NOAH EDUCATION HOLDINGS LTD. AND THE BANK OF NEW YORK as Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as ofDeposit Agreement • September 24th, 2007 • Noah Education Holdings Ltd. • New York
DEPOSIT AGREEMENT dated as of among NOAH EDUCATION HOLDINGS LTD., incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Shares issued hereunder.
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 24th, 2007 • Noah Education Holdings Ltd. • New York
This Indemnification Agreement (the “Agreement”) is entered into as of , 2007 by and between Noah Education Holdings Ltd., a Cayman Islands company (the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 24th, 2007 • Noah Education Holdings Ltd. • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of May 31, 2007 by and between Noah Education Holdings Ltd., a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and [Mr.][Ms.] , an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
Software Development and Maintenance AgreementSoftware Development and Maintenance Agreement • September 24th, 2007 • Noah Education Holdings Ltd.
THIS SOFTWARE DEVELOPMENT AND MAINTENANCE AGREEMENT (“this Agreement”) is entered into by the two parties below in Shenzhen, the People’s Republic of China on and as of June 8, 2007:
Asset Purchase Agreement Between Shenzhen Noah Industrial Co., Ltd. And Innovative Noah Electronic (Shenzhen) Co., Ltd. About the Assets of Shenzhen Noah Industrial Co., Ltd. June 2004Asset Purchase Agreement • September 24th, 2007 • Noah Education Holdings Ltd.
Innovative Noah Electronic (Shenzhen) Co., Ltd., a wholly foreign-owned enterprise incorporated in Shenzhen, China in accordance with the laws the People’s Republic of China (“China”) invested by Noah Technology Holdings Ltd., a company registered in the Cayman Islands, hereinafter referred to as “the Purchaser”;
AMENDED & RESTATED SHAREHOLDERS’ AGREEMENT DATED: March 16, 2007Shareholder Agreement • September 24th, 2007 • Noah Education Holdings Ltd. • Hong Kong
Call Option AgreementCall Option Agreement • September 24th, 2007 • Noah Education Holdings Ltd.
DATEShare Subscription Agreement • September 24th, 2007 • Noah Education Holdings Ltd. • Hong Kong
JUN HE LAW OFFICES are not qualified to practice law in the jurisdictions other than the mainland of People’s Republic of China, thus this Agreement is subject to further comments from lawyers in Hong Kong, the British Cayman Islands, and the British Virgin Islands.
Exclusive Technical Support and Consulting Services AgreementExclusive Technical Support and Consulting Services Agreement • September 24th, 2007 • Noah Education Holdings Ltd.
THIS EXCLUSIVE TECHNICAL SUPPORT AND CONSULTING SERVICES AGREEMENT (“this Agreement”) is entered into by the two parties below in Shenzhen, the People’s Republic of China on and as of June 8, 2007:
Equity Pledge AgreementEquity Pledge Agreement • September 24th, 2007 • Noah Education Holdings Ltd.
THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is entered into by the parties below in Shenzhen, the People’s Republic of China on and as of June 8, 2007:
Content Services AgreementContent Services Agreement • September 24th, 2007 • Noah Education Holdings Ltd.
THIS CONTENT SERVICES AGREEMENT (“this Agreement”) is entered into by the two parties below in Shenzhen, the People’s Republic of China on and as of June 8, 2007:
Loan AgreementLoan Agreement • September 24th, 2007 • Noah Education Holdings Ltd.
THIS LOAN AGREEMENT (“this Agreement”) is entered into by the parties below in Shenzhen, the People’s Republic of China on and as of June 8, 2007:
AGREEMENT FOR TRUST OF EQUITY AND OTHER RELEVANT ARRANGEMENTTrust Agreement • September 24th, 2007 • Noah Education Holdings Ltd.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 24th, 2007 • Noah Education Holdings Ltd. • Hong Kong
NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement and the other Transaction Documents and of the mutual benefits to be derived herefrom and therefrom, the parties hereto agree as follows:
SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 24th, 2007 • Noah Education Holdings Ltd. • Hong Kong
NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement and the other Transaction Documents and of the mutual benefits to be derived herefrom and therefrom, the parties hereto agree as follows:
