0001144204-12-048071 Sample Contracts

NOTES AND WARRANTS PURCHASE AGREEMENT

Notes and Warrants Purchase Agreement • August 27th, 2012 • Chinacast Education Corp • Services-educational services • New York

• Contract Type
  Notes and Warrants Purchase Agreement
• Filed
  August 27th, 2012
• Company
  Chinacast Education Corp
• Industry
  Services-educational services
• Jurisdiction
  New York

This Notes and Warrants Purchase Agreement (this “Agreement”) is made and entered into as of August 24, 2012, by and among ChinaCast Education Corporation, a Delaware corporation (the “Company”), Fir Tree Value Master Fund, L.P. (“Fir Tree Value”), Fir Tree Capital Opportunity Master Fund, L.P. (“Fir Tree Capital” and, collectively with Fir Tree Value, “Fir Tree”), Lake Union Capital TE Fund, LP (“Lake Union Capital TE”), MRMP Managers LLC (“MRMP”), Harkness Trust (“Harkness”), Ashford Capital Partners, L.P. (“Ashford”), Anvil Investment Associates, L.P. (“Anvil”), Columbia Pacific Opportunity Fund, L.P. (“Col-Pac”), Special Situations Fund III QP, L.P. (“SSF III”), Special Situations Cayman Fund, L.P. (“SSF Cayman”), Parsifal Partners LLC (“Parsifal”), Park Financial Corporation (“Park”), Derek Feng, Doug Woodrum, Daniel Tseung, Stephen Markscheid, Allen R. DeCotiis, Alan N. Colner, Fred Tarter, Sanford M. Schwartz, Stamps Family Partnership III, LP (“Stamps”), Peter Keane, Howard S.

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • August 27th, 2012 • Chinacast Education Corp • Services-educational services • New York

• Contract Type
  Registration Rights Agreement
• Filed
  August 27th, 2012
• Company
  Chinacast Education Corp
• Industry
  Services-educational services
• Jurisdiction
  New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 24th day of August, 2012 by and among ChinaCast Education Corporation, a Delaware corporation (the “Company”), the parties listed on Schedule A attached hereto (the “Initial Investors”) and the parties listed on Schedule B attached hereto (the “Additional Investors” and, collectively, with the Initial Investors, any Affiliate or permitted transferee of any Initial Investor or Additional Investor who is a subsequent holder of any Warrants or Registrable Securities, the “Investors”). Capitalized terms used herein have the respective meanings ascribed thereto in the Note and Warrant Purchase Agreement, dated as of August 24, 2012 (the “Purchase Agreement”), among the Company and the Investors unless otherwise defined herein.