SHARE EXCHANGE AGREEMENTShare Exchange Agreement • June 3rd, 2010 • Compass Acquisition CORP • Blank checks • New York
THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this “Agreement”) is entered this the 24th day of May 2010, by and among Compass Acquisition Corporation, a Cayman Islands exempted company, whose registered office address is at c/o Stuarts Corporate Services Ltd. P.O. Box 2510, Grand Cayman KY1-1104, Cayman Islands (hereinafter referred to as “Compass”) and its controlling shareholders identified on the signature page hereof (“Compass Shareholders”), the respective address of each is set forth in Section 9.03, and Tsing Da Century Education Technology Co. Ltd., a British Virgin Islands business company whose address is P.O. Box 957, Offshore Incorporations Centre, Tortola, British Virgin Islands (hereinafter referred to as “Tsingda”) and the shareholders of Tsingda (the “Tsingda Shareholders”):
