CHINA EDUCATION ALLIANCE, INC. 3% CONVERTIBLE SUBORDINATED NOTE DUE SEPTEMBER 30, 2007Convertible Note Agreement • June 7th, 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 one million dollars ($1,000,000) 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 dated May 8, 2007, as amended by an amendment dated May 23, 2007, by and among the Company, Barron Partners LP and the other Investors named therein, which agreement, as so amended, is referred to as the “Agreement,” and is the note referred to in the Agreement as the New Note. All terms defined in the Agreement and used in this Note shall have the same meaning in this Note as in the Agreement.
May , 2007Closing Escrow Agreement • June 7th, 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”) 2,833,333 shares (the “Company Shares”) of Common Stock, and (b) Xiquin Yu (“Yu”) will deposit into escrow with the Escrow Agent 2,833,333 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 May 8, 2007 and amended by an amendment dated as of May 23, 2007. At such time as the Company has authorized the creation of the Series A Convertible Preferred Stock, par value $.001 per share (“Series A Preferred Stock”), the Company shall issued to the Escrow Agent 2,833,333 shares of Series A Preferred Stock (the “Preferred Shares”), and the Escrow Agent shall return to the Company the Company Shares. The Company Shares or the Preferred Shares and the Common Shares, together wit
AMENDMENTSecurities Purchase Agreement • June 7th, 2007 • China Education Alliance Inc. • Services-educational services
