.
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the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) days prior to the effective date of the registration statement without prejudice.
All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Initiating Holders representing a majority in interest of the Registrable Securities held by the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company), provided that any such underwriting agreement shall not impair the indemnification rights of the
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Holders granted under Section 8; and provided further, that the representations and warranties given by, and the other agreements on the part of, the Company to and for the benefit of the underwriter(s) shall also be made to and for the benefit of the Holders; and provided further, that the Company shall ensure that no underwriter(s) requires any Holder to make any representations or warranties to, or agreements with, any underwriter(s) in a registration other than customary representations, warranties and agreements relating to such Holder’s title to the Registrable Securities and authority to enter into the underwriting agreement.
Notwithstanding any other provision of this Section 4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, that the number of shares that may be included in the underwriting shall be reduced as required by the underwriter(s) and the Company will include in such registration (i) first, the maximum number of Registrable Securities requested to be included therein, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities requested to be included in such registration by each such Holder, and (ii) second, the maximum amount of other securities requested to be included therein (including any by the Company), pro rata among the holders of such other securities on the basis of the number of shares requested to be included in such registration by each such holder.
Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. For any Holder that is a partnership, corporation or limited liability company, the partners, retired partners, members and stockholders or such Holder, or the estates and family members of any such partners and retired partners, members and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence. If the Underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company may sell securities in such registered underwritten offering if the underwriter so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited.
(i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act;
(ii) after the Company has effected two (2) registrations pursuant to this Section 4, and such registrations have been declared or ordered effective;
(iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 3, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective as soon as practicable;
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(iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3/F-3 pursuant to Section 5 hereof; or
(v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 4, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously and materially detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than sixty (60) days after receipt of the request of the Initiating Holders, provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12)-month period and provided further, that during such sixty (60) day period the Company shall not file a registration statement with respect to the public offering of securities of the Company.
5. Registration on Form S-3/F-3.
5.1 Registration. In case the Company shall receive from the Holders of the then outstanding Registrable Securities a written request or requests that the Company effect a registration on Form S-3/F-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:
(i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(ii) use its best efforts to effect, as soon as practicable, such registration and all such qualifications and compliance as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company.
5.2 Limitations on Registration on Form S-3/F-3. The Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5:
(i) if Form S-3 or Form F-3 (or any successor or similar form) is not available for such offering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than US$1,500,000;
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(iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman of the Board of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder or Holders under this Section 5; provided, however, that the Company shall not utilize this right more than once in any twelve (12)-month period and provided further, that during such sixty (60) day period the Company shall not file a registration statement with respect to the public offering of securities of the Company;
(iv) if the Company has, within the eighteen (18) month period preceding the date of such request, already effected two registrations on Form S-3/F-3 for the Holders pursuant to this Section 5; or
(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act.
5.3 Commencement. Subject to Sections 5.1 and 5.2, the Company shall file a Form S-3/F-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 5 shall not be counted as requests for registration effected pursuant to Section 4.
(a) prepare and file with the SEC (or such other governing bodies, as the case may be) a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred and twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed;
(b) prepare and file with the SEC (or such other governing bodies, as the case may be) such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act (or other applicable securities regulations, as the case may be) with respect to the disposition of all securities covered by such registration statement;
(c) furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in
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conformity with the requirements of the Securities Act (or other applicable securities regulations, as the case may be), and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;
(d) use its best efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;
(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering;
(f) notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act (or other applicable securities regulations, as the case may be) of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of each Holder prepare and furnish to such Holder a reasonable number of copies of a supplement to or amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state of material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;
(g) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; and
(h) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.
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request with reasonable promptness following disclosure by the Company of such material adverse change, then the Company shall be required to pay any of such expenses and the Holders shall retain their rights pursuant to Section 4 or 5. Each Holder participating in a registration pursuant to this Agreement shall bear such Holder’s proportionate share (based on the total number of shares sold in such registration other than for the account of the Company) of all discounts or commissions payable to underwriters or brokers in connection with such offering.
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may become subject, under the Securities Act, the Exchange Act or any securities laws or other laws of any jurisdiction, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Indemnifiable Loss, in each case to the extent (and only to the extent) that such Indemnifiable Loss occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will reimburse any person intended to be indemnified pursuant to this Section 8.2, for any legal or other expenses reasonably incurred by such person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), provided that in no event shall any indemnity under this Section 8.2, together with any amounts payable under Section 8.3, exceed the net proceeds from the offering received by such Holder.
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fraudulent misrepresentations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided that in no event shall any contribution by a Holder hereunder exceed the net proceeds from the offering received by such Holder.
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may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to such form.
In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities and each director and officer (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.
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15.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to the rules thereof regarding conflicts of laws.
(a) Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, shall be resolved at the first instance through consultation between the parties to such Dispute. Such consultation shall begin immediately after any party has delivered written notice to any other party to the Dispute requesting such consultation.
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(b) If the Dispute is not resolved within sixty (60) days following the date on which such notice is given, the Dispute shall be submitted to arbitration upon the request of any party to the Dispute with notice to each other party to the Dispute (the “Arbitration Notice”).
(c) The arbitration shall be conducted in Hong Kong Special Administrative Region (“Hong Kong”) under the auspices of the Hong Kong International Arbitration Centre (the “Centre”). There shall be three (3) arbitrators. The claimants in the Dispute shall collectively choose one (1) arbitrator, and the respondents shall collectively choose one (1) arbitrator. The Secretary General of the Centre shall select the third arbitrator, who shall be qualified to practice law in the State of New York. If any of the members of the arbitral tribunal have not been appointed within thirty (30) days after the Arbitration Notice is given, the relevant appointment shall be made by the Secretary General of the Centre.
(d) The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply the Arbitration Rules of the United Nations Commission on International Trade Law, as in effect at the time of the arbitration. However, if such rules are in conflict with the provisions of this Section 15.3, including the provisions concerning the appointment of arbitrator, the provisions of this Section 15.3 shall prevail.
(e) Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on such party.
(f) The award of the arbitration tribunal shall be final and binding upon the parties, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.
(g) The arbitrator shall decide any dispute submitted by the parties to the arbitration strictly in accordance with the substantive law of the State of New York and shall not apply any other substantive law.
(h) Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal.
(i) During the course of the arbitration tribunal’s adjudication of the dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.
(j) The cost of arbitration (including legal, accounting and other professional fees and expenses reasonably incurred by any prevailing party with respect to the investigation, collection, prosecution and/or defense of any claim in the Dispute) shall be borne pro rata by each losing party.
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counterparts have been signed by all relevant parties and delivered to the other parties. Any counterpart or other signature delivered by facsimile shall be deemed for all purposes as being a good and valid execution and delivery of this Agreement by that party.
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and conditions of this Agreement for all parties remain valid, binding and enforceable. In the event of any such determination, the parties agree to negotiate in good faith to modify this Agreement to fulfill as closely as possible the original intents and purposes hereof.
15.11 Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and any other written or oral agreements between the parties hereto are expressly canceled. The Prior Registration Rights Agreement is hereby terminated, of no further force and effect, and amended and restated in accordance herewith.
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CHINAEDU Corporation | ||
By: | /s/ Xxxxx Xxxxx | |
Title: | CEO |
Address:
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Tiger Technology Private Investment Partners II, L.P. | ||
By: | Tiger Technology PIP Performance II, L.L.C. its General Partner | |
/s/ Xxxxx Xxxxxxxxx | ||
By: | Xxxxx Xxxxxxxxx | |
Title: | Managing Partner | |
Address: | Xxxxxx & Roulstone Management Ltd. Strathvale House, PO Box 2636GT Xxxxxx Town, Grand Cayman Cayman Islands | |
Tiger Technology II, L.P. | ||
By: | Tiger Technology Performance, L.L.C., its General Partner | |
/s/ Xxxxx Xxxxxxxxx | ||
By: | Xxxxx Xxxxxxxxx | |
Title: | Managing Partner | |
Address: | Xxxxxx Xxxxx, X.X. Xxx 000XX Xxxxxx Xxxx, Xxxxx Xxxxxx Xxxxxx Xxxxxxx |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
The XxXxxx-Xxxx Companies | ||
/s/ Xxxxxxx X. Xxxxxxxxxx | ||
By: | Xxxxxxx X. Xxxxxxxxxx | |
Title: | Group President, HPI | |
Address: | Xxx Xxxx Xxxxx | |
Xxx Xxxx, XX 00000 XXX |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
UOB Venture Technology Investments Ltd. | ||
/s/ Kian-Wee Seah | ||
By: | Kian-Wee Seah | |
Title: | Managing Director of UOB Venture Management Pte Ltd. | |
Address: | UOB Venture Technology Investments Ltd. | |
c/o UOB Venture Management Pte Ltd. | ||
00 Xxxxxxx Xxxxx #00-00 | ||
XXX Xxxxx 0 Xxxxxxxxx 000000 |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Axial Group Limited | ||
/s/ Xxxxx X. Xxxxxxxx | ||
By: | Xxxxx X. Xxxxxxxx on behalf of Ecoban Investments as Power of Attorney over Axial Group Shares |
Address:
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Weblearning Company Limited | ||
/s/ Xue Shan | ||
By: | Xue Shan | |
Title: |
Address:
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
InterVision Technology Ltd. | ||
/s/ Xxxxxxx Xxxx | ||
By: | Xxxxxxx Xxxx | |
Title: |
Address:
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
IDG Technology Venture Investments, LP | ||
By: | IDG Technology Venture Investments, LLC, | |
its General Partner | ||
By: | /s/ Xx Xxxx Guang | |
Title: | Xx Xxxx Guang |
Address:
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Ecoban Investments LLC | ||
/s/ Xxxxx X. Xxxxxxxx | ||
By: | Xxxxx X. Xxxxxxxx | |
Title: | Chairman | |
Address: | ||
000 Xxxxxxx Xxx (24th FL) | ||
Xxx Xxxx, X.X. 00000 |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Brilliant World Limited | ||
/s/ Xxxxxxxx Xxxxx | ||
By: | Xxxxxxxx Xxxxx | |
Title: | Director | |
Address: | ||
0X, Xx. 000, Xxxx Xxxxx Xx. | ||
Xxxxx, Xxxxxx, Xxxxxx |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
International Data Ventures LLC | ||
/s/ Xxxx X. Xxx | ||
By: | Xxxx X. Xxx | |
Title: | Authorized Signatory | |
Address: | ||
Room 806-888 | ||
Xxxxxx Commercial Building | ||
00 Xxxxxxxxx Xxxx Xxxx | ||
Xxxxxx Xxx, Xxxx Xxxx. |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
MMFI CAPI Venture Investments Limited | ||
/s/ Xxxxxxxx Xxxxxxxx | ||
Address: | Xxxxx 0000 Xxx Xxxxxxx Xxxxx, Xxxx Xxxx | |
YST International Investment Fund | ||
/s/ Xxxxxxxx Xxxxxxxx | ||
Address: | Xxxxx 0000 Xxx Xxxxxxx Xxxxx, Xxxx Xxxx |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Everloyal Services Limited | ||
/s/ Xxxxx Xxxxx | ||
Power of Attorney | ||
Address: |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
/s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx | ||
Address: |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Newfoundland Opportunity Limited | ||
/s/ Xxx Xx | ||
Address: |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Grandeur Holdings (BVI) Corp | ||
/s/ Xi Jin | ||
Address: |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Smart Master International Limited | ||
/s/ Xxxx Xxxx | ||
Address: |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Richstar Investments Group Limited | ||
/s/ Xxxxxxx Xxx | ||
Address: |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Century Technology Company of R.U.C. | ||
/s/ Gang Lin | ||
Address: |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Lingyuan Furong Investment Management Company Limited | ||
/s/ Hung Ka Kung | ||
Address: |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
MLP Holdings Limited | ||
/s/ Lucy Xxxx Xx | ||
Address: |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
NewValue Technology Limited | ||
/s/ Lucy Xxxx Xx | ||
Address: |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Pretty Wisdom Management Ltd. | ||
/s/ Xxxxxxx Xxxx | ||
Address: |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
China Education Holdings Limited | ||
/s/ Li Hong Tao | ||
Address: |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
LEVEL GLOBAL INVESTORS, L.P. | ||
By: | Level Global, L.L.C., its general partner | |
By | /s/ Xxxxxx X. Xxxxxx | |
Name: | Xxxxxx X. Xxxxxx | |
Title: | General Counsel & Authorized Signatory |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
BESSEMER VENTURE PARTNERS VI L.P. | ||
BESSEMER VENTURE PARTNERS VI INSTITUTIONAL L.P. | ||
BESSEMER VENTURE PARTNERS CO-INVESTMENT L.P. | ||
By: | /s/ J. Xxxxxx Xxxxxxxx | |
Name: | J. Xxxxxx Xxxxxxxx | |
Title: | Executive Manager |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
SIG CHINA INVESTMENTS ONE, LIMITED | ||
By: | /s/ Xxxxxxx X. Xxxxxx | |
Name: | Xxxxxxx X. Xxxxxx | |
Title: | Vice President |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
RIGHT UNION INVESTMENT LIMITED |
/s/ Xxxxx Xxxxx Zhong |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
XXXXXXX X. XXXXXXX |
/s/ Xxxxxxx X. Xxxxxxx |
(Signature) |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
JAYHAWK PRIVATE EQUITY FUND, L.P. | ||
By: | Jayhawk Private Equity GP, L.P. | |
Its: | General Partner | |
By: | Jayhawk Capital Management, L.L.C. | |
Its: | General Partner | |
/s/ Xxxxxxx X. Xxxxxxx | ||
By: | Xxxxxxx X. Xxxxxxx | |
Title: | Chief Financial Officer | |
Address:
x/x Xxxxxxx Xxxxxxx Xxxxxxxxxx, X.X.X. | ||
0000 Xxxx 00xx Xxxxx, Xxxxx 000 | ||
Xxxxxxx, XX 00000 | ||
Fax: 000-000-0000 |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
JAYHAWK PRIVATE EQUITY CO-INVEST FUND, L.P. | ||
By: | Jayhawk Private Equity GP, L.P. | |
Its: | General Partner | |
By: | Jayhawk Capital Management, L.L.C. | |
Its: | General Partner | |
/s/ Xxxxxxx X. Xxxxxxx | ||
By: | Xxxxxxx X. Xxxxxxx | |
Title: | Chief Financial Officer | |
Address:
x/x Xxxxxxx Xxxxxxx Xxxxxxxxxx, X.X.X. | ||
0000 Xxxx 00xx Xxxxx, Xxxxx 000 | ||
Xxxxxxx, XX 00000 | ||
Fax: 000-000-0000 |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
HC PRCEDU LLC | ||
/s/ Xxxxxx X. Xxxx | ||
By: | Xxxxxx X. Xxxx | |
Title: | Manager |
Address: | ||
Xxxxxx X. Xxxx | ||
Xxxx Capital LLC | ||
000 Xxxxxxxx Xxxxxx | ||
Xxxxxxxx, XX 00000 | ||
Fax: (000) 000-0000 |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
HCBD LLC | ||
By: | /s/ Xxxxxx X. Xxxx | |
Its: |
| |
Address: | ||
HCBD LLC c/o Hart Capital LLC | ||
000 Xxxxxxxx Xxxxxx | ||
Xxxxxxxx, XX 00000 | ||
Fax (000) 000-0000 |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
XXXXX X. XXXXXXXX |
/s/ Xxxxx X. Xxxxxxxx |
Address: |
0000 Xxxxxxxxxx Xxxx. |
Xxxxxx Xxxx, XX 00000 |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
XXXXXX SECURITIES, LLC | ||
| ||
By: | ||
Title: | ||
Address: | ||
0000 Xxxxxxxxxx Xxxx. | ||
Xxxxxx Xxxx, XX 00000 |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
CHINAEDU, LLC | ||
/s/ Xxxxx XxXxxxx | ||
By: | Xxxxx XxXxxxx | |
Title: | Trustee | |
Address: | ||
0000 Xxxxxxxxxx Xxxx. | ||
Xxxxxx Xxxx, XX 00000 |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
XXXXXXXXXXX X. XXXXXXX |
/s/ Xxxxxxxxxxx X. Xxxxxxx |
Address: |
0000 Xxxxxxx Xxxxxx |
Xxxxxx Xxxx, XX 00000 |
SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT