0001193125-12-164744 Sample Contracts

NOTES AND WARRANTS PURCHASE AGREEMENT
Notes and Warrants Purchase Agreement • April 16th, 2012 • Fir Tree Inc. • Services-educational services • New York

This Notes and Warrants Purchase Agreement (this “Agreement”) is made and entered into as of April 10, 2012, by and among ChinaCast Education Corporation, a Delaware corporation (the “Company”), Fir Tree Value Master Fund, L.P. (“Fir Tree Value”), Fir Tree Capital Opportunity Master Fund, L.P. (“Fir Tree Capital” and, collectively with Fir Tree Value, “Fir Tree”), Lake Union Capital Fund, LP (“Lake Union Capital”), Lake Union Capital TE Fund, LP (“Lake Union Capital TE”), MRMP Managers LLC (“MRMP”), Harkness Trust (“Harkness”), Ashford Capital Partners, L.P. (“Ashford”), Anvil Investment Associates, L.P. (“Anvil”) and Columbia Pacific Opportunity Fund, L.P. (“Col-Pac”) (each of Fir Tree Capital, Fir Tree Value, Lake Union Capital, Lake Union Capital TE, MRMP, Harkness, Ashford, Anvil and Col-Pac, individually, a “Purchaser” and collectively, the “Purchasers”).

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