Exhibit 4.4


 





REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (the “Agreement”) is made and entered into as of this 24th day of August, 2012 by and among ChinaCast
Education Corporation, a Delaware corporation (the “Company”), the parties listed on Schedule A attached hereto
(the “Initial Investors”) and the parties listed on Schedule B attached hereto (the “Additional Investors”
and, collectively, with the Initial Investors, any Affiliate or permitted transferee of any Initial Investor or Additional Investor
who is a subsequent holder of any Warrants or Registrable Securities, the “Investors”). Capitalized terms used herein
have the respective meanings ascribed thereto in the Note and Warrant Purchase Agreement, dated as of August 24, 2012 (the “Purchase
Agreement”), among the Company and the Investors unless otherwise defined herein.


 


The parties hereby
agree as follows:


 


1.                 
Certain Definitions.


 


As used in this Agreement,
the following terms shall have the following meanings:


 


“Additional
Warrants” means the Warrants included in the securities sold to the Initial Investors pursuant to the Borrowing Notice.


 


“Additional
Tranche Warrant Shares” means the shares of Common Stock issuable upon the exercise of the Additional Warrants.


 


“Affiliate”
means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is
controlled by, or is under common Control with, such Person.


 


“Common Stock”
means the Company’s common stock, par value $0.0001 per share, and any securities into which such shares may hereinafter
be reclassified.


 


“Control”
(including the terms “controlling”, “controlled by” or “under common control with”) means the
possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise.


 


“Deemed Investment
Amount” means a dollar amount equal to the product of (i) $1.00 and (ii) the number of shares of Common Stock that are
not Registrable Warrant Securities held by the Fir Tree Investors as of the applicable time or, if securities have been issued
in exchange for or in replacement of Common Stock, the number of shares of Common Stock that were not Registrable Warrant Securities
held by the Fir Tree Investors immediately prior to such exchange or replacement.


 


“Existing
Agreement” means the Notes and Warrants Purchase Agreement, dated as of April 10, 2012, by and among the Company and
the Initial Investors.


 






    	 



    	 	



    
 


“Existing
Registration Rights Agreement” means the Registration Rights Agreement, dated November 23, 2009, among the Company, Fir
Tree Value Master Fund, L.P. and Fir Tree Capital Opportunity Master Fund, L.P.


 


“Fir Tree
Investors” means Fir Tree Value Master Fund, L.P. and Fir Tree Capital Opportunity Master Fund, L.P.


 


“Initial Warrants”
means the Warrants included in the securities sold to the Initial Investors pursuant to the Existing Agreement.


 


“Initial Warrant
Shares” means the shares of Common Stock issuable upon the exercise of the Initial Warrants.


 


“LL”
means Linklaters LLP.


 


“LS”
means Lowenstein Sandler PC.


 


“New Warrants”
means the Warrants included in the securities sold to the Investors pursuant to the Purchase Agreement.


 


“New Warrant
Shares” means the shares of Common Stock issuable upon the exercise of the New Warrants.


 


“Person”
means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company,
joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically
listed herein.


 


“Prospectus”
means (i) the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by
all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference
in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under the 1933 Act.


 


“Register,”
“registered” and “registration” refer to a registration made by preparing and filing a Registration
Statement or similar document in compliance with the 1933 Act (as defined below), and the declaration or ordering of effectiveness
of such Registration Statement or document.


 


“Registrable
Securities” means (i) the Registrable Warrant Securities and (ii) the shares of Common Stock held by the Fir Tree Investors
(including any additional shares of Common Stock acquired by any of the Fir Tree Investors after the date of this Agreement) together
with any securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement
of such shares of Common Stock; provided, that, a security shall cease to be a Registrable Security upon sale pursuant to a Registration
Statement or Rule 144 under the 1933 Act.


 






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“Registrable
Warrant Securities” means (i) the Warrant Shares and (ii) any other securities issued or issuable with respect to or
in exchange for Registrable Warrant Securities (including, for the avoidance of doubt, any shares of Common Stock resulting from
the conversion of the Warrants), whether by merger, charter amendment or otherwise; provided, that, a security shall cease to be
a Registrable Warrant Security upon (A) sale pursuant to a Registration Statement or Rule 144 under the 1933 Act, or (B) other
than with respect to any Registrable Warrant Security held by the Fir Tree Investors or any other Investor that is then an Affiliate
of the Company, such security becoming eligible for sale without restriction by the Investors pursuant to Rule 144.


 


“Registration
Statement” means any registration statement of the Company filed under the 1933 Act that covers the resale of any of
the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement,
including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.


 


“Required
Investors” means (i) the Investors holding a majority of the Registrable Securities and (ii) any Investor which, together
with its Affiliates, has purchased securities of the Company pursuant to the Existing Agreement, the Borrowing Notice and/or the
Purchase Agreement with an initial purchase price of more than $500,000 and which continues to beneficially own any Registrable
Securities.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“1933 Act”
means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“1934 Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Warrants”
means, collectively, the Initial Warrants, the Additional Warrants and the New Warrants.


 


“Warrant Shares”
means, collectively, the Initial Warrant Shares, the Additional Warrant Shares and the New Warrant Shares.


 


2.                 
Registration.


 


(a)               
Registration Statements.


 


(i)                
Initial Registration Statement. The Company shall use commercially reasonable efforts to comply with its reporting
obligations under the 1934 Act as soon as reasonably practicable, including, without limitation, by filing (i) any required reports,
statements or other documents with the SEC which have not been timely filed on the date hereof and (ii) appropriate amendments
responding to SEC comments on any existing reports, statements or other documents which have been filed with the SEC prior to the
date hereof. The first date on which the Company fully complies with its reporting obligations under the 1934 Act and is not subject
to any outstanding SEC comments on, or any SEC review of, its 1934 Act filings is hereinafter referred to as the “Compliance
Date.” No later than 30 days after the Compliance Date (the “Filing Deadline”), the
Company shall prepare and file with the SEC one Registration Statement on Form S-1, covering the resale of the Registrable
Securities. Subject to any SEC comments, such Registration Statement shall include the plan of distribution attached hereto as
Exhibit A; provided, however, that no Investor shall be named as an “underwriter” in the Registration Statement
without the Investor’s prior written consent. Such Registration Statement also shall cover pursuant to Rule 416 such indeterminate
number of additional shares of Common Stock due to an increase in the number of Warrant Shares resulting from changes in the Exercise
Price pursuant to the terms of the Warrants. Such Registration Statement shall not include any shares of Common Stock or other
securities for the account of any other holder without the prior written consent of the Required Investors. The Registration Statement
(and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance
with Section 3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering
the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments
to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such
Investor pursuant to the Existing Agreement, the Borrowing Notice and/or the Purchase Agreement plus with respect to any Registrable
Securities that are not Registrable Warrant Securities 1.5% of the Deemed Investment Amount for each 30-day period or pro rata
for any portion thereof following the Filing Deadline for which no Registration Statement is filed with respect to the Registrable
Securities. Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect
the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash no later than three
(3) Business Days after the end of each 30-day period.


 






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(ii)              
S-3 Qualification. Promptly following the date (the “Qualification Date”) upon which the Company
becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event
more than thirty (30) days after the Qualification Date (the “Qualification Deadline”), the Company shall file a registration
statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the registration statement
on Form S-1) (a “Shelf Registration Statement”) and shall use commercially reasonable efforts to cause such Shelf Registration
Statement to be declared effective as promptly as practicable thereafter. If a Shelf Registration Statement covering the Registrable
Securities is not filed with the SEC on or prior to the Qualification Deadline, the Company will make pro rata payments to each
Investor, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor
pursuant to the Existing Agreement, the Borrowing Notice and/or the Purchase Agreement plus with respect to any Registrable Securities
that are not Registrable Warrant Securities 1.5% of the Deemed Investment Amount for each 30-day period or pro rata for any portion
thereof following the date by which such Shelf Registration Statement should have been filed for which no such Shelf Registration
Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary
remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made
to each Investor in cash no later than three (3) Business Days after the end of each 30-day period.


 


(b)              
Expenses. The Company will pay all expenses associated with effecting the registration of the Registrable
Securities, including filing and printing fees, the Company’s counsel and accounting fees and expenses, costs associated
with clearing the Registrable Securities for sale under applicable state securities laws, listing fees, reasonable fees and expenses
of each of LL and LS, in each case not to exceed $5,000 ($10,000 in the event that Section 2(d) becomes applicable) and the Investors’
reasonable expenses in connection with the registration, but excluding discounts, commissions, fees of underwriters, selling brokers,
dealer managers or similar securities industry professionals with respect to the Registrable Securities being sold.


 






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(c)               
Effectiveness.


 


(i)                
The Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon
as practicable. The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event, within
twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors with
copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby.
If (A)(x) a Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the earlier
of (i) five (5) Business Days after the SEC shall have informed the Company that no review of the Registration Statement will be
made or that the SEC has no further comments on the Registration Statement or (ii) the 90th day after the Filing Deadline
or (y) a Shelf Registration Statement is not declared effective by the SEC prior to the earlier of (i) five (5) Business Days after
the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further
comments on the Registration Statement or (ii) the 90th day after the Qualification Deadline, or
(B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement
for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration
Statement), but excluding any Allowed Delay (as defined below) or the inability of any Investor to sell the Registrable Securities
covered thereby due to market conditions, then the Company will make pro rata payments to each Investor, as liquidated damages
and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Investor pursuant to the Existing Agreement,
the Borrowing Notice and/or the Purchase Agreement for each 30- day period or pro rata for any portion thereof following the date
by which such Registration Statement should have been effective (the “Blackout Period”). Such payments shall constitute
the Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive
relief. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days
of the last day of each month following the commencement of the Blackout Period until the termination of the Blackout Period. Such
payments shall be made to each Investor in cash.


 


(ii)              
For not more than twenty (20) consecutive days or for a total of not more than sixty (60) days in any twelve (12)
month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section
in the event that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure of material
non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company,
in the best interests of the Company, (B) amend or supplement the affected Registration Statement or the related Prospectus so
that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances
under which they were made, not misleading, or (C) obtain an expert consent which is required for the continued use of any Prospectus
included in any Registration Statement (an “Allowed Delay”); provided, that the Company shall promptly (a) notify each
Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose
to such Investor any material non-public information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease
all sales under the Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate
an Allowed Delay as promptly as practicable.


 






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(d)              
Rule 415; Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable
Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule
415 under the 1933 Act or requires any Investor to be named as an “underwriter”, the Company shall use its best efforts
to persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering
“by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter”.
The Investors shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC
regarding the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with
respect thereto. No such written submission shall be made to the SEC to which the Investors’ counsel reasonably objects.
In the event that, despite the Company’s best efforts and compliance with the terms of this Section 2(d), the SEC refuses
to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities
(the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the
Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively,
the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Investor as an “underwriter”
in such Registration Statement without the prior written consent of such Investor. Any cut-back imposed on the Investors pursuant
to this Section 2(d) shall be allocated among the Investors on a pro rata basis unless the SEC Restrictions otherwise require or
provide or the Investors otherwise agree. No liquidated damages shall accrue as to any Cut Back Shares until such date as the Company
is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction
Termination Date” of such Cut Back Shares). From and after the Restriction Termination Date applicable to any Cut Back Shares,
all of the provisions of this Section 2 (including the liquidated damages provisions) shall again be applicable to such Cut Back
Shares; provided, however, that (i) the Filing Deadline and the Qualification Deadline for the Registration Statement including
such Cut Back Shares shall be 30 days after such Restriction Termination Date, and (ii) the date by which the Company is required
to obtain effectiveness with respect to such Cut Back Shares under Section 2(c) shall be the 90th day immediately after
the Restriction Termination Date.


 






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(e)               
Right to Piggyback Registration.


 


(i)                
Subject to any SEC Restrictions, if at any time following the date of this Agreement that any Registrable Securities
remain outstanding (A) there is not one or more effective Registration Statements covering all of the Registrable Securities that
the Investors desire to have registered and (B) the Company proposes for any reason to register any shares of Common Stock under
the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect
to an offering of Common Stock by the Company for its own account or for the account of any of its stockholders, it shall at each
such time promptly give written notice to the holders of the Registrable Securities of its intention to do so (but in no event
less than thirty (30) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under
the 1933 Act, include in such registration all Registrable Securities with respect to which the Company has received written requests
for inclusion therein within fifteen (15) days after receipt of the Company’s notice (a “Piggyback Registration”).
Such notice shall describe the amount and type of securities to be included in such registration or offering, and shall offer the
holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such
holder may request and shall indicate the intended method of distribution of such Registrable Securities. The Company shall enter
into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as
are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities to be included in a Piggyback
Registration. No Investor included in the applicable registration statement shall be required to make any representations or warranties
in any underwriting agreement except, if applicable, with respect to such holder’s organization, good standing, authority,
title to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational
documents, and with respect to written information relating to such holder that such holder has furnished in writing expressly
for inclusion in such Registration Statement.


 


(ii)              
Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Investors must
sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting
discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall
be responsible for other expenses as set forth in Section 2(b)) and subject to the Investors entering into customary underwriting
documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice
of its intention to register any Registrable Securities pursuant to Section 2(e)(i) and prior to the effective date of the registration
statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration
statement to become effective under the 1933 Act, the Company shall deliver written notice to the Investors and, thereupon, shall
be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that
nothing contained in this Section 2(e)(ii) shall limit the Company’s liabilities and/or obligations under this Agreement,
including, without limitation, the obligation to pay liquidated damages under this Section 2.


 


3.                 
Company Obligations. The Company will use commercially reasonable efforts to effect the registration of the
Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:


 


(a)               
use commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously
effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such
Registration Statement as amended from time to time, have been sold, and (ii) the date on which all Registrable Securities covered
by such Registration Statement may be sold without restriction pursuant to Rule 144 (the “Effectiveness Period”);


 






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(b)              
prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the
Prospectus as may be necessary to keep the Registration Statement effective for the Effectiveness Period and to comply with the
provisions of the 1933 Act and the 1934 Act with respect to the distribution of all of the Registrable Securities covered thereby;


 


(c)               
provide copies to and permit LL and LS to review each Registration Statement and all amendments and supplements thereto
no fewer than seven (7) days prior to their filing with the SEC and not file any document to which either LL or LS reasonably objects;


 


(d)              
furnish to the Investors and their legal counsel (i) promptly after the same is prepared and publicly distributed,
filed with the SEC, or received by the Company (but not later than two (2) Business Days after the filing date, receipt date or
sending date, as the case may be) one (1) copy of any Registration Statement and any amendment thereto, each preliminary prospectus
and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC or the
staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such Registration
Statement (other than any portion of any thereof which contains information for which the Company has sought confidential treatment),
and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto
and such other documents as each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities
owned by such Investor that are covered by the related Registration Statement;


 


(e)               
use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness
and, (ii) if such order is issued, obtain the withdrawal of any such order at the earliest possible moment;


 


(f)               
prior to any public offering of Registrable Securities, use commercially reasonable efforts to register or qualify
or cooperate with the Investors and their counsel in connection with the registration or qualification of such Registrable Securities
for offer and sale under the securities or blue sky laws of such jurisdictions requested by the Investors and do any and all other
commercially reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable
Securities covered by the Registration Statement; provided,
however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business
in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (ii) subject itself to general
taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f), or (iii) file a general consent
to service of process in any such jurisdiction;


 


(g)              
use commercially reasonable efforts to cause all Registrable Securities covered by a Registration Statement to be
listed on each securities exchange, interdealer quotation system or other market on which similar securities issued by the Company
are then listed;


 






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(h)              
immediately notify the Investors, at any time prior to the end of the Effectiveness Period, upon discovery that,
or upon the happening of any event as a result of which, the Prospectus includes an untrue statement of a material fact or omits
to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of
the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a supplement to or an amendment
of such Prospectus as may be necessary so that such Prospectus shall not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the
circumstances then existing;


 


(i)                
otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under
the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including
any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Investors in writing
if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result
thereof, the Investors are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take
such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder; and make
available to its security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below),
an earnings statement covering a period of at least twelve (12) months, beginning after the effective date of each Registration
Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the 1933 Act, including Rule 158 promulgated
thereunder (for the purpose of this subsection 3(i), “Availability Date” means the 45th day following the end of the
fourth fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter
is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such
fourth fiscal quarter); and


 


(j)                
With a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any other rule
or regulation of the SEC that may at any time permit the Investors to sell shares of Common Stock to the public without registration,
the Company covenants and agrees to: from and after the Compliance Date (i) make and keep public information available, as those
terms are understood and defined in Rule 144, until the earlier of (A) the later of (x) the Fir Tree Investors and any other Investor
that is then an Affiliate of the Company ceasing to hold any Registrable Securities or (y) six months after such date as all of
the Registrable Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar
effect, or (B) such date as all of the Registrable Securities shall have been resold; (ii) file with the SEC in a timely manner
all reports and other documents required of the Company under the 1934 Act; and (iii) furnish to each Investor upon request (to
the extent not available on EDGAR), as long as such Investor owns any Registrable Securities, (A) a written statement by the Company
that it has complied with the reporting requirements of the 1934 Act, (B) a copy of the Company’s most recent Annual Report
on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail
such Investor of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration.


 






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4.                 
Due Diligence Review; Information. The Company shall make available, upon reasonable request during normal
business hours, for inspection and review by any Investor holding Registrable Securities covered by the applicable Registration
Statement, and its advisor and representatives of the Investors (who may or may not be affiliated with such Investor and who are
reasonably acceptable to the Company), all financial and other records, all SEC Filings (as defined in the Purchase Agreement)
and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary
for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period,
to supply all such information reasonably requested by such Investor or any such representative, advisor or underwriter in connection
with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made
or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for
the sole purpose of enabling the Investors and such representatives, advisors and underwriters and their respective accountants
and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement.


 


The Company shall not
disclose material nonpublic information to the Investors, or to advisors to or representatives of the Investors, pursuant to this
Section 4 unless prior to disclosure of such information the Company identifies such information as being material nonpublic information
and provides the Investors, such advisors and representatives with the opportunity to accept or refuse to accept such material
nonpublic information for review and any Investor wishing to obtain such information enters into an appropriate confidentiality
agreement with the Company with respect thereto.


 


5.                 
Obligations of the Investors.


 


(a)               
Each Investor shall furnish in writing to the Company such information regarding itself, the Registrable Securities
held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to
effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as
the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration
Statement, the Company shall notify each Investor of the information the Company requires from such Investor if such Investor elects
to have any of the Registrable Securities included in the Registration Statement. An Investor shall provide such information to
the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Investor
elects to have any of the Registrable Securities included in the Registration Statement.


 


(b)              
Each Investor, by its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Investor
has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.


 


(c)               
Each Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed
Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(h) hereof, such Investor will immediately
discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities,
until the Investor is advised by the Company that such dispositions may again be made.


 






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6.                 
Indemnification.


 


(a)               
Indemnification by the Company. The Company will indemnify and hold harmless each Investor and its officers,
directors, members, employees and agents, successors and assigns, and each other person, if any, who controls such Investor within
the meaning of the Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any losses, claims, damages or liabilities,
joint or several, to which they may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement
or omission or alleged omission of any material fact contained in any Registration Statement, any preliminary Prospectus or final
Prospectus, or any amendment or supplement thereof; (ii) any blue sky application or other document executed by the Company specifically
for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to
qualify any or all of the Registrable Securities under the securities laws thereof (any such application, document or information
herein called a “Blue Sky Application”); (iii) the omission or alleged omission to state in a Blue Sky Application
a material fact required to be stated therein or necessary to make the statements therein not misleading; (iv) any violation by
the Company or its agents of the 1933 Act or any rule or regulation promulgated under the 1933 Act applicable to the Company or
its agents and relating to action or inaction required of the Company in connection with such registration; or (v) any failure
to register or qualify the Registrable Securities included in any such Registration Statement in any state where the Company or
its agents has affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification
on an Investor’s behalf and will promptly reimburse such Investor, and each such officer, director or member and each such
controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such
case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission so made in reliance upon and in conformity with information furnished
by such Investor or any such controlling person in writing specifically for use in such Registration Statement or Prospectus.


 


(b)              
Indemnification by the Investors. Each Investor agrees, severally but not jointly, to indemnify and hold harmless,
to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls
the Company (within the meaning of Section 15 of the 1933 Act) against any losses, claims, damages, liabilities and expense (including
reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to
be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary
to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is
contained in any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration
Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of an Investor be greater in amount
than the dollar amount of the proceeds (net of all expenses paid by such Investor in connection with any claim relating to this
Section 6 and the amount of any damages such Investor has otherwise been required to pay by reason of such untrue statement or
omission) received by such Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise
to such indemnification obligation.


 






    	-11-



    	 



    
 


(c)               
Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt
notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying
party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any
person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense
of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party
has agreed to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and
employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such person, based upon written
advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims
(in which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at
the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf
of such person); and provided, further, that the failure of any indemnified party to give notice as provided herein
shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall
materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying
party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate
firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified
party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation.


 


(d)              
Contribution. If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) is
unavailable to an indemnified party or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying
party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability
in such proportion as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well
as any other relevant equitable considerations. No person guilty of fraudulent misrepresentation within the meaning of Section
11(f) of the 1933 Act shall be entitled to contribution from any person not guilty of such fraudulent misrepresentation. In no
event shall the contribution obligation of a holder of Registrable Securities be greater in amount than the dollar amount of the
proceeds (net of all expenses paid by such holder in connection with any claim relating to this Section 6 and the amount of any
damages such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.


 






    	-12-



    	 



    
 


7.                 
Miscellaneous.


 


(a)               
Amendments and Waivers. This Agreement may be amended only by a writing signed by the Company and the Required
Investors. The Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it,
only if the Company shall have obtained the written consent to such amendment, action or omission to act, of the Required Investors.


 


(b)              
Notices. All notices and other communications provided for or permitted hereunder shall be made as set forth
in Section 6.2 of the Purchase Agreement, or, with respect to any Investor or other holder of securities included in a Registration
Statement, pursuant to the terms of the agreement under which such Investor or other holder acquired the securities included in
such Registration Statement. For the avoidance of doubt, the notice provisions as set forth in Section 6.2 of the Purchase Agreement
shall apply with respect to all Registrable Securities held by the Fir Tree Investors.


 


(c)               
Assignments and Transfers by Investors. The provisions of this Agreement shall be binding upon and inure to
the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from
time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by
such Investor to such person, provided that such Investor complies with all laws applicable thereto and provides written notice
of assignment to the Company promptly after such assignment is effected.


 


(d)              
Assignments and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operation
of law or otherwise) without the prior written consent of the Required Investors, provided, however, that in the event that the
Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock
is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall,
by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company”
shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities
received by the Investors in connection with such transaction unless such securities are otherwise freely tradable by the Investors
after giving effect to such transaction.


 


(e)               
Benefits of the Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f)               
Counterparts; Faxes. This Agreement may be executed in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed via facsimile,
which shall be deemed an original.


 






    	-13-



    	 



    
 


(g)              
Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are
not to be considered in construing or interpreting this Agreement.


 


(h)              
Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable
law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders
any provisions hereof prohibited or unenforceable in any respect.


 


(i)                
Further Assurances. The parties shall execute and deliver all such further instruments and documents and take
all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment
of the agreements herein contained.


 


(j)                
Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended
to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter
contained herein. This Agreement supersedes the Existing Registration Rights Agreement, Section 4.3 of the Existing Agreement,
the registration rights provisions of the Borrowing Notice and all prior agreements and understandings between the parties with
respect to the subject matter contained herein.


 


(k)              
Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed
in accordance with, the internal laws of the State of New York without regard to the choice of law principles thereof. Each of
the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York
County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding
or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection
with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified
for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such
court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any
objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim
that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  EACH OF THE PARTIES
HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT.


 






    	-14-



    	 



    
 




IN WITNESS WHEREOF,
the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first
above written.


 


The Company:CHINACAST EDUCATION CORPORATION


 





























	 	By: 	 /s/ Doug Woodrum	 
	 	Name: 	 Doug Woodrum	 
	 	Title: 	 Chief Financial Officer	 






 





[Signature pages follow.]


 






    	-15-



    	 



    
 


























	 	Fir Tree Value Master Fund, L.P.	 
	 	 	 	 
	 	By: 	 /s/ Don McCarthy	 
	 	Name: 	  Don McCarthy	 
	 	Title: 	 CFO	 






 


 


























	 	FIR TREE CAPITAL OPPORTUNITY MASTER FUND, L.P.
	 	 	 	 
	 	By: 	 /s/ Don McCarthy	 
	 	Name: 	  Don McCarthy	 
	 	Title: 	 CFO	 






 


 


 


 



    	-16-



    	 



    
 


 
































	 	Lake Union Capital Fund, LP	 
	 	 	 	 
	 	By: 	 /s/ Michael Self 	 
	 	Name: 	 Michael Self	 
	 	Title: 	 Managing Member of the General Partner	 






 


 


























	 	Lake Union Capital TE Fund, LP	 
	 	 	 	 
	 	By: 	 /s/ Michael Self 	 
	 	Name: 	 Michael Self	 
	 	Title: 	 Managing Member of the General Partner	 






 


 


 





 






    	-17-



    	 



    
 


 






































	 	MRMP Managers LLC	 
	 	 	 	 
	 	By: 	 /s/ Ned L. Sherwood	 
	 	Name: 	  Ned L. Sherwood	 
	 	Title: 	  Investment Manager	 






 


 






    	-18-



    	 



    
 




















	 	Harkness Trust	 
	 	 	 	 
	 	By: 	 /s/ Theodore H. Ashford	 
	 	Name: 	  Theodore H. Ashford	 
	 	Title: 	  Trustee	 






 


 














	 	Ashford Capital Management, Inc. w/ discretion f.b.o.
    
 Ashford Capital Partners, L.P.
	 	 	 	 
	 	By: 	 /s/ Theodore H. Ashford III	 
	 	Name: 	  Theodore H. Ashford III	 
	 	Title: 	  CEO & CIO Ashford Capital Mgt., Inc.	 






 


 














	 	Ashford Capital Management, Inc. w/ discretion f.b.o.
    
 Anvil Investment Associates, L.P.
	 	 	 	 
	 	By: 	 /s/ Theodore H. Ashford III	 
	 	Name: 	  Theodore H. Ashford III	 
	 	Title: 	  CEO & CIO Ashford Capital Mgt., Inc.	 






 





 






    	-19-



    	 



    



 




















	 	Columbia
Pacific Opportunity Fund, L.P. 
	 	 	 	 
	 	By: 	 /s/ Alex Washburn	 
	 	Name: 	  Alex Washburn	 
	 	Title: 	  Manager	 






 


 


 



    	-20-



    	 



    
 







 


























	 	Special
Situations Fund III QP, L.P. 
	 	 	 	 
	 	By: 	 /s/ David Greenhouse	 
	 	Name: 	  David Greenhouse	 
	 	Title: 	  Partner	 






 


 


























	 	Special
Situations Cayman Fund, L.P. 
	 	 	 	 
	 	By: 	 /s/  David Greenhouse	 
	 	Name: 	  David Greenhouse	 
	 	Title: 	  Partner	 






 






    	-21-



    	 



    
 























	 	Daniel Tseung	 
	 	 	 	 
	 	/s/ Daniel Tseung 	 
	 	 	 	 






 























	 	Stephen Markscheid	 
	 	 	 	 
	 	/s/ Stephen Markscheid	 
	 	 	 	 






 


 





























	 	Fred Tarter	 
	 	 	 	 
	 	/s/ Fred
Tarter 	 
	 	 	 	 






 


 























	 	Peter Keane	 
	 	 	 	 
	 	/s/ Peter
Keane	 
	 	 	 	 






 































	 	Derek Feng	 
	 	 	 	 
	 	/s/ Derek
Feng 	 
	 	 	 	 






 























	 	Doug Woodrum	 
	 	 	 	 
	 	/s/ Doug
Woodrum	 
	 	 	 	 






 





 






    	-22-



    	 



    
 


 


























	 	Parsifal
Partners LLC 
	 	 	 	 
	 	By: 	 /s/ Kenneth Rilander	 
	 	Name: 	  Kenneth Rilander	 
	 	Title: 	   	 






 
































	 	Alan
N. Colner	 
	 	 	 	 
	 	/s/ Alan N. Colner	 
	 	 	 	 






 































	 	Sanford
M. Schwartz	 
	 	 	 	 
	 	/s/ Sanford M. Schwartz 	 
	 	 	 	 






 























	 	Allen
R. DeCotiis	 
	 	 	 	 
	 	/s/ Allen R. Decotiis	 
	 	 	 	 






 





 






    	-23-



    	 



    
 


 
































	 	Stamps
Family Partnership III, LP 
	 	 	 	 
	 	By: 	 /s/ E. R. Stamps	 
	 	Name: 	  E. R. Stamps	 
	 	Title: 	   	 






 





 






    	-24-



    	 



    
 








 





























	 	Park
Financial Corporation 
	 	 	 	 
	 	By: 	 /s/ Jeffrey Swanson	 
	 	Name: 	  Jeffrey Swanson	 
	 	Title: 	  VP 	 






 





























	 	howard
s. berl trust 
	 	 	 	 
	 	By: 	 /s/ Howard S. Berl	 
	 	Name: 	  Howard S. Berl	 
	 	Title: 	  Trustee for the Howard S. Berl Trust	 






 
































	 	Michael
berl	 
	 	 	 	 
	 	/s/ Michael Berl	 
	 	 	 	 






 


 


   



    	-25-



    	 



    
 







Schedule A


 


Initial Investors


 


 


 


Fir Tree Value Master Fund, L.P.


Fir Tree Capital Opportunity Master Fund, L.P.


Lake Union Capital Fund, LP


Lake Union Capital TE Fund, LP


MRMP Managers LLC


Harkness Trust


Ashford Capital Partners, L.P.


Anvil Investment Associates, L.P.


Columbia Pacific Opportunity Fund, L.P.


 






    	-26-



    	 



    
 




Schedule B


 


Additional Investors


 


 


 


Special Situations Fund III QP, L.P.


Special Situations Cayman Fund, L.P.


Daniel Tseung


Stephen Markscheid


Fred Tarter


Stamps Family Partnership III, LP


Peter Keane


Derek Feng


Doug Woodrum


Alan N. Colner


Sanford M. Schwartz


Allen R. DeCotiis


Parsifal Partners LLC


Park Financial Corporation


Howard S. Berl Trust


Michael Berl


 






    	-27-



    	 



    
 




Exhibit A


Plan of Distribution


 


The selling stockholders,
which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests
in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership
distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common
stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or
in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices
related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.


 


The selling stockholders
may use any one or more of the following methods when disposing of shares or interests therein:


 


		-	ordinary brokerage transactions and transactions in which
the broker-dealer solicits purchasers;



 


		-	block trades in which the broker-dealer will attempt
to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;



 


		-	purchases by a broker-dealer as principal and resale
by the broker-dealer for its account;



 


		-	an exchange distribution in accordance with the rules
of the applicable exchange;



 


		-	privately negotiated transactions;



 


		-	short sales effected after the date the registration
statement of which this Prospectus is a part is declared effective by the SEC;



 


		-	through the writing or settlement of options or other
hedging transactions, whether through an options exchange or otherwise;



 


		-	broker-dealers may agree with the selling stockholders
to sell a specified number of such shares at a stipulated price per share;



 


		-	a combination of any such methods of sale; and



 


		-	any other method permitted by applicable law.



 


The selling stockholders
may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if
they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of
common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other
successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of
common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling
beneficial owners for purposes of this prospectus.


 






    	-28-



    	 



    
 


In connection with
the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions
they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out
their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling
stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation
of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares
offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus
(as supplemented or amended to reflect such transaction).


 


The aggregate proceeds
to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less
discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents
from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents.
We will not receive any of the proceeds from this offering. Upon any exercise of the warrants by payment of cash, however, we will
receive the exercise price of the warrants.


 


The selling stockholders
also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of
1933, provided that they meet the criteria and conform to the requirements of that rule.


 


The selling stockholders
and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be "underwriters"
within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale
of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are "underwriters"
within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities
Act.


 


To the extent required,
the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering
prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer
will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement
that includes this prospectus.


 


In order to comply
with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered
or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified
for sale or an exemption from registration or qualification requirements is available and is complied with.


 






    	-29-



    	 



    
 


We have advised the
selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the
market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable we will make
copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the
purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer
that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under
the Securities Act.


 


We have agreed to indemnify
the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating
to the registration of the shares offered by this prospectus.


 


We have agreed with
the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier
of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration
statement or (2) the date on which all of the shares may be sold without restriction pursuant to Rule 144 of the Securities Act.


  



    	-30-