REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2007 • China Education Alliance Inc. • Services-educational services • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of 8th day of May, 2006, by and among China Education Alliance, Inc., a North Carolina corporation (the “Company”), and Barron Partners L.P., a Delaware limited partnership, and the other investors who execute this Agreement. (collectively, the “Investors” and each, an “Investor”). Unless defined otherwise, capitalized terms herein shall have the identical meaning as in the Securities Purchase Agreement of even date herewith (the “Purchase Agreement”), by and among the Company and the Investors.
SECURITIES PURCHASE AGREEMENT BETWEEN CHINA EDUCATION ALLIANCE, INC. AND BARRON PARTNERS LP AND THE OTHER INVESTORS NAMED HEREIN DATED May 8, 2007Securities Purchase Agreement • May 15th, 2007 • China Education Alliance Inc. • Services-educational services • New York
IN ADDITION, A SECURITIES PURCHASE AGREEMENT DATED AS OF MAY 8, 2007, AS AMENDED (THE “PURCHASE AGREEMENT”), A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THIS WARRANT.
CHINA EDUCATION ALLIANCE, INC. 3% CONVERTIBLE SUBORDINATED NOTE DUE SEPTEMBER 30, 2007Convertible Note Agreement • May 15th, 2007 • China Education Alliance Inc. • Services-educational services • New York
FOR VALUE RECEIVED, China Education Alliance, Inc., a North Carolina corporation (the “Company”), hereby promises to pay to the order of Barron Partners LP or registered assigns (the “Holder”), the principal amount of two million one hundred seventy five thousand dollars ($2,175,000) on September 30, 2007 (“Maturity Date”). Interest on the outstanding principal balance shall be paid at the rate of three percent (3%) per annum, payable on the Maturity Date. Interest shall be computed on the basis of a 360-day year, using the number of days actually elapsed. This Note is issued pursuant to a securities purchase agreement (the “Agreement”) dated May 8, 2007, by and among the Company, Barron Partners LP and the other Investors named therein. All terms defined in the Agreement and used in this Note shall have the same meaning in this Note as in the Agreement.
May 8, 2007Closing Escrow Agreement • May 15th, 2007 • China Education Alliance Inc. • Services-educational services • New York
This agreement will set forth the terms pursuant to which (a) China Education Alliance, Inc., a North Carolina corporation (the “Company”) will deposit into escrow with you (the “Escrow Agent”) 2,000,000 shares (the “Preferred Shares”) of Series A Preferred Stock, par value $.001 per share (“Series A Preferred Stock”), and (b) Xiquin Yu (“Yu”) will deposit into escrow with the Escrow Agent 2,000,000 shares (the “Common Shares”) of the Company’s common stock, par value $.001 per share (“Common Stock”), pursuant to a securities purchase agreement (the “Purchase Agreement”) dated the date of this Agreement. The Preferred Shares and the Common Shares, together with the stock power referred to in Section 2 of this Agreement, are collectively referred to as the “Escrow Property.”
China Education Alliance, Inc.Secured Promissory Note Agreement • May 15th, 2007 • China Education Alliance Inc. • Services-educational services • California
This letter sets forth our mutual agreement regarding the payment outstanding secured promissory notes dated September 29, 2006 (the “Notes”) issued by China Education Alliance, Inc. (the “Company”) for which SBI Advisors, LLC acted as collateral agent for the lenders (in such capacity, the “Collateral Agent”), in the initial aggregate principal amount of $1,530,000, of which the aggregate principal amount of $1,330,000 is outstanding. The Company has sent a separate wire in the amount of $150,633 to SBI Advisors LLC on April 30, 2007. Upon the receipt of the wire, SBI Advisors LLC shall immediately return this amount (or such lesser amount as SBI shall have actually received). SBI Advisors LLC also agrees to pledge 500,000 of its presently outstanding warrants as security for its repayment obligations pursuant to this paragraph.
CHINA EDUCATION ALLIANCE, INC. 3% CONVERTIBLE SUBORDINATED NOTE DUE SEPTEMBER 30, 2007Convertible Subordinated Note • May 15th, 2007 • China Education Alliance Inc. • Services-educational services • New York
FOR VALUE RECEIVED, China Education Alliance, Inc., a North Carolina corporation (the “Company”), hereby promises to pay to the order of EOS Holdings or registered assigns (the “Holder”), the principal amount of one hundred twenty five thousand dollars ($125,000) on September 30, 2007 (“Maturity Date”). Interest on the outstanding principal balance shall be paid at the rate of three percent (3%) per annum, payable on the Maturity Date. Interest shall be computed on the basis of a 360-day year, using the number of days actually elapsed. This Note is issued pursuant to a securities purchase agreement (the “Agreement”) dated May 8, 2007, by and among the Company, Barron Partners LP and the other Investors named therein. All terms defined in the Agreement and used in this Note shall have the same meaning in this Note as in the Agreement.
