November 30, 2007 Mr. Xiqun Yu, CEO China Education Alliance, Inc.
Exhibit
10.22
November
30, 2007
Mr.
Xiqun
Yu, CEO
China
Education Alliance, Inc.
80
Xxxx
Xxxx Road, Kun Lun Shopping Mall
Harbin,
CHINA 150090
Re:
Liquidated
Damages Provisions
Dear
Xx.
Xx:
This
letter will confirm our agreement and understanding with respect to a
modification of the liquidated damages provisions contained in the securities
purchase agreement (the “Purchase Agreement”), dated May 8, 2007 among China
Education Alliance, Inc. (the “Company”), Xxxxxx Partners, LP, Eos Holdings and
Hua-Mei 21st Century Partners, LP (the “Investors”), as amended, and the
registration rights agreement (the “Registration Rights Agreement”) dated May 8,
2007, by and among the Company and the Investors, as follows:
Section
2.8(i) of the Registration Rights Agreement is amended to eliminate liquidated
damages for failure to file the Initial Registration Statement by the Filing
Date.
The
parties agree that the Purchase Agreement is amended to provide that wherever
the Purchase Agreement provides for the delivery of shares of Series A Preferred
Stock in satisfaction of an obligation under the Purchase Agreement, a share
of
Series A Preferred Stock shall have a value equal to the Liquidation Value
as
set forth in the Certificate of Designation.
The
parties acknowledge that the Company has issued 208,456 shares of Series A
Convertible Preferred Stock as a result of the failure of the Company to satisfy
its obligations under Section 6.10 and 6.11 of the Purchase Agreement as of
August 5, 2007 and that such shares represent the full and complete
liquidated damages payment due to the Investors from the Company from August
5,
2007 through October 15, 2007.
The
Investors waive all further liquidated damages under the Purchase Agreement
and
the Registration Rights Agreement through December 31, 2007.
Except
as
modified by this letter, the Purchase Agreement and the Registration Rights
Agreement shall remain in full force and effect.
Please
confirm your agreement with the foregoing.
[Signatures
on following page]
XXXXXX
PARTNERS LP
By:
Xxxxxx Capital Advisors, LLC, its General Partner
|
/s/
Xxxxxx Xxxxxx Xxxxxx
|
|
Xxxxxx
Xxxxxx Xxxxxx, President
|
EOS
HOLDINGS
|
By:
|
/s/
Xxx X. Xxxxxx
|
|
Xxx
X.Xxxxxx, President
|
HUA-MEI
21ST CENTURY PARTNERS, LP
|
By:
|
/s/
Xxxxx Xxxxx
|
|
Xxxxx
Xxxxx, CEO
|
AGREED
TO
AND ACCEPTED:
CHINA
EDUCATION ALLIANCE, INC.
|
By:
|
/s/
Xiqun Yu
|
|
Xiqun
Yu, CEO
|
