AMENDED AND RESTATED STOCK PURCHASE AGREEMENT BY AND AMONG FIRST WIN TECHNOLOGIES LTD., NOAH EDUCATION HOLDINGS LTD. AND MR. BENGUO TANG DATED JUNE 8, 2011Stock Purchase Agreement • November 30th, 2011 • Noah Education Holdings Ltd. • Services-prepackaged software • New York
This AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (this “Agreement”) is dated June 8, 2011 by and among First Win Technologies Ltd. (“Purchaser”), a company organized under the Laws of the British Virgin Islands, Noah Education Holdings Ltd. (“Seller”), an exempted company incorporated under the Laws of the Cayman Islands, being the sole stockholder of Well Profit Creation Limited (the “Company”), a limited liability company organized under the Laws of Hong Kong, and Mr. Benguo Tang (“Mr. Tang”), holder of PRC passport no. G21933333 and owner of 100% issued share capital of Purchaser.
SUPPLEMENTAL AGREEMENT (II) TO INVESTMENT AGREEMENT July 22, 2011Investment Agreement • November 30th, 2011 • Noah Education Holdings Ltd. • Services-prepackaged software
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • November 30th, 2011 • Noah Education Holdings Ltd. • Services-prepackaged software
NOW, THEREFORE, the Pledgor and the Pledgee unanimously agree to enter into this Agreement according to the following terms:
INVESTMENT AGREEMENT April 13, 2011Investment Agreement • November 30th, 2011 • Noah Education Holdings Ltd. • Services-prepackaged software
NOW, THEREFORE, the parties hereto have, after friendly consultation, reached the following agreement in respect of the above matters based on the principles of equality and mutual benefits, and in accordance with the Company Law, the Regulations for the Administration of Companies Registration of the People’s Republic of China and other relevant laws and regulations of the People’s Republic of China.
Content Services AgreementContent Services Agreement • November 30th, 2011 • Noah Education Holdings Ltd. • Services-prepackaged software
THIS CONTENT SERVICES AGREEMENT (“this Agreement”) is entered into by the two parties below in Changsha, the People’s Republic of China on and as of June 8, 2011:
Loan agreementLoan Agreement • November 30th, 2011 • Noah Education Holdings Ltd. • Services-prepackaged software
THIS LOAN AGREEMENT (“this Agreement”) is entered into by the parties below in Changsha, the People’s Republic of China on and as of June 8, 2011:
Exclusive Technical Supporting and Consulting Services AgreementExclusive Technical Supporting and Consulting Services Agreement • November 30th, 2011 • Noah Education Holdings Ltd. • Services-prepackaged software
THIS EXCLUSIVE TECHNICAL SUPPORTING AND CONSULTING SERVICES AGREEMENT (“this Agreement”) is entered into by the two parties below in Changsha, the People’s Republic of China on and as of June 8, 2011:
SUPPLEMENTAL AGREEMENT (I) TO INVESTMENT AGREEMENT May 18, 2011Investment Agreement • November 30th, 2011 • Noah Education Holdings Ltd. • Services-prepackaged software
Software Development and Maintenance AgreementSoftware Development and Maintenance Agreement • November 30th, 2011 • Noah Education Holdings Ltd. • Services-prepackaged software
THIS SOFTWARE DEVELOPMENT AND MAINTENANCE AGREEMENT (“this Agreement”) is entered into by the two parties below in Changsha, the People’s Republic of China on and as of June 8, 2011:
CALL OPTION AGREEMENTCall Option Agreement • November 30th, 2011 • Noah Education Holdings Ltd. • Services-prepackaged software
Equity Transfer and Registered Capital Increase Agreement In relation to Shanghai Yuanbo Education Information and Consulting Corporation Ltd. By and Among Noah Education Technology (Shenzhen) Co., Ltd. And Shanghai Yuanbo Education Information and...Noah Education Holdings Ltd. • November 30th, 2011 • Services-prepackaged software
This Equity Transfer and Registered Capital Increase Agreement (this “Agreement”) is executed by the following parties on April 13, 2011.
