INITIAL SHAREHOLDER LOCK-UP AGREEMENTInitial Shareholder Lock-Up Agreement • September 23rd, 2010 • Compass Acquisition CORP • Services-educational services • New York
THIS AGREEMENT (this “Agreement”) is dated as of September 16, 2010 by and between Compass Acquisition Corporation, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and the persons set forth the signature page hereto (each a “Shareholder” and collectively, the “Shareholders”).
ContractWarrant Agreement • September 23rd, 2010 • Compass Acquisition CORP • Services-educational services • New York
THIS WARRANT AND THE ORDINARY SHARES ISSSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 23rd, 2010 • Compass Acquisition CORP • Services-educational services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 16, 2010, by and among Compass Acquisition Corporation, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
HOLDBACK ESCROW AGREEMENTHoldback Escrow Agreement • September 23rd, 2010 • Compass Acquisition CORP • Services-educational services • New York
This Holdback Escrow Agreement (this “Agreement”) is dated as of September 16, 2010, by and among Compass Acquisition Corporation, an exempted company incorporated in the Cayman Islands with limited liability, (the “Company”), Zhong Hui Rong (Fujian) Fund Ltd acting as the Lead Purchaser (the “Lead Purchaser”) and Collateral Agents, LLC, with an address at 122 East 57th Street, 3rd Floor, New York, NY 10022 (the “Escrow Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Securities Purchase Agreement.
FOUNDING SHAREHOLDER LOCK-UP AGREEMENTFounding Shareholder Lock-Up Agreement • September 23rd, 2010 • Compass Acquisition CORP • Services-educational services • New York
THIS AGREEMENT (this “Agreement”) is dated as of September 16, 2010 by and between Compass Acquisition Corporation, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and Tsingda Century Education Technology Co. Ltd., an exempted company incorporated in Belize (the “Shareholder”).
SECURITIES PURCHASE AGREEMENT Dated as of September 16, 2010 among COMPASS ACQUISITION CORPORATION and THE PURCHASERS LISTED ON EXHIBIT ASecurities Purchase Agreement • September 23rd, 2010 • Compass Acquisition CORP • Services-educational services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of September 16, 2010 by and among Compass Acquisition Corporation, an exempted company incorporated in the Cayman Islands with limited liability, (the “Company” or “Compass”) and each of the Purchasers of Units whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • September 23rd, 2010 • Compass Acquisition CORP • Services-educational services • New York
THIS SECURITIES ESCROW AGREEMENT (the “Agreement”), dated as of September 16, 2010, is entered into by and among Compass Acquisition Corporation, a Cayman Islands corporation (the “Company”), Maxim Group, LLC, as representative of the Purchasers (the “Purchaser Representative”), Tsing Da Century Technology Co. Ltd., a company organized under the laws of Belize (the “Principal Stockholder”), and Collateral Agents, LLC, with an address at 122 East 57th Street, 3rd Floor, New York, NY 10022 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).
SIX MONTH SHAREHOLDER LOCK-UP AGREEMENTShareholder Lock-Up Agreement • September 23rd, 2010 • Compass Acquisition CORP • Services-educational services • New York
THIS AGREEMENT (this “Agreement”) is dated as of September 16, 2010 by and between Compass Acquisition Corporation, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and the persons set forth the signature page hereto (each a “Shareholder” and collectively, the “Shareholders”).
