0001193125-07-255661 Sample Contracts

20,460,000 Ordinary Shares in the Form of American Depositary Shares CHINAEDU CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • November 29th, 2007 • ChinaEdu CORP • Services-educational services • New York

The Selling Shareholder desires to sell a certain number of Ordinary Shares in the form of ADSs and to include such shares among the shares covered by the Registration Statement. Unless otherwise defined in this Agreement or the context otherwise requires, all capitalized terms used herein shall have the meanings given to such terms in the Underwriting Agreement (the “Underwriting Agreement”) by and among the Company, the Selling Shareholders and the representative (the “Representative”) of the several Underwriters.

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