Exhibit 10.1


SECURITIES PURCHASE AGREEMENT


Dated as of July 12, 2011


between


TSINGDA EEDU CORPORATION


and









SECURITIES PURCHASE AGREEMENT


This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated July
12, 2011(the “Signature Date”), is signed by and between 


Tsingda eEDU Corporation,
an exempted company incorporated in the Cayman Islands with limited liability,
(the “Company”) 


as one Party 


 and 


	
  

 
	
  (the “Purchaser”)

 


as the other Party 


The parties hereto agree as follows: 


I. Purchase and Sale of Shares


	
  

 	
  

 
	
 1.

 	
 Purchase and
 Sale of Stock. 

 
	
  

 	
  

 
	
  

 	
 Upon the
 following terms and conditions, the Company shall issue and sell to the
 Purchaser 3 million (3,000,000) of the Company’s Shares (the “Shares”).
 The Company and the Purchaser are executing and delivering this Agreement in
 accordance with the relevant U.S. securities laws.

 













	
  

 	
  

 
	
 2.

 	
 Purchase Price and Closing.

 
	
  

 	
  

 
	
  

 	
 Subject to
 the terms and conditions hereof, the Company agrees to issue and sell to the
 Purchaser at a price of US$4.56 per share (the “Purchase Price”) and
 total Purchase Price amounts to US$13,680,000(the “Total Purchase Price”).

 
	
  

 	
  

 
	
  

 	
 Within 21
 days after the Signature Date of this Agreement, and subject to the
 satisfaction of all of the preconditions provided in Art. 5 of this
 Agreement, the Purchaser shall pay the Total Purchase Price of US$13,680,000
 or its equivalent in RMB to the designated account by the Company as follows:

 






	
  

 	
  

 	
  

 
	
 Account
 Name:

 	
 Tsingda eEDU
 Corporation

 
	
  

 	
  

 	
  

 
	
 Account
 Number:

 	
 303851-060
 (USD)

 
	
  

 	
  

 	
  

 
	
 Bank Name:

 	
 East West
 Bank Hong Kong Branch

 
	
  

 	
  

 	
  

 
	
 Bank SWIFT
 Code:

 	
 EWBKHKHH

 
	
  

 	
  

 	
  

 
	
 USD Payment
 Instruction:

 	
 Standard
 Chartered Bank, New York,

 
	
  

 	
  

 	
 (SWIFT CODE:
 SCBLUS33)

 
	
  

 	
  

 	
 for a/c of
 East West Bank, Hong Kong

 
	
  

 	
  

 	
 Branch,
 (SWIFT CODE: EWBKHKHH),

 
	
  

 	
  

 	
 UID 421686
 A/C No. 3582023069001

 






	
  

 	
  

 
	
  

 	
 East West Bank H.K. Branch
 Address: 29 Floor, Gloucester Tower 

 
	
  

 	
  

 
	
  

 	
 Hong Kong, the Landmark,
 15 Queen’s Road Central, Hong Kong. 

 


2









	
  

 
	
 (The Exchange rate shall be determined according to the average rate
 of the central parity rates for the previous 6 working days announced by the
 China Foreign Exchange Trading Center authorized by the People’s Bank of
 China on its official website). 

 
	
  

 
	
 The purchaser spontaneously become shareholder of the Company with
 the completion of mentioned payment; have all shareholders’ rights including
 the rights on the rolling balance of retained earnings up to the payment
 date. 

 
	
  

 
	
 The Company shall, within 30 working days after the payment by the
 Purchaser of the Total Purchase Price to the designated account, deliver any
 and all necessary and appropriate documents or certificates certifying the
 shareholding of 3,000,000 Shares to the Purchaser, and register the name of the
 Purchaser and the number of the Shares purchased by the Purchaser in the
 relevant authority. 

 
	
  

 
	
 Subject to the terms and conditions set forth in this Agreement, the
 date and time when the Company delivers any and all necessary and appropriate
 documents or certificates certifying the shareholding of 3,000,000 shares to
 the Purchaser shall be considered as the Closing Date. 

 


II. Representations and Warranties of the
Company


	
  

 	
  

 	
  

 
	
 3.

 	
 Representations and Warranties of the Company.
 

 
	
  

 	
  

 
	
  

 	
 As of the Signature Date, the Company hereby represents and warrants
 to the Purchaser on behalf of itself and its subsidiaries, as follows: 

 
	
  

 	
  

 
	
  

 	
 3.1.

 	
 Being listed 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Company has received the clearance notice informed to Ellenoff Grossman & Schole LLP
 (“EGS”), the Company’s legal council, by U.S. Securities and Exchange
 Commission (the “Commission”) on March 28, 2011.

 


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 The Company hereby agrees and warrants to the Purchaser that, within
 one year after the Signature Date of this Agreement, the Company shall be
 admitted by and be formally listed in one of the following markets through
 initial pubic offering: NASDAQ-Global Select Market, Global Market, New
 York Stock Exchange (NYSE) 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Being listed under this Agreement refers to that the Company is
 listed in one of the three markets provided in this article through initial
 public offering. 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.2.

 	
 Shareholder rights 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Company hereby agrees and warrants that, upon the payment by the
 Purchaser of the Total Purchase Price to the designated account, the
 Purchaser shall be entitled to the full and complete shareholder rights of
 the Company, including but not limited to: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.2.1.

 	
 to appoint one independent director with full authority to join the
 board of the Company, this director enjoy full rights provided for by the law
 and the Articles of Association. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.2.2.

 	
 The Purchaser shall be entitled to ask for any management and/or
 financial information of the Company, including but not limited to: any
 audited consolidated financial statement for every fiscal year; any unaudited
 consolidated financial statement for every quarter or every month, and any
 other financial or business information of the Company and/ or its
 subsidiaries. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.3.

 	
 Organization, Good Standing and Power. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Company and each of its subsidiaries is a corporation or other
 entity duly incorporated or otherwise organized, validly existing and in good
 standing under the laws of its jurisdiction of incorporation or organization
 (as applicable) and has the requisite corporate power to own, lease and
 operate its properties and assets and to conduct its business as it is now
 being conducted. The Company and each such 

 


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 subsidiary is duly qualified to do business and is in good standing
 in every jurisdiction in which the nature of the business conducted or
 property owned by it makes such qualification necessary except for any
 jurisdiction(s) (alone or in the aggregate) in which the failure to be so
 qualified will not have a Material Adverse Effect (as defined below). Neither
 the Company nor any subsidiary is in violation of any of the provisions of
 its respective certificate or articles of incorporation, bylaws or other
 organizational or charter documents. “Material Adverse Effect” means
 any material adverse effect on the business, operations, properties,
 prospects or financial condition of the Company and its subsidiaries
 individually, or in the aggregate and/or any condition, circumstance, or
 situation that would prohibit or otherwise materially interfere with the
 ability of the Company to perform any of its obligations under this Agreement
 in any material respect. 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.4.

 	
 Authorization; Enforcement. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Company has the requisite corporate power and authority to enter
 into and perform this Agreement. The execution, delivery and performance of
 the Agreement by the Company and the consummation by it of the transactions
 contemplated hereby and thereby have been duly and validly authorized by all
 necessary corporate action, and no further consent or authorization of the
 Company or its Board of Directors or stockholders is required. 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.5.

 	
 Capitalization and Issuance of Shares. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 All of the outstanding Shares have been duly and validly authorized.
 The Shares to be issued before or at the Closing Date have been duly
 authorized by all necessary corporate action including but not limited to the
 board approval and the shareholders’ approval. The Shares, when paid for or
 issued in accordance with the terms hereof, shall be validly issued and
 outstanding, fully paid and non-assessable. 

 


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 3.6.

 	
 No Conflicts. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The execution, delivery and performance of the Agreement by the
 Company and the consummation by the Company of the transactions contemplated
 herein and therein do not and will not (i) violate any provision of the
 Company’s Articles, (ii) conflict with, or constitute a default (or an event
 which with notice or lapse of time or both would become a default) under, or
 give to others any rights of termination, amendment, acceleration or
 cancellation of, any agreement, mortgage, deed of trust, indenture, note,
 bond, license, lease agreement, instrument or obligation to which the Company
 is a party or by which it or its properties or assets are bound, (iii) create
 or impose a lien, mortgage, security interest, pledge, charge or encumbrance
 (collectively, “Lien”) of any nature on any property of the Company
 under any agreement or any commitment to which the Company is a party or by
 which the Company is bound or by which any of its respective properties or
 assets are bound, or (iv) result in a violation of any federal, state, local
 or foreign statute, rule, regulation, order, judgment or decree (including
 federal and state securities laws and regulations) applicable to the Company
 or any of its subsidiaries or by which any property or asset of the Company
 or any of its subsidiaries are bound or affected, provided, however, that,
 excluded from the foregoing in all cases are such conflicts, defaults,
 terminations, amendments, liens, accelerations, cancellations and violations
 as would not, individually or in the aggregate, have a Material Adverse
 Effect. The business of the Company and its subsidiaries is not being
 conducted in violation of any laws, ordinances or regulations of any
 governmental entity, except for possible violations which singularly or in
 the aggregate do not and will not have a Material Adverse Effect. The Company
 is not required under federal, state or local law, rule or regulation to
 obtain any consent, authorization or order of, or make any filing or registration
 

 


6









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 with, any court or governmental agency in order for it to execute,
 deliver or perform any of its obligations under the Agreement. 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.7.

 	
 Commission Documents, Financial Statements. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Since December 4, 2006, the Company has filed all reports, schedules,
 forms, statements and other documents required to be filed by it with the
 Commission pursuant to the reporting requirements of the Securities Exchange
 Act of 1934, as amended (the “Exchange Act”), including material filed
 pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing
 including filings incorporated by reference therein being referred to herein
 as the “Commission Documents”). The Company has not provided to the
 Purchaser any material non-public information or other information
 which, according to applicable law, rule or regulation, was required to have
 been disclosed publicly by the Company but which has not been so disclosed,
 other than with respect to the transactions contemplated by this Agreement or
 other than pursuant to a non-disclosure or confidentiality agreement
 signed by the Purchaser. A current report on Form 8-K, as applicable,
 (the “Current Report”) is required to be and shall be filed by the
 Company within 20 Business days after the Closing Date to disclose the
 Agreement, transactions related thereto. For the purposes hereof, “Business
 Day” means any day which banks in the State of New York shall be open for
 business. 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.8.

 	
 No Undisclosed Events or Circumstances. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 To the Company’s knowledge, no event or circumstance has occurred or
 exists with respect to the Company or its subsidiaries or their respective
 businesses, properties, operations or financial condition, which, under
 applicable law, rule or regulation, requires public disclosure or
 announcement by the Company but which has not been so publicly announced or
 disclosed. 

 


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 3.9.

 	
 Operation of Business. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Company and each of the subsidiaries owns or has the lawful right
 to use all patents, trademarks, domain names (whether or not registered) and
 any patentable improvements or copyrightable derivative works thereof,
 websites and intellectual property rights relating thereto, service marks,
 trade names, copyrights, licenses and authorizations, and all rights with
 respect to the foregoing, which are necessary for the conduct of its business
 as now conducted without any conflict with the rights of others, except where
 the failure to so own or possess would not have a Material Adverse Effect. 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.10.

 	
 Books and Record Internal Accounting Controls. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Except as otherwise disclosed in the Comprehensive 8-K, the
 books and records of the Company and its subsidiaries accurately reflect in
 all material respects the information relating to the business of the Company
 and the subsidiaries, the location and collection of their assets, and the
 nature of all transactions giving rise to the obligations or accounts
 receivable of the Company or any subsidiary. 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.11.

 	
 Material Agreements. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Company has provided to the Purchaser or its counsel a copy of
 any and all written or oral contracts, instruments, agreements, commitments,
 obligations, plans or arrangements, the Company or any subsidiary is a party
 to, that a copy of which would be required to be filed with the Commission as
 an exhibit to a registration statement on Form S-1 (collectively, the “Material
 Agreements”) if the Company or any subsidiary were registering securities
 under the Securities Act. The Company and each of its subsidiaries has in all
 material respects performed all the obligations required to be performed by
 them to date under the foregoing agreements, have received no notice of
 default and are not in default under any

 


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 Material Agreement now in effect the result of which would cause a
 Material Adverse Effect. 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.12.

 	
 Money Laundering Laws. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The operations of each of the Company or any of its subsidiaries are
and have been conducted at all times in compliance with the money laundering
statutes of applicable jurisdictions, the rules and regulations thereunder,
all applicable governmental bodies and any related or similar rules,
regulations or guidelines, issued, administered or enforced by any
governmental body (collectively, the “Money Laundering Laws”) and no action,
suit or proceeding by or before any court or governmental body or any
arbitrator involving the Company and/or any subsidiary with respect to the
Money Laundering Laws is pending or, to the best knowledge of the Company,
threatened.  

 
	
  

 	
  

 	
  

 
	
  

 	
 3.13.

 	
 Sarbanes Oxley. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 As, if and when required under the Sarbanes-Oxley Act, the Company
 and its subsidiaries will (i) design internal controls over financial
 reporting, or cause such internal controls over financial reporting (as
 defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) to be designed under
 their supervision, to provide reasonable assurance regarding the reliability
 of financial reporting and the preparation of financial statements for
 external purposes in accordance with GAAP (ii) design disclosure controls and
 procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
 Company and cause such disclosure controls and procedures to be designed
 under its supervision to ensure that information required to be disclosed by
 the Company in the reports it files or submits under the Exchange Act is
 recorded, processed, summarized and reported within the time periods
 specified in the Commission’s rules and forms (iii) evaluate the
 effectiveness of the Company’s disclosure 

 


9









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 controls and procedures as of the end of the each quarterly period as
required under Sarbanes-Oxley Act (each an “Evaluation Date”) and (iv)
present in its periodic report under the Exchange Act the conclusions of the
certifying officers about the effectiveness of the disclosure controls and
procedures based on their evaluations as of the Evaluation Date.  

 
	
  

 	
  

 	
  

 
	
  

 	
 3.14.

 	
 Off-Balance Sheet Arrangements.  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 There is no transaction, arrangement, or other relationship between
 the Company and an unconsolidated or other off balance sheet entity that is
 required to be disclosed by the Company in the Commission Documents and is
 not so disclosed.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.15.

 	
 There is no any third party right, pledge or any similar claim
 against the shares of the Company or any of its subsidiaries. The Company
 hereby agrees and warrants that there shall not be any material negative
 change about this situation as of the Signature Date of this Agreement. 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.16.

 	
 The Company hereby agrees and warrants that all of its
 representations, promises and warranties made in this Agreement are
 authentic, accurate and lawful. 

 


III. Representations and Warranties of the
Purchaser.


	
  

 	
  

 	
  

 
	
 4.

 	
 The
 Purchaser hereby, makes the following representations and warranties to the
 Company as of the date hereof and the Closing Date: 

 
	
  

 	
  

 
	
  

 	
 4.1.

 	
 Organization
 and Good Standing of the Purchaser. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If the
 Purchaser is an entity, such Purchaser is a corporation, partnership or
 limited liability company duly incorporated or 

 


10









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 organized, validly existing and in good standing under the laws of
 the jurisdiction of its incorporation or organization. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 4.2.

 	
 Authorization and Power. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Purchaser has the requisite power and authority to enter into and
 perform this Agreement. This Agreement to which such Purchaser is a party has
 been duly authorized, executed and delivered by such Purchaser and constitutes,
 or shall constitute when executed and delivered, a valid and binding
 obligation of such Purchaser enforceable against such Purchaser in accordance
 with the terms hereof. The Purchaser shall comply with all applicable laws
 and regulations and shall have completed any required governmental approval
 and registrations by the Closing Date. 

 
	
  

 	
  

 	
  

 
	
  

 	
 4.3.

 	
 No Conflicts. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The execution, delivery and performance of this Agreement to which
 such Purchaser is a party and the consummation by such Purchaser of the
 transactions contemplated hereby and thereby or relating hereto do not and
 will not (i) result in a violation of such Purchaser’s charter documents,
 bylaws, operating agreement, partnership agreement or other organizational
 documents or (ii) conflict with, or constitute a default (or an event which
 with notice or lapse of time or both would become a default) under, or give
 to others any rights of termination, amendment, acceleration or cancellation
 of any agreement, indenture or instrument or obligation to which such
 Purchaser is a party or by which its properties or assets are bound, or
 result in a violation of any law, rule, or regulation, or any order, judgment
 or decree of any court or governmental agency applicable to such Purchaser or
 its properties (except for such conflicts, defaults and violations as would
 not, individually or in the aggregate, have a material adverse effect on such
 Purchaser). Such Purchaser is not required to obtain any consent,
 authorization or order of, or make 

 


11









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 any filing or registration with, any court or governmental agency in
 order for it to execute, deliver or perform any of its obligations under this
 Agreement or any other Transaction Document to which such Purchaser is a
 party or to purchase the Shares in accordance with the terms hereof. 

 
	
  

 	
  

 	
  

 
	
  

 	
 4.4.

 	
 Acquisition for Investment. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Purchaser is acquiring underlying Shares solely for its own
 account for the purpose of investment and not with a view to or for sale in
 connection with distribution. The Purchaser does not have a present intention
 to distribute Shares nor a present arrangement (whether or not legally
 binding) or intention to effect any distribution of the Shares to or through
 any person or entity. The Purchaser acknowledges that it is able to bear the
 financial risks associated with an investment in the Shares and that it has
 been given full access to such records of the Company and the subsidiaries
 and to the officers of the Company and the subsidiaries and received such
 information as it has deemed necessary or appropriate to conduct its due
 diligence investigation and has sufficient knowledge and experience in
 investing in companies similar to the Company in terms of the Company’s stage
 of development so as to be able to evaluate the risks and merits of its
 investment in the Company. The Purchaser further acknowledges that such
 Purchaser understands the risks of investing in companies domiciled and/or
 which operate primarily in the PR China and that the purchase of the Shares
 involves substantial risks. 

 
	
  

 	
  

 	
  

 
	
  

 	
 4.5.

 	
 In making the decision to invest in the Company and its business, the
 Purchaser hereby acknowledges that such Purchaser has relied solely upon the
 information provided by the Company and this Agreement. 

 


12









	
  

 	
  

 
	
 4.6.

 	
 The Purchaser understands that the Shares must be held indefinitely
 unless such securities are registered under the Securities Act or an
 exemption from registration is available. 

 
	
  

 	
  

 
	
 4.7.

 	
 The
 Purchaser understands that the Shares are being offered and sold in
 accordance with the Federal and state securities laws and the Company is
 relying upon the truth and accuracy of the representations, warranties,
 agreements, acknowledgments and understandings of such Purchaser set forth
 herein in order to determine the suitability of such Purchaser to acquire the
 Shares. 

 
	
  

 	
  

 
	
 4.8.

 	
 Restriction
 on Transfer.

 
	
  

 	
  

 
	
  

 	
 After
 the Company is formally listed in one of the three markets in accordance with
 Art. 3.1, the Purchaser agrees to follow all of the restrictions required by
 the relevant federal securities law. 

 
	
  

 	
  

 
	
  

 	
 The
 Purchaser agrees to restrict the transfer of its shares in the Company for 12
 months from the date the Company is listed. The Purchaser agreed to restrict
 the transfer of shares for the initial six (6) months of the lock up period
 from the date the Company is listed. From the 7th month of the
 lock up period to the 12th month, the Purchaser may transfer an
 amount up to 20% of the Ordinary Shares held by such Purchaser. 

 
	
  

 	
  

 
	
  

 	
 However,
 if there is anything that the Company shall assist which is necessary to make
 the Shares being transacted freely in the market, such as registration or
 cooperation, the Company shall make its best efforts to support and shall
 finish all necessary procedures and fulfill its relevant duties within 6
 months after the Company is formally listed in one of the two markets in
 accordance with Art. 3.1. 

 


IV. Pre-conditions


13









	
  

 	
  

 	
  

 
	
 5.

 	
 Preconditions 

 
	
  

 	
  

 	
  

 
	
  

 	
 The
 purchaser shall be obligated to make the payment as provided in Art. 2 of this
 Agreement only if all of the following preconditions are satisfied: 

 
	
  

 	
  

 	
  

 
	
  

 	
 5.1.

 	
 The
 sale and purchase of the Shares in accordance with this Agreement have been
 duly authorized by all necessary corporate Company actions including but not
 limited to the board approval and the shareholders’ approval with valid board
 meeting minutes and shareholder meeting minutes. 

 
	
  

 	
  

 	
  

 
	
  

 	
 5.2.

 	
 All
 of the representations and guarantees made by the Company as provided in Part
 II of this Agreement shall remain authentic and accurate on the date of the
 payment of the Total Purchase Price by the Purchaser, as if such
 representations and guarantees were made on the date of the payment of the
 total Purchase Price. 

 
	
  

 	
  

 	
  

 
	
  

 	
 5.3.

 	
 Until
 the date of remittance of the Total Purchase Price by the Purchaser, the
 Company never violates any of the representations and guarantees made by the
 Company as provided in Part II of this Agreement. 

 
	
  

 	
  

 	
  

 
	
 V
 Warranty against Dilution

 
	
  

 	
  

 	
  

 
	
 6.

 	
 In
 the case that the Company issues stocks or equity related securities, etc.
 with the price of each security being under US$4.56 in the 24 months period following
 the issue of Company’s Shares in accordance with Art. 2 of this Agreement,
 the Company shall issue Company’s Shares free of charge in order to maintain
 the Purchaser’s ownership ratio of the Company; provided that incentive plans
 such as stock options and/or equity issuances with business alliances can be
 exempted from the above warranty by agreement between the Company and the
 Purchaser. 

 
	
  

 	
  

 	
  

 
	
  

 	
  (What
 does this mean? In case of IPO, new shares issuance will affect all
 shareholders pro-rata to their original holding ratios.)

 


14





VI Listing Application


	
  

 	
  

 
	
 7.

 	
 The
 Company shall submit documents for the listing application (including Form S-1)
 to the Commission within 45 days from the Closing Date, and make an offer to
 the Commission so that the above documents become effective within 180 days
 from the date of the submission of the above documents.

 
	
  

 	
  

 
	
 VII
 General Provisions

 
	
  

 	
  

 
	
 1.

 	
 Governing
 Law 

 
	
  

 	
  

 
	
  

 	
 The
 Company and the Purchaser acknowledge that any dispute or controversy arising
 under or relating to this Agreement or the transactions contemplated hereby,
 shall be governed by and construed in accordance with the laws of the State
 of New York, without regard to conflicts of law principles. The parties
 irrevocably agree to submit to the personal jurisdiction of any state or
 federal court located in the City and State of New York that may properly
 exercise subject matter jurisdiction over this Agreement, and waive any
 objection to the court’s jurisdiction, should any dispute under this Agreement
 arise. The parties also waive any and all objections to the forum, including
 but not limited to objections that it is inconvenient or prejudicial. 

 
	
  

 	
  

 
	
 2.

 	
 Amendment. 

 
	
  

 	
  

 
	
  

 	
 This
 Agreement may not be amended nor modified, nor any of the provisions hereof
 waived, except by a writing signed by the party to be charged, and in the
 case of Vision, by the signatory below. 

 
	
  

 	
  

 
	
 3.

 	
 Address
 for notice 

 
	
  

 	
  

 
	
  

 	
 If
 to the Company: 

 






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 Tsingda eEDU Corporation 

 c/o Beijing Tsingda Century Investment Consultant of Education Co., Ltd. 

 
	
  

 	
  

 	
 Address:
 No. 0620, Yongleyingshiwenhuanan Rd., Yongledian Town, Tongzhou District,
 Beijing, PR China 

 
	
  

 	
  

 	
  

 
	
  

 	
 If to the Purchaser: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	


 
	
  

 	
  

 	
  

 
	
 4.

 	
 Currency. 

 
	
  

 	
  

 	
  

 
	
  

 	
 Unless
 otherwise indicated, all dollar amounts referred to in this Agreement are in
 U.S. Dollars (“USD”). All amounts owing under this Agreement or any
 Transaction Document shall be paid in USD. All amounts denominated in other
 currencies shall be converted in the USD equivalent amount in accordance with
 the Exchange Rate on the date of calculation. Unless otherwise expressly
 provided herein, “Exchange Rate” means, in relation to any amount of currency
 to be converted into USD pursuant to this Agreement. 

 
	
  

 	
  

 	
  

 
	
  

 	
 The
 Exchange rate shall be determined according to the average rate of the
 central parity rates for the previous 6 working days announced by the China
 Foreign Exchange Trading System & National Interbank Funding Center authorized
 by the People’s Bank of China on its official website 

 
	
  

 	
  

 	
  

 
	
 5.

 	
 Judgment Currency. 

 
	
  

 	
  

 	
  

 
	
  

 	
 If
 for the purpose of obtaining or enforcing judgment against the Company in any
 court in any jurisdiction it becomes necessary to 

 


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 convert
 into any other currency (such other currency being hereinafter in this
 referred to as the “Judgment Currency”) an amount due in USD under
 this Agreement, the conversion shall be made at the Exchange Rate prevailing
 on the business day immediately preceding: 

 
	
  

 	
  

 
	
 5.1.

 	
 the
 date of actual payment of the amount due, in the case of any proceeding in
 the courts of New York or in the courts of any other jurisdiction that will
 give effect to such conversion being made on such date: or 

 
	
  

 	
  

 
	
 5.2.

 	
 the
 date on which the foreign court determines, in the case of any proceeding in
 the courts of any other jurisdiction (the date as of which such conversion is
 made pursuant to this Stipulation being hereinafter referred to as the
 “Judgment Conversion Date”). 

 
	
  

 	
  

 
	
 5.3

 	
 If
 in the case of any proceeding, there is a change in the Exchange Rate
 prevailing between the Judgment Conversion Date and the date of actual
 payment of the amount due, the applicable party shall pay such adjusted
 amount as may be necessary to ensure that the amount paid in the Judgment
 Currency, when converted at the Exchange Rate prevailing on the date of
 payment, will produce the amount of US Dollars which could have been
 purchased with the amount of Judgment Currency stipulated in the judgment or
 judicial order at the Exchange Rate prevailing on the Judgment Conversion
 Date. 

 
	
  

 	
  

 
	
 6.

 	
 Confidentiality
 

 
	
  

 	
  

 
	
  

 	
 The
 Company hereby agrees and represents on behalf of itself and all of its
 founders, shareholders and subsidiaries that, without consent from the
 Purchaser in advance, the existence and content of this Agreement shall not
 be disclosed to any third party. 

 
	
  

 	
  

 
	
  

 	
 Notwithstanding
 the foregoing the term, the confidential obligation shall not include any
 information which:

 






	
  

 	
  

 	
  

 
	
  

 	
 a)

 	
 is required to be
 disclosed by any applicable compulsory law, rule, order or regulation; 

 


17









	
  

 	
  

 	
  

 
	
  

 	
 b)

 	
 is required to be
 disclosed by any relevant government organ or authority in charge; 

 
	
  

 	
  

 	
  

 
	
  

 	
 c)

 	
 is disclosed to the
 professional consultant or auditor. 

 






	
  

 	
  

 
	
 7.

 	
 This Agreement shall be
 executed in 4 originals, each Party shall receive 2 signed originals. 

 


18





[SIGNATURE PAGE TO
SECURITIES PURCHASE AGREEMENT] 


          IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officer as of the date first above
written. 


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Tsingda eEDU Corporation

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Name: Zhang Hui

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Title: President and CEO

 


19





          By
its execution and delivery of this signature page, the undersigned Purchaser
hereby joins in and agrees to be bound by the terms and conditions of the
Securities Purchase Agreement dated as of July 12, 2011 by and between the
Company and the Purchaser, as to the number of Shares set forth below, and
authorizes this signature page to be attached to the Securities Purchase
Agreement. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	


 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Name: 

 	


 
	
  

 	
  

 	
 Title:

 
	
  

 	
  

 	
  

 
	
  

 	
 Number of Shares: 3
 million (3,000,000)

 
	
  

 	
  

 	
  

 
	
  

 	
 Aggregate Purchase Price:
 US$13.68 million (US$13,680,000)

 


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