Joint Filing AgreementJoint Filing Agreement • December 6th, 2013 • McGraw-Hill Global Education Intermediate Holdings, LLC • Services-educational services
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13D with respect to the securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned hereby execute this Agreement as of December 6, 2013.
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 • December 6th, 2013 • McGraw-Hill Global Education Intermediate Holdings, LLC • 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”.
FIRST AMENDMENT TOConsortium Agreement • December 6th, 2013 • McGraw-Hill Global Education Intermediate Holdings, LLC • 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:
