Unassociated Document


    REGISTRATION
RIGHTS AGREEMENT

     

     

    THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 23rd
day of November, 2009, by and among, ChinaCast Education Corporation, a Delaware
corporation (the “Company”); and the undersigned parties listed under Investor
on the signature page hereto (each, an “Investor” and collectively, the
“Investors”).

     

    WHEREAS,
the Investors currently collectively hold 6,031,556 shares of Common Stock (as
hereinafter defined) of the Company (the “Shares”);

     

    WHEREAS,
the Investors and the Company desire to enter into this Agreement to provide the
Investors with certain rights relating to the registration of the Shares and any
additional shares of Common Stock of the Company which may be acquired by any of
them after the date of this Agreement (the “Additional Shares”);

     

    NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

     

    1.           Definitions. The
following capitalized terms used herein have the following
meanings:

     

    “Additional Shares” is
defined in the preamble to this Agreement.

     

    “Agreement” means this
Agreement, as amended, restated, supplemented, or otherwise modified from time
to time.

     

    “Commission” means the
Securities and Exchange Commission, or any other federal agency then
administering the Securities Act or the Exchange Act.

     

    “Common Stock” means
the common stock, par value $0.0001 per share, of the Company.

     

    “Company” is defined
in the preamble to this Agreement.

     

    “Demand Registration”
is defined in Section 2.1.1.

     

    “Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission promulgated thereunder, all as the same shall be in effect at
the time.

     

    “Indemnified Party” is
defined in Section 4.3.

     

    “Indemnifying Party”
is defined in Section 4.3.

     

    “Investor” is defined
in the preamble to this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Investor Indemnified
Party” is defined in Section 4.1.

     

    “Notices” is defined
in Section 6.3.

     

    “Piggy-Back
Registration” is defined in Section 2.2.1.

     

    “Register,” “registered”  and
“registration”
mean a registration effected by preparing and filing a registration statement or
similar document in compliance with the requirements of the Securities Act, and
the applicable rules and regulations promulgated thereunder, and such
registration statement becoming effective.

     

    “Registrable
Securities” means (i) the Shares, (ii) the Additional Shares and (iii)
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 or Additional
Shares.  As to any particular Registrable Securities, such securities
shall cease to be Registrable Securities when:  (a) a Registration
Statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been sold,
transferred, disposed of or exchanged in accordance with such Registration
Statement; (b) such securities shall have been otherwise transferred, new
certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent public distribution of them
shall not require registration under the Securities Act; (c) such securities
shall have ceased to be outstanding, or (d) the Registrable Securities are
salable under Rule 144 of the Securities Act without regard to
volume.

     

    “Registration
Statement” means a registration statement filed by the Company with the
Commission in compliance with the Securities Act and the rules and regulations
promulgated thereunder for a public offering and sale of Common Stock (other
than a registration statement on Form S-4 or Form S-8, or their successors, or
any registration statement covering only securities proposed to be issued in
exchange for securities or assets of another entity).

     

    “Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations of the
Commission promulgated thereunder, all as the same shall be in effect at the
time.

     

    “Shares”  is
defined in the preamble to this Agreement.

     

    “Underwriter” means a
securities dealer who purchases any Registrable Securities as principal in an
underwritten offering and not as part of such dealer’s market-making
activities.

     

    2.           Registration
Rights.

     

    2.1           Demand
Registration.

     

    2.1.1.           Request for
Registration. At any time on or after March 1, 2010, the Investors may
make a written demand for registration under the Securities Act of the sale of
all of their Registrable Securities (a “Demand
Registration”). Any demand for a Demand Registration shall specify the
number of shares of Registrable Securities proposed to be sold and the intended
method(s) of distribution thereof.  The Company shall not be obligated
to effect more than one (1) Demand Registration under this Section 2.1.1 in
respect of Registrable Securities.

     

    
      
        
        

      

      
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    2.1.2.           Effective
Registration. A registration will not count as a Demand Registration
until the Registration Statement filed with the Commission with respect to such
Demand Registration has been declared effective and the Company has complied
with all of its obligations under this Agreement with respect thereto; provided, however, that if,
after such Registration Statement has been declared effective, the offering of
Registrable Securities pursuant to a Demand Registration is interfered with by
any stop order or injunction of the Commission or any other governmental agency
or court, the Registration Statement with respect to such Demand Registration
will be deemed not to have been declared effective, unless and until, (i) such
stop order or injunction is removed, rescinded or otherwise terminated, and (ii)
a majority-in-interest of the Investors thereafter elect to continue the
offering.

     

    2.2           Piggy-Back
Registration.

     

    2.2.1.           Piggy-Back Rights. If
at any time on or after April 1, 2010, the Company proposes to file a
Registration Statement under the Securities Act with respect to an offering of
equity securities, or securities or other obligations exercisable or
exchangeable for, or convertible into, equity securities, by the Company for its
own account or by shareholders of the Company for their own account, other than
a Registration Statement (i) filed in connection with any employee stock option
or other benefit plan, (ii) for an exchange offer or offering of securities
solely to the Company’s existing shareholders, (iii) for an offering of debt
that is convertible into equity securities of the Company or (iv) for a dividend
reinvestment plan, then the Company shall (x) give written notice of such
proposed filing to the Investors as soon as practicable but in no event less
than fifteen (15) days before the anticipated filing date, which notice shall
describe the amount and type of securities to be included in such offering, the
intended method(s) of distribution, and the name of the proposed managing
Underwriter or Underwriters, if any, of the offering, and (y) offer to the
Investors in such notice the opportunity to register the sale of such number of
shares of Registrable Securities as such Investors may request in writing within
eight (8) days following receipt of such notice (a “Piggy-Back
Registration”); provided, however, that in no event may the number of
shares of Registrable Securities exceed such number of shares as would
constitute (i) fifteen percent (15%) of the proposed underwritten offering and
(ii) fifty percent (50%) of any over-allotment with respect to such underwritten
offering unless otherwise agreed by the Company and the managing Underwriter or
Underwriters of the proposed offering. The Company shall cause such Registrable
Securities to be included in such registration and shall use its best efforts to
cause the managing Underwriter or Underwriters of a proposed underwritten
offering to permit the Registrable Securities requested to be included in a
Piggy-Back Registration to be included on the same terms and conditions as any
similar securities of the Company and to permit the sale or other disposition of
such Registrable Securities in accordance with the intended method(s) of
distribution thereof.  All Investors proposing to distribute their
securities through a Piggy-Back Registration that involves an Underwriter or
Underwriters shall enter into an underwriting agreement in customary form with
the Underwriter or Underwriters selected for such Piggy-Back
Registration.

     

    
      
        
        

      

      
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    2.2.2.           Withdrawal Reduction.
Any Investor may elect to withdraw such Investor’s request for inclusion of
Registrable Securities in any Piggy-Back Registration by giving written notice
to the Company of such request to withdraw prior to the effectiveness of the
Registration Statement. The Company may also elect to withdraw a Registration
Statement at any time prior to the effectiveness of the Registration Statement
or may elect to reduce the total number of shares being registered under the
Registration Statement with respect to such proposed underwritten
offering.  In the event that the number of shares being offered in the
underwritten offering is reduced, the total number of Registrable Securities
that may be included in the underwritten offering shall be reduced
proportionately.

     

    3.           Registration
Procedures.

     

    3.1           Filings;
Information.  Whenever the Company is required to effect the
registration of any Registrable Securities pursuant to Section 2, the Company
shall use its best efforts to effect the registration and sale of such
Registrable Securities in accordance with the intended method(s) of distribution
thereof as expeditiously as practicable, and in connection with any such
request:

     

    3.1.1.           Filing Registration
Statement. The Company shall, as expeditiously as possible and in any
event within thirty (30) days after receipt of a request for a Demand
Registration pursuant to Section 2.1, prepare and file with the Commission a
Registration Statement on any form for which the Company then qualifies or which
counsel for the Company shall deem appropriate and which form shall be available
for the sale of all Registrable Securities to be registered thereunder in
accordance with the intended method(s) of distribution thereof, and shall use
its best efforts to cause such Registration Statement to become and remain
effective for the period required by Section 3.1.1; provided, however, that the
Company shall have the right to defer any Demand Registration for up to thirty
(30) days, and any Piggy-Back Registration for such period as may be applicable
to deferment of any demand registration to which such Piggy-Back Registration
relates, in each case if the Company shall furnish to the holders a certificate
signed by the Chief Executive Officer of the Company stating that, in the good
faith judgment of the Board of Directors of the Company, it would be materially
detrimental to the Company and its shareholders for such Registration Statement
to be effected at such time; provided further, however, that the
Company shall not have the right to exercise the right set forth in the
immediately preceding proviso more than once in any 365-day period in respect of
a Demand Registration hereunder.

     

    
      
        
        

      

      
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    3.1.2.           Copies. The Company
shall, prior to filing a Registration Statement or prospectus, or any amendment
or supplement thereto, furnish without charge to the Investors included in such
registration, and such Investors’ legal counsel, copies of such Registration
Statement as proposed to be filed, each amendment and supplement to such
Registration Statement (in each case including all exhibits thereto and
documents incorporated by reference therein), the prospectus included in such
Registration Statement (including each preliminary prospectus), and such other
documents as the Investors included in such registration or legal counsel for
any such Investors may reasonably request in order to facilitate the disposition
of the Registrable Securities owned by such Investors.

     

    3.1.3.           Amendments and
Supplements. The Company shall prepare and file with the Commission such
amendments, including post-effective amendments, and supplements to such
Registration Statement and the prospectus used in connection therewith as may be
necessary to keep such Registration Statement effective and in compliance with
the provisions of the Securities Act until all Registrable Securities and other
securities covered by such Registration Statement have been disposed of in
accordance with the intended method(s) of distribution set forth in such
Registration Statement (which period, in the case of a piggy-back registration,
shall not exceed the sum of one hundred eighty (180) days plus any period during
which any such disposition is interfered with by any stop order or injunction of
the Commission or any governmental agency or court) or such securities have been
withdrawn.

     

    3.1.4.           Notification. After
the filing of a Registration Statement, the Company shall promptly, and in no
event more than two (2) business days after such filing, notify the Investors
included in such Registration Statement of such filing, and shall further notify
such Investors promptly and confirm such advice in writing in all events within
two (2) business days of the occurrence of any of the following: (i) when such
Registration Statement becomes effective; (ii) when any post-effective amendment
to such Registration Statement becomes effective; (iii) the issuance or
threatened issuance by the Commission of any stop order (and the Company shall
take all actions required to prevent the entry of such stop order or to remove
it if entered); and (iv) any request by the Commission for any amendment or
supplement to such Registration Statement or any prospectus relating thereto or
for additional information or of the occurrence of an event requiring the
preparation of a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of the securities covered by such
Registration Statement, such prospectus will not contain an untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and promptly make
available to the Investors included in such Registration Statement any such
supplement or amendment; except that before filing with the Commission a
Registration Statement or prospectus or any amendment or supplement thereto,
including documents incorporated by reference, the Company shall furnish to the
Investors included in such Registration Statement and to the legal counsel for
any such Investors, copies of all such documents proposed to be filed no later
then two (2) business days in advance of filing to provide such Investors and
their legal counsel with a reasonable opportunity to review such documents and
reasonably comment thereon and the Company shall not file any Registration
Statement or prospectus or amendment or supplement thereto containing
information with respect to any Investor, which information such Investor or its
legal counsel shall find objectionable.

     

    
      
        
        

      

      
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    3.1.5.           State Securities Laws
Compliance. The Company shall use its best efforts to (i) register or
qualify the Registrable Securities covered by the Registration Statement under
such securities or “blue sky” laws of such jurisdictions in the United States as
the Investors included in such Registration Statement (in light of their
intended plan distribution) may request and (ii) take such action necessary to
cause such Registrable Securities covered by the Registration Statement to be
registered with or approved by such other Governmental Authorities as may be
necessary by virtue of the business and operations of the Company and do any and
all other acts and things that may be necessary or advisable to enable the
Investors included in such Registration Statement to consummate the disposition
of such Registrable Securities in such jurisdictions; provided, however, that the
Company shall not be required to qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
paragraph 3.1.5 or subject itself to taxation in any such
jurisdiction.

     

    3.1.6.           Agreements for
Disposition. 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. The representations, warranties
and covenants of the Company in any underwriting agreement which are made to or
for the benefit of any Underwriters, to the extent applicable, shall also be
made to and for the benefit of the Investors included in such Registration
Statement. No Investor included in such registration statement shall be required
to make any representations or warranties in the 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.

     

    3.1.7.           Cooperation. The
principal executive officer of the Company, the principal financial officer of
the Company, the principal accounting officer of the Company and all other
officers and members of the management of the Company shall cooperate fully in
any offering of Registrable Securities hereunder, which cooperation shall
include, without limitation, the preparation of the Registration Statement with
respect to such offering and all other offering materials and related documents,
and participation in meetings with Underwriters, attorneys, accountants and
potential investors.

     

    3.1.8.           Records. The Company
shall make available for inspection by the Investors included in such
Registration Statement, any Underwriter participating in any disposition
pursuant to such registration statement and any attorney, accountant or other
professional retained by any Investor included in such Registration Statement or
any Underwriter, all financial and other records, pertinent corporate documents
and properties of the Company, as shall be necessary to enable them to exercise
their due diligence responsibility, and cause the Company’s officers, directors
and employees to supply all information requested by any of them in connection
with such Registration Statement.

     

    
      
        
        

      

      
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    3.1.9.           Opinions and Comfort
Letters. The Company shall furnish to each Investor included in any
Registration Statement a signed counterpart, addressed to such Investor, of (i)
any opinion of counsel to the Company delivered to any Underwriter and (ii) any
comfort letter from the Company’s independent public accountants delivered to
any Underwriter. In the event no legal opinion is delivered to any Underwriter,
the Company shall furnish to each Investor included in such Registration
Statement, at any time that such Investor elects to use a prospectus, an opinion
of counsel to the Company to the effect that the Registration Statement
containing such prospectus has been declared effective and that no stop order is
in effect.

     

    3.1.10.           Earnings Statement.
The Company shall comply with all applicable rules and regulations of the
Commission and the Securities Act, and make available to its shareholders, as
soon as practicable, an earnings statement covering a period of twelve (12)
months, beginning within three (3) months after the effective date of the
Registration Statement, which earnings statement shall satisfy the provisions of
Section 1l(a) of the Securities Act and Rule 158 thereunder.

     

    3.1.11.           Listing. The Company
shall use its best efforts to cause all Registrable Securities included in any
registration to be listed on such exchanges or otherwise designated for trading
in the same manner as similar securities issued by the Company are then listed
or designated or, if no such similar securities are then listed or designated,
in a manner satisfactory to the holders of a majority of the Registrable
Securities included in such registration.

     

     

    3.2           Obligation to Suspend
Distribution. Upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3.1.4(iv), each Investor
included in any registration shall immediately discontinue disposition of such
Registrable Securities pursuant to the Registration Statement covering such
Registrable Securities until such holder receives the supplemented or amended
prospectus contemplated by Section 3.1.4(iv), and, if so directed by the
Company, each such Investor will deliver to the Company all copies, other than
permanent file copies then in such Investor’s possession, of the most recent
prospectus covering such Registrable Securities at the time of receipt of such
notice.

     

    3.3           Registration
Expenses. The Company shall bear all costs and expenses incurred in
connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back
Registration pursuant to Section 2.2, and any registration on Form S-3 effected
pursuant to Section 2.3, and all expenses incurred in performing or complying
with its other obligations under this Agreement, whether or not the Registration
Statement becomes effective, including, without limitation: (i) all registration
and filing fees; (ii) fees and expenses of compliance with securities or “blue
sky” laws (including fees and disbursements of counsel in connection with blue
sky qualifications of the Registrable Securities); (iii) printing expenses; (iv)
the Company’s internal expenses (including, without limitation, all salaries and
expenses of its officers and employees); (v) the fees and expenses incurred in
connection with the listing of the Registrable Securities as required by Section
3.l.11; (vi) Financial Industry Regulatory Authority, Inc. fees; (vii) fees and
disbursements of counsel for the Company and fees and expenses for independent
certified public accountants retained by the Company (including the expenses or
costs associated with the delivery of any opinions or comfort letters requested
pursuant to Section 3.1.9; and (viii) the fees and expenses of any special
experts retained by the Company in connection with such
registration.  The Company shall have no obligation to pay (i) any
underwriting discounts or selling commissions attributable to the Registrable
Securities being sold by the Investors, which underwriting discounts or selling
commissions shall be borne by such Investors or (ii) any fees or expenses of
counsel to any Investor.

     

    
      
        
        

      

      
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    3.4           Information. The
Investors hereby agree to provide such information as may reasonably be
requested by the Company, or the managing Underwriter, if any, in connection
with the preparation of any Registration Statement, including amendments and
supplements thereto, in order to effect the registration of any Registrable
Securities under the Securities Act pursuant to Section 2 and in connection with
the Company’s obligation to comply with federal and applicable state securities
laws.

     

    4.           Indemnification and
Contribution.

     

    4.1           Indemnification by the
Company. The Company agrees to indemnify and hold harmless each Investor,
and each of their respective officers, employees, affiliates, directors,
partners, members, attorneys and agents, and each person, if any, who controls
an Investor (within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and
against any expenses, losses, judgments, claims, damages or liabilities, whether
joint or several, arising out of or based upon any untrue statement (or
allegedly untrue statement) of a material fact contained in any Registration
Statement under which the sale of such Registrable Securities was registered
under the Securities Act, any preliminary prospectus, final prospectus or
summary prospectus contained in the Registration Statement, or any amendment or
supplement to such Registration Statement, or arising out of or based upon any
omission (or alleged omission) to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, or any
violation by the Company of the Securities Act or any rule or regulation
promulgated thereunder applicable to the Company and relating to action or
inaction required of the Company in connection with any such registration; and
the Company shall promptly reimburse the Investor Indemnified Party for any
legal and any other expenses reasonably incurred by such Investor Indemnified
Party in connection with investigating and defending any such expense, loss,
judgment, claim, damage, liability or action; provided, however, that the
Company will not be liable in any such case to the extent that any such expense,
loss, claim, damage or liability arises out of or is based upon any untrue
statement or allegedly untrue statement or omission or alleged omission made in
such Registration Statement, preliminary prospectus, final prospectus, or
summary prospectus, or any such amendment or supplement, in reliance upon and in
conformity with information furnished to the Company, in writing, by such
Investor expressly for use therein. The Company also shall indemnify any
Underwriter of the Registrable Securities, their officers, affiliates,
directors, partners, members and agents and each person who controls such
Underwriter on substantially the same basis as that of the indemnification
provided above in this Section 4.1.

     

    
      
        
        

      

      
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    4.2           Indemnification by
Investors. Each Investor will, in the event that any registration is
being effected under the Securities Act pursuant to this Agreement of any
Registrable Securities held by such Investor, indemnify and hold harmless the
Company, each of its directors and officers and each underwriter (if any), and
each other person, if any, who controls such Investor or such underwriter within
the meaning of the Securities Act, against any losses, claims, judgments,
damages or liabilities, whether joint or several, insofar as such losses,
claims, judgments, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or allegedly untrue statement of a
material fact contained in any Registration Statement under which the sale of
such Registrable Securities was registered under the Securities Act, any
preliminary prospectus, final prospectus or summary prospectus contained in the
Registration Statement, or any amendment or supplement to the Registration
Statement, or arise out of or are based upon any omission or the alleged
omission to state a material fact required to be stated therein or necessary to
make the statement therein not misleading, if the statement or omission was made
in reliance upon and in conformity with information furnished in writing to the
Company by such Investor expressly for use therein, and shall reimburse the
Company, its directors and officers, and each such controlling person for any
legal or other expenses reasonably incurred by any of them in connection with
investigation or defending any such loss, claim, damage, liability or
action.  Each Investor’s indemnification obligations hereunder shall
be several and not joint and shall be limited to the amount of any net proceeds
actually received by such selling holder.

     

    4.3           Conduct of Indemnification
Proceedings. Promptly after receipt by any person of any notice of any
loss, claim, damage or liability or any action in respect of which indemnity may
be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”)
shall, if a claim in respect thereof is to be made against any other person for
indemnification hereunder, notify such other person (the “Indemnifying Party”)
in writing of the loss, claim, judgment, damage, liability or action; provided,
however, that the failure by the Indemnified Party to notify the Indemnifying
Party shall not relieve the Indemnifying Party from any liability which the
Indemnifying Party may have to such Indemnified Party hereunder, except and
solely to the extent the Indemnifying Party is actually prejudiced by such
failure.  If the Indemnified Party is seeking indemnification with
respect to any claim or action brought against the Indemnified Party, then the
Indemnifying Party shall be entitled to participate in such claim or action,
and, to the extent that it wishes, jointly with all other Indemnifying Parties,
to assume the defense thereof with counsel satisfactory to the Indemnified
Party. After notice from the Indemnifying Party to the Indemnified Party of its
election to assume the defense of such claim or action, the Indemnifying Party
shall not be liable to the Indemnified Party for any legal or other expenses
subsequently incurred by the Indemnified Party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that in
any action in which both the Indemnified Party and the Indemnifying Party are
named as defendants, the Indemnified Party shall have the right to employ
separate counsel (but no more than one such separate counsel) to represent the
Indemnified Party and its controlling persons who may be subject to liability
arising out of any claim in respect of which indemnity may be sought by the
Indemnified Party against the Indemnifying Party, with the fees and expenses of
such counsel to be paid by such Indemnifying Party if, based upon the written
opinion of counsel of such Indemnified Party, representation of both parties by
the same counsel would be inappropriate due to actual or potential differing
interests between them. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, consent to entry of judgment or effect any
settlement of any claim or pending or threatened proceeding in respect of which
the Indemnified Party is or could have been a party and indemnity could have
been sought hereunder by such Indemnified Party, unless such judgment or
settlement includes an unconditional release of such Indemnified Party from all
liability arising out of such claim or proceeding.

     

    
      
        
        

      

      
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    4.4           Contribution.

     

    4.4.1.           If
the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is
unavailable to any Indemnified Party in respect of any loss, claim, damage,
liability or action referred to herein, then each such Indemnifying Party, in
lieu of indemnifying such Indemnified Party, shall contribute to the amount paid
or payable by such Indemnified Party as a result of such loss, claim, damage,
liability or action in such proportion as is appropriate to reflect the relative
fault of the Indemnified Parties and the Indemnifying Parties in connection with
the actions or omissions which resulted in such loss, claim, damage, liability
or action, as well as any other relevant equitable considerations. The relative
fault of any Indemnified Party and any Indemnifying Party shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by such Indemnified Party or such Indemnifying
Party and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

     

    4.4.2.           The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 4.4 were determined by pro rata allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding Section 4.4.1.
The amount paid or payable by an Indemnified Party as a result of any loss,
claim, damage, liability or action referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses incurred by such Indemnified Party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 4.4, no Investor shall be
required to contribute any amount in excess of the dollar amount of the net
proceeds (after payment of any underwriting fees, discounts, commissions or
taxes) actually received by such Investor from the sale of Registrable
Securities which gave rise to such contribution obligation. No person guilty of
fraudulent misrepresentation (within the meaning of Section 1l(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.

     

    5.           Underwriting and
Distribution.

     

    5.1           Rule 144. The Company
covenants that it shall file any reports required to be filed by it under the
Securities Act and the Exchange Act and shall take such further action as the
Investors may reasonably request, all to the extent required from time to time
to enable such Investors to sell Registrable Securities without registration
under the Securities Act within the limitation of the exemptions provided by
Rule 144 under the Securities Act, as such Rules may be “amended from time to
time, or any similar Rule or regulation hereafter adopted by the
Commission.

     

    
      
        
        

      

      
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    5.2           Restrictions on Sale by the
Company and Others. The Company agrees not to effect any public sale or
distribution of any securities similar to those being registered in accordance
with Section 2.1, or any securities convertible into or exchangeable or
exercisable for such securities, from the date the Company receives the written
demand for any Demand Registration until after the effective date of any
registration statement filed pursuant to Section 2.1. provided, however, that
the provisions of this Section 5.2 shall not prevent the conversion or exchange
of any securities pursuant to their terms into or for other securities and shall
not prevent the issuance of securities by the Company under any employee
benefit, stock option or stock subscription plans.

     

    6.           Miscellaneous.

     

    6.1           Other Registration Rights.
The Company represents and warrants that no person has any right to
require the Company to register any shares of the Company’s capital stock for
sale or to include shares of the Company’s capital stock in any registration
filed by the Company for the sale of shares of capital stock for its own account
or for the account of any other person.

     

    6.2           Assignment; No Third Party
Beneficiaries. This Agreement and the rights, duties and obligations of
the Company hereunder may not be assigned or delegated by the Company in whole
or in part. This Agreement and the rights, duties and obligations of the
Investors hereunder may be freely assigned or delegated by Investor in
conjunction with and to the extent of any transfer of Registrable Securities by
any such holder. This Agreement and the provisions hereof shall be binding upon
and shall inure to the benefit of each of the parties and their respective
successors and the permitted assigns of the Investors or of any assignee of the
Investors. This Agreement is not intended to confer any rights or benefits on
any persons that are not party hereto other than as expressly set forth in
Article 4 and this Section 6.2.

     

    
      
        
        

      

      
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    6.3           Notices. All notices,
demands, requests, consents, approvals or other communications (collectively,
“Notices”) required or permitted to be given hereunder or which are given with
respect to this Agreement shall be in writing and shall be personally served,
delivered by reputable air courier service with charges prepaid, or transmitted
by hand delivery, telegram, telex or facsimile, addressed as set forth below, or
to such other address as such party shall have specified most recently by
written notice. Notice shall be deemed given on the date of service or
transmission if personally served or transmitted by telegram, telex or
facsimile; provided, that if such service or transmission is not on a business
day or is after normal business hours, then such notice shall be deemed given on
the next business day. Notice otherwise sent as provided herein shall be deemed
given on the next business day following timely delivery of such notice to a
reputable air courier service with an order for next-day delivery.

     

    To the
Company:

     

    ChinaCast
Education Corporation

    Suite 08,
20/F, One International Financial Center

    1 Harbor
View Street

    Central
Hong Kong

    Attention:   Antonio
Sena

     

    with a
copy to:

     

    Loeb
& Loeb LLP

    345 Park
Avenue

    New York,
New York 10154

    Attention:
Mitchell S. Nussbaum, Esq.; and

     

    To an
Investor, to:

     

    Fir
Tree

    c/o
Admiral Administration Ltd.

    Admiral
Financial Center, 5th
Floor

    90 Fort
Street, Box 32021 SMB

    Grand
Cayman, Cayman Islands

     

    with a
copy to:

     

    Fir Tree,
Inc.

    505 Fifth
Ave., 23rd Floor

    New York,
NY  10017

    Attention:  Brian
Meyer, Esq.

     

    and

     

    Linklaters
LLP

    1345
Avenue of the Americas

    New York,
NY 10105

    Attention:
Jeffrey Cohen, Esq

     

    6.4           Severability. This
Agreement shall be deemed severable, and the invalidity or unenforceability of
any term or provision hereof shall not affect the validity or enforceability of
this Agreement or of any other term or provision hereof. Furthermore, in lieu of
any such invalid or unenforceable term or provision, the parties hereto intend
that there shall be added as a part of this Agreement a provision as similar in
terms to such invalid or unenforceable provision as may be possible and be valid
and enforceable.

     

    
      
        
        

      

      
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    6.5           Counterparts. This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which taken together shall constitute one and the
same instrument.

     

    6.6           Entire Agreement.
This Agreement (including all agreements entered into pursuant hereto and
all certificates and instruments delivered pursuant hereto and thereto)
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede all prior and contemporaneous agreements,
representations, understandings, negotiations and discussions between the
parties, whether oral or written.

     

    6.7           Modifications and
Amendments. No amendment, modification or termination of this Agreement
shall be binding upon any party unless executed in writing by such
party.

     

    6.8           Titles and Headings.
Titles and headings of sections of this Agreement are for convenience
only and shall not affect the construction of any provision of this
Agreement.

     

    6.9           Waivers and Extensions.
Any party to this Agreement may waive any right, breach or default which
such party has the right to waive, provided that such waiver will not be
effective against the waiving party unless it is in writing, is signed by such
party, and specifically refers to this Agreement. Waivers may be made in advance
or after the right waived has arisen or the breach or default waived has
occurred. Any waiver may be conditional. No waiver of any breach of any
agreement or provision herein contained shall be deemed a waiver of any
preceding or succeeding breach thereof nor of any other agreement or provision
herein contained. No waiver or extension of time for performance of any
obligations or acts shall be deemed a waiver or extension of the time for
performance of any other obligations or acts.

     

    6.10           Remedies Cumulative.
In the event that the Company fails to observe or perform any covenant or
agreement to be observed or performed under this Agreement, the Investors may
proceed to protect and enforce their rights by suit in equity or action at law,
whether for specific performance of any term contained in this Agreement or for
an injunction against the breach of any such term or in aid of the exercise of
any power granted in this Agreement or to enforce any other legal or equitable
right, or to take any one or more of such actions, without being required to
post a bond. None of the rights, powers or remedies conferred under this
Agreement shall be mutually exclusive, and each such right, power or remedy
shall be cumulative and in addition to any other right, power or remedy, whether
conferred by this Agreement or now or hereafter available at law, in equity, by
statute or otherwise.

     

    6.11           Governing Law. The
validity, interpretation, and performance of this Agreement shall be governed in
all respects by the laws of the State of New York, without giving effect to
conflict of laws. The parties hereby agree that any action, proceeding or claim
against it arising out of or relating in any way to this Agreement shall be
brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive. Each of the parties
hereby waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenience forum.

     

    
      
        
        

      

      
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    6.12           Waiver of Trial by Jury.
Each party hereby irrevocably and unconditionally waives the right to a
trial by jury in any action, suit, counterclaim or other proceeding (whether
based on contract, tort or otherwise) arising out of, connected with or relating
to this Agreement, the transactions contemplated hereby, or the actions of the
Investors in the negotiation, administration, performance or enforcement
hereof.

     

    IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to
be executed as of the date first written above.

     

    
      
        	 
      	
                CHINACAST
      EDUCATION CORPORATION,

              
	 
      	
                a
      Delaware corporation

              
	 	 
	 
      	 
      	 
      
	 
      	
                By

              	/s/
      Antonio Sena
	 
      	
                Name:

              	Antonio
      Sena
	 
      	
                Title:

              	Chief
      Financial Officer
	
                INVESTORS

              	 
      	 
      
	 
      	
                FIR
      TREE VALUE MASTER FUND L.P.

              
	 	 
	 	 
	 
      	
                By

              	/s/
      Brian Meyer
	 
      	
                Name:

              	Brian
      Meyer
	 
      	
                Title:

              	Authorized
      Person
	 
      	 
      	 
      
	 
      	
                FIR
      TREE CAPITAL OPPORTUNITY MASTER FUND, L.P.

              
	 	 
	 	 
	 
      	
                By:

              	/s/
      Brian Meyer
	 
      	
                Name:

              	Brian
      Meyer
	 
      	
                Title:

              	Authorized
      Person


      

    

     

    
      
        
        

      

      
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