0001144204-14-024340 Sample Contracts

AMENDMENT NO.2 TO RIGHTS AGREEMENT AND CERTIFICATE OF COMPLIANCE WITH SECTION 27 THEREOF
Rights Agreement • April 23rd, 2014 • ChinaEdu CORP • Services-educational services • New York

This AMENDMENT NO.2 TO RIGHTS AGREEMENT dated as of April 23, 2014 (the “Amendment”) to the Rights Agreement, dated as of September 17, 2013, as amended by Amendment No. 1 thereto dated as of December 6, 2013 (the “Rights Agreement”) by and between ChinaEdu Corporation, a Cayman Islands exempted company (the “Company”) and The Bank of New York Mellon, a New York banking corporation, as Rights Agent (the “Rights Agent”).

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