AMENDMENT NO. 1 TO SUPPORT AGREEMENT

Execution Version

AMENDMENT NO. 1 TO SUPPORT AGREEMENT

This AMENDMENT NO. 1 TO SUPPORT AGREEMENT (this “Amendment”) is entered into as of June 9, 2014 by and among Rainbow Education Holding Limited, a Cayman Islands exempted company (“Parent”) and certain shareholders of Noah Education Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) as listed on Schedule A hereto (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 Support Agreement (as defined below).

WHEREAS, Parent, Rainbow Education Merger Sub Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and the Company have entered into an Agreement and Plan of Merger, dated as of April 2, 2014 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), which, among other things, provides for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”), upon the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, Parent, the Company and the Rollover Shareholders have entered into a support agreement (the “Support Agreement”) dated as of April 2, 2014, pursuant to which, among other things, each Rollover Shareholder agreed to (a) have his or its respective Rollover Shares cancelled for no consideration in connection with the Merger, and (b) subscribe for Parent Shares immediately prior to Closing;

WHEREAS, the parties hereto wish to amend the Support Agreement to reflect that the numbers of Rollover Shares of Jointly Gold Technologies Limited, Global Wise Technologies Limited and Sunshine Nation Limited will be reduced by 5,000, 3,600, and 100,000 respectively;

WHEREAS, Section 7.5 of the Support Agreement provides that any provision of the Support Agreement may be amended if, and only if, such amendment is in writing and signed by the Rollover Shareholders and Parent.

NOW, THEREFORE, in consideration of the foregoing and intending to be legally bound hereby, the parties hereto agree as follows:

1. Amendments. Each of the parties hereto agree that Schedule A to the Support Agreement shall be replaced in its entirety with Schedule A hereto, and the terms “Rollover Shares” and “Parent Shares” in the Support Agreement shall refer to such number of shares as set forth in Schedule A hereto.

2. Effect of Amendments. Except as provided herein, the Support Agreement shall remain unchanged, and the Support Agreement, as modified by this Amendment, shall continue in full force and effect. This Amendment shall not constitute an amendment to or waiver of any right or remedy other than to the extent expressly set out herein.

3. Miscellaneous. The provisions of Article VII (Miscellaneous) of the Support Agreement shall apply mutatis mutandis to this Amendment, and to the Support Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified by this Amendment.

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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the date and year first written above

	PARENT
	Rainbow Education Holding Limited
	By:	/s/ Samantha Xxxxxxxx Xxxxxx
	Name:	Samantha Xxxxxxxx Xxxxxx
	Title:	Director

	ROLLOVER SHAREHOLDERS:
	Jointly Gold Technologies Limited
	By:	/s/ Xxxx Xx
		Name: Xxxx Xx
		Title: Director

	First Win Technologies Limited
	By:	/s/ Benguo Tang
		Name: Benguo Tang
		Title: Director

	Global Wise Technologies Limited
	By:	/s/ Xxxxxxxx Xxxx
		Name: Xxxxxxxx Xxxx
		Title: Director

	Sunshine Nation Limited
	By:	/s/ Siyuan Du
		Name: Siyuan Du
		Title: Director

	Mr. Qicai Du
	By:	/s/ Qicai Du

	Baring Asia II Holdings (22) Limited
	By:	/s/ Xxxxx Xxxxxxx
		Name:  Xxxxx Xxxxxxx
		Title:    Director

Schedule A

Rollover Shares

Rollover Shareholder Name		Address		Rollover Shares				Parent Shares
Jointly Gold Technologies Limited		Unit F, 33/F, NEO Tower A, Chegongmiao, Futian District, Shenzhen, 518040 PRC Attention: Mr. Xxxx Xx Facsimile: 00-000-00000000 E-mail: xxx@xxxxxxxxxxxxx.xxx			8,073,200				8,073,200
First Win Technologies Limited		8/F, AB Tower, Tianjing Building, Tian’an Che Gongmiao Industrial Area, Futian District, Shenzhen, PRC Attention: Mr. Benguo Tang Facsimile: 00-0000-00000000 E-mail: xxxxxx@000.xxx			5,268,268				5,268,268
Global Wise Technologies Limited		Unit F, 33/F, NEO Tower A, Chegongmiao, Futian District, Shenzhen, 518040 PRC Attention: Xx. Xxxxxxxx Xxxx Facsimile: 00-000-00000000 E-mail: 00000000000@000.xx			4,288,660				4,288,660
Sunshine Nation Limited		5/F Wuyixinganxian, Building A #717 Wuyi Road, Changsha City, Hunan Province, PRC Attention: Ms. Siyuan Du Facsimile: 00-0000-00000000 E-mail: xxxx00@xxxxxxx.xxx			2,547,743				2,547,743
Mr. Qicai Du		Suite o, 4/F, Building A, Fortune Square, North of Shennan Road, Futian District, Shenzhen, 518000 PRC Attention: Mr. Qicai Du Facsimile: 00-0000-00000000 E-mail: xxxxxxx@xxx.xxx.xxx			1,398,804				1,398,804
Baring Asia II Holdings (22) Limited		Baring Asia Fund Managers II Limited, 0 Xxxxx Xxxxx, Xxxxx Xxxxxx, Xx Xxxxx Xxxx, Xxxxxxxx XX0 0XX Attention: Xxxxx Xxxxxxx Facsimile: x00 (0) 0000 000000 E-mail: Xxxxx.Xxxxxxx@xxxx.xxx With a copy to each of (which alone shall not constitute notice): Baring Private Equity Asia Limited, Suite 3801 Two International Finance Centre 0 Xxxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx Xxxxxxxxx: Xxxxxxx Xxxxxx Facsimile: x000 0000 0000 E-mail: XxxxxxxXxxxxx@xxxxxxx.xxx Weil, Gotshal & Xxxxxx LLP 00/X Xxxxxxxxx Xxxxx 00 Xxxxxx Xxxx, Xxxxxxx Xxxx Xxxx Attention: Xxxxx Xxxxxx Facsimile: x000 0000 0000 E-mail: Xxxxx.Xxxxxx@xxxx.xxx			3,364,669				3,364,669