VOTING AGREEMENTVoting Agreement • January 2nd, 2014 • Huang Julia • Services-educational services • New York
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2013, by and among CHINAEDU HOLDINGS LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdings”), CHINAEDU CORPORATION, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) and certain shareholders of the Company, listed on Schedule A (each, a “Voting Shareholder” and collectively, the “Voting Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
CONTRIBUTION AGREEMENTContribution Agreement • January 2nd, 2014 • Huang Julia • Services-educational services • New York
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2013 by and among CHINAEDU HOLDINGS LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdings”), and certain shareholders of ChinaEdu Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
SHAREHOLDERS AGREEMENTShareholders Agreement • January 2nd, 2014 • Huang Julia • Services-educational services • New York
This SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2013 by and among ChinaEdu Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Holdings”) and each person who shall become a shareholder of Holdings (each, a “Shareholder” and collectively, the “Shareholders”) in connection with the transactions contemplated by the Merger (defined below). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
CONTENTSFacility Agreement • January 2nd, 2014 • Huang Julia • Services-educational services • Hong Kong
(SHAWN XIANG DING and HUANG JULIA BO, collectively, shall be referred to as the “Individual Guarantors”; and together with the Corporate Guarantors, shall be referred to as the “Guarantors”)
JOINT FILING AGREEMENTJoint Filing Agreement • January 2nd, 2014 • Huang Julia • Services-educational services
