Unassociated Document


    STOCK
PURCHASE AGREEMENT

    


    This
Stock Purchase Agreement (the “Agreement”) dated as
of April 29, 2010, has been executed by Wu Shi Xin (the “Purchaser”) and
ChinaCast Education Corporation, a Delaware corporation (the “Company”).

    


    WHEREAS,
the Purchaser wishes to purchase 3,735,734 shares (the “Shares”) of common
stock, $.0001 par value per share of the Company (the “Common Stock) on the
terms and subject to the conditions set forth herein; and

    


    WHEREAS,
the Company wishes to sell the Shares to Purchaser on the terms and subject to
the conditions set forth herein; and

    


    WHEREAS,
the offering and sale of the Shares by the Company to the Purchaser is being
made in reliance upon the provisions of Regulation S (“Regulation S”)
promulgated by the Securities and Exchange Commission (the “SEC”) under the
Securities Act of 1933, as amended (the “Securities
Act”).

    


    NOW
THEREFORE, in consideration of the mutual promises, representations and
warranties set forth herein, the Company and the Purchaser hereby agree as
follows.

    


    1.           Agreement to Purchase
Shares

    


              
1.1    Purchase and Issuance of the
Common Stock. The Purchaser hereby agrees to purchase the Shares from the
Company at a price of US$7.85 per Share or a total of US$29,325,511.90
(RMB200,000,000.00) (the “Share
Consideration”).  At the Closing, Purchaser will deliver to the
Company, the Share Consideration and the Company will instruct its transfer
agent to issue the Shares in the name of the Purchaser and/or in such nominee
name(s) as the Purchaser shall designate in writing to the Company; provided, however,
that, the Company shall not be required to issue any Shares in the name of any
such nominee(s) unless such nominees have executed and delivered to the Company,
a Letter of Representations on the form attached hereto as Exhibit
A.

    


    1.2    Closing.  The
closing for the sale of the Shares to the Purchaser shall take place at the
offices of the Company on April 29, 2010 (the “Closing”), or at such
other time and/or such other place as the Company may determine in its sole and
absolute discretion.

    


    2.           Representations and Warranties of
the Purchaser

    


    The Purchaser represents and warrants
to the Company that:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.1    No Government Recommendation
or Approval.  The Purchaser understands that no United States
federal or state agency or similar agency of any other country, has passed upon
or made any recommendation or endorsement of the Company or the offering and
sale of the Shares.

    


    2.2    Not a “U.S.
Person”.  The Purchaser is not a “U.S. Person” as defined in
Rule 902 of Regulation S promulgated under the Securities Act, was not
organized under the laws of any United States jurisdiction, and was not formed
for the purpose of investing in securities not registered under the Securities
Act.

    


    2.3    Intent. The Purchaser
is purchasing the Shares solely for investment purposes, for the Purchaser’s own
account and not for the account or benefit of any U.S. person, and not with a
view towards the distribution or dissemination thereof and the Purchaser has no
present arrangement to sell the Shares to or through any person or
entity.  The Purchaser understands that the Shares must be held
indefinitely unless such Shares are resold in accordance with the provisions of
Regulation S, are subsequently registered under the Securities Act or an
exemption from registration is available.

    


    2.4    Restrictions on
Transfer.  The Purchaser understands that the Shares are being
offered in a transaction not involving a public offering in the United States
within the meaning of the Securities Act.  The Shares have not been
registered under the Securities Act, and, if in the future the Purchaser decides
to offer, resell, pledge or otherwise transfer the Shares, such Shares may be
offered, resold, pledged or otherwise transferred only (A) pursuant to an
effective registration statement filed under the Securities Act, (B) to a
non-U.S. person in an offshore transaction in accordance with Rule 903 or Rule
904 of Regulation S of the Securities Act, (C) pursuant to the resale
limitations set forth in Rule 905 of Regulation S, (D) pursuant to an exemption
from registration under the Securities Act provided by Rule 144 thereunder (if
available) or (E) pursuant to any other exemption from the registration
requirements of the Securities Act, and in each case in accordance with any
applicable securities laws of any state of the United States or any other
jurisdiction. The Purchaser acknowledges, agrees and covenants that it will not
engage in hedging transactions with regard to the Shares prior to the expiration
of the distribution compliance period specified in Rule 903 of Regulation S
promulgated under the Act, unless in compliance with the Securities Act. The
Purchaser agrees that if any transfer of the Shares or any interest therein is
proposed to be made, as a condition precedent to any such transfer, the
transferor may be required to deliver to the Company an opinion of counsel
satisfactory to the Company.  Absent registration or another exemption
from registration, the Purchaser agrees that it will not resell the securities
constituting the Shares to U.S. Persons or within the United
States.

    


    
      
        
        

      

      
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    2.5.    Accredited and Sophisticated
Investor.

    


    (i)          The
Purchaser is familiar with the term “accredited investor” as defined in
Regulation D promulgated under the Securities Act and is an “accredited
investor” within the meaning of such term in Regulation D.

    


    (ii)          The
Purchaser is sophisticated in financial matters and is able to evaluate the
risks and benefits of the investment in the Shares.

    


    (iii)          The
Purchaser is able to bear the economic risk of his investment in the Shares for
an indefinite period of time because none of the Shares have been registered
under the Securities Act and therefore cannot be sold unless subsequently
registered under the Securities Act or an exemption from such registration is
available.

    


    2.6    Independent
Investigation.  The Purchaser, in making the decision to
purchase the Shares, has relied upon an independent investigation of the Company
and has not relied upon any information or representations made by any third
parties or upon any oral or written representations or assurances from the
Company, its officers, directors or employees or any other representatives or
agents of the Company, other than as set forth in this Agreement. The Purchaser
is familiar with the business, operations and financial condition of the Company
and has had an opportunity to ask questions of, and receive answers from, the
Company’s officers and directors concerning the Company and the terms and
conditions of the offering of the Shares and has had full access to such other
information concerning the Company as the Purchaser has
requested.  The Purchaser has had access to all reports, schedules,
forms , statements and other documents required to be filed by the Company under
the Securities Act and the Securities Exchange Act of 1934, as amended (the
“Exchange
Act”), including pursuant to Section 13(a) and 15(d) of the Exchange Act
(the foregoing materials and documents, including the exhibits thereto and the
documents incorporated by reference therein, shall be collectively referred to
herein as the “SEC
Reports”).

    


    2.7    Authority.  This
Agreement has been validly authorized, executed and delivered by the Purchaser
and is a valid and binding agreement of the Purchaser enforceable against the
Purchaser in accordance with its terms, subject to the general principles of
equity and to bankruptcy or other laws affecting the enforcement of creditors’
rights generally.  The execution, delivery and performance of this
Agreement by the Purchaser does not and will not conflict with, violate or cause
a breach of (i) the memorandum of association or articles of association of the
Purchaser, or other comparable organizational documents of Purchaser, (ii) any
agreement, contract or instrument to which the Purchaser is a party or by which
the assets of Purchaser or bound or (iii) any law, rule or regulation of any
governmental or regulatory authority to which Purchaser is subject.

    


    2.8    No Legal Advice from
Company.  The Purchaser acknowledges that it has had the
opportunity to review this Agreement and the transactions contemplated by this
Agreement and the other agreements entered into between the parties hereto with
the Purchaser’s own legal counsel and investment and tax
advisors.  Except for any statements or representations of the Company
made in this Agreement and the other agreements entered into between the parties
hereto, the Purchaser is relying solely on such counsel and advisors and not on
any statements or representations of the Company or any of its representatives
or agents for legal, tax or investment advice with respect to this investment,
the transactions contemplated by this Agreement or the securities laws of any
jurisdiction.

    


    
      
        
        

      

      
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    2.9    Reliance on Representations
and Warranties.  The Purchaser understands that the Shares are
being offered and sold to the Purchaser in reliance on specific provisions of
United States federal and state securities laws and that the Company is relying
upon the truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of the Purchaser set forth in this Agreement
in order to determine the applicability of such provisions.

    


    2.10    No
Advertisements.  The Purchaser is not purchasing the Shares as
a result of or subsequent to any advertisement, article, notice or other
communication published in any newspaper, magazine, or similar media or
broadcast over television or radio, or presented at any seminar or
meeting.

    


    3.           Representations and Warranties of
the Company

    


    The
Company represents and warrants to the Purchaser that:

    


    3.1    Valid Issuance of Capital
Stock. The shares of Common Stock comprising the Shares will, when issued
in accordance with the terms of this Agreement, be duly authorized, validly
issued, fully paid and non-assessable.

    


    3.2    Organization and
Qualification.  The Company is a corporation duly incorporated
and existing in good standing under the laws of the state of Delaware and has the requisite
corporate power to own its properties and assets and to carry on its business as
now being conducted.

    


    3.3    Authorization;
Enforcement.  (i) The Company has the requisite corporate power
and authority to enter into and perform its obligations under this Agreement and
to issue the Shares in accordance with the terms hereof, (ii) the execution,
delivery and performance of this Agreement by the Company and the consummation
by it of the transactions contemplated hereby have been duly authorized by all
necessary corporate action, and no further consent or authorization of the
Company or its Board of Directors or stockholders is required, and (iii) this
Agreement constitutes valid and binding obligations of the Company enforceable
against the Company in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
moratorium, reorganization, or similar laws relating to, or affecting generally
the enforcement of, creditors’ rights and remedies or by equitable principles of
general application and except as enforcement of rights to indemnity and
contribution may be limited by federal and state securities laws or principles
of public policy.

    


    
      
        
        

      

      
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    3.4    No
Conflicts.  To the knowledge of the Company, the execution,
delivery and performance of this Agreement and the consummation by the Company
of the transactions

    contemplated
hereby do not materially (i) result in a violation of the Company’s Certificate
of Incorporation or By-Laws or (ii) conflict with, or constitute a default under
any agreement, indenture or instrument to which the Company is a
party.  Other than any SEC or state securities filings or filings with
the Nasdaq Stock Market, which may be required to be made by the Company
subsequent to the Closing, and any registration statement which may be required
to be filed pursuant to Section 4 of this Agreement, 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 with, any court or
governmental agency or self-regulatory entity in order for it to perform any of
its obligations under this Agreement or issue the Shares in accordance with the
terms hereof.

    


    3.5    Line of
Business  The Company’s business is as described in its Annual
Report on Form 10-K for its fiscal year ended December 31, 2009 and other
subsequently filed SEC Reports.

    


    4.           Registration
Rights

    


    4.1    Request for
Registration. At any time on or after October 1, 2010, the Purchaser may
make a written demand for registration under the Securities Act of the resale of
all of their Shares (a “Demand
Registration”). Any demand for a Demand Registration shall specify the
number of shares of Shares 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 Agreement in respect of
Shares.  The Company shall, as expeditiously as possible and in any
event within thirty (30) days after receipt of a request for a Demand
Registration 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
Shares to be registered thereunder in accordance with the intended method(s) of
distribution thereof, and shall use its reasonable efforts to cause such
registration statement to become and remain effective for no less than one year
from its effectiveness date; provided, however, that the
Company shall have the right to defer any Demand Registration for up to thirty
(30) days, 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 twice in any 365-day period in respect
of a Demand Registration hereunder.

    


    
      
        
        

      

      
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    4.2    Effective
Registration. A registration will not count as a Demand Registration
until the registration statement is filed with the SEC 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
Shares pursuant to a Demand Registration is interfered with by any stop order or
injunction of the SEC 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) the Purchaser
thereafter elects to continue the offering

    


    4.3    Listing. The Company
shall use its reasonable  best efforts to cause all Shares included in
a Demand 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

    


    4.4    Obligation to Suspend
Distribution. Upon receipt of any notice from the Company of (x) either
(i) the issuance or threatened issuance by the SEC of any stop order or
(ii) any request by the SEC for any amendment or supplement to a
registration statement or any prospectus relating thereto or for additional
information or (y) the occurrence of an event that, in the good faith judgment
of the Company requires the preparation of a supplement or amendment to such
registration statement or prospectus so that, as thereafter delivered to the
purchasers of the Shares 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, the Company shall promptly make available to the
Purchaser any such supplement or amendment, the Purchaser shall immediately
discontinue disposition of the Shares pursuant to the registration statement
covering the Shares until such holder receives such supplemented or amended
prospectus.

    


    4.5    Registration
Expenses. The Company shall bear all costs and expenses incurred in
connection with any Demand Registration and all expenses incurred in performing
or complying with its other obligations under this Section 4, 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 Shares); (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 Shares; and (vi) fees and
disbursements of counsel for the Company and fees and expenses for independent
certified public accountants retained by the Company. Notwithstanding the
foregoing, the Company shall have no obligation to pay (i) any underwriting
discounts or selling commissions attributable to the Shares being sold by the
Purchaser, which underwriting discounts or selling commissions shall be borne by
the Purchaser or (ii) any fees or expenses of counsel to the
Purchaser.

    


    
      
        
        

      

      
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    4.6    Information. The
Purchaser hereby agrees to provide such information as may reasonably be
requested by the Company, in connection with the preparation of any registration
statement, including amendments and supplements thereto, in order to effect the
registration of any Shares under the Securities Act pursuant to this Section 4
and in connection with the Company’s obligation to comply with federal and
applicable state securities laws.

    


    5.           Legends;
Denominations

    


    5.1    Legend.  The
Company will issue the Shares purchased by the Purchaser in the name of the
Purchaser and in such denominations to be specified by the Purchaser prior to
the Closing.  The Shares will bear the following legend (the “Legend”), and
appropriate “stop transfer” instructions:

    


    THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND THESE SECURITIES MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, (B) TO A
NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE
904 OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO THE RESALE
LIMITATIONS SET FORTH IN RULE 905 OF REGULATIONS S UNDER THE SECURITIES ACT, (D)
PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO ANY OTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

    


    
      
        
        

      

      
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    5.2    Purchaser’s
Compliance.  Nothing in this Section 5 shall affect in any way
the Purchaser’s obligations and agreement to comply with all applicable
securities laws upon resale of the Shares.

    


    5.3    Company’s Refusal to
Register Transfer of Shares.  The Company shall refuse to
register any transfer of the Shares not made in accordance with the provisions
of Regulation S, pursuant to an effective registration statement filed under the
Securities Act, or pursuant to an available exemption from the registration
requirements of the Securities Act.

    


    6.          Governing Law; Jurisdiction;
Waiver of Jury
Trial

    


    This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York.  The parties hereto hereby waive any right to a
jury trial in connection with any litigation pursuant to this Agreement and the
transactions contemplated hereby.

    


    7.           Assignment; Entire Agreement;
Amendment

    


    7.1    Assignment.  Neither
this Agreement nor any rights hereunder may be assigned by any party to any
other person other than by Purchaser to a person agreeing to be bound by the
terms hereof.

    


    7.2    Entire Agreement;
Amendment.  This Agreement and any other documents delivered
pursuant hereto constitute the full and entire understanding and agreement
between the parties with regard to the subject matter hereof, and no party shall
be liable or bound to any other party in any manner by any warranties,
representations or covenants except as specifically set forth in this
Agreement.  Except as expressly provided in this Agreement, neither
this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom
enforcement of any such amendment, waiver, discharge, or termination is
sought.

    


    8.           Notices;
Indemnity

    


    8.1    Notices. Unless
otherwise provided herein, any notice or other communication to a party
hereunder shall be sufficiently given if in writing and personally delivered or
sent by facsimile with copy sent in another manner herein provided or sent by
courier (which for all purposes of this Agreement shall include Federal Express,
UPS or other recognized overnight courier) or mailed to said party by certified
mail, return receipt requested, at its address provided for herein or such other
address as either may designate for itself in such notice to the other and
communications shall be deemed to have been received when delivered personally
on the scheduled arrival date when sent by next day or 2-day courier service or
if sent by facsimile upon receipt of confirmation of transmittal or, if sent by
mail, then three days after deposit in the mail.

    


    
      
        
        

      

      
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    8.2    Indemnification.  Each
party shall indemnify the other against any loss, cost or damages (including
reasonable attorney’s fees and expenses) incurred as a result of such party’s
breach of any representation, warranty, covenant or agreement in this
Agreement.

    


    9.           Counterparts

    


    This
Agreement may be executed in any number of counterparts, each of which shall be
enforceable against the parties actually executing such counterparts, and all of
which together shall constitute one instrument.

    


    10.           Survival;
Severability

    


    The
representations, warranties, covenants and agreements of the parties hereto
shall survive the Closing.  In the event that any provision of this
Agreement becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, this Agreement shall continue in full force and
effect without said provision; provided that no such severability shall be
effective if it materially changes the economic benefit of this Agreement to any
party.

    


    11.           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.

    


    [REMAINDER
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    IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first above written.

    


    
      
        	 	Mr.
      Wu Shi Xin	 
	 	 	 	 
	
                 

              	By:
      /s/
      Wu Shi Xin	 
	 	PRC
      Passport No:  XXXXXX	 
	 	Address:  	
                Flat
      D, 5/F., Ho Fai Building,

                Block
      2, 218-224 Sai Lau Kok Road,

                Tsuen
      Wan, NT, Hong Kong

              	 
	 	 	 	 


      



    
      	 	CHINACAST
      EDUCATION CORPORATION	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/
      Ron Chan Tze Ngon	 
	 	Name:	Ron
      Chan Tze Ngon	 
	 	Title:	Chairman
      and Chief Executive Officer	 
	 	 	 	 


    

    
      
        
        

      

      
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    Exhibit
A-- Form of Letter of Representations for Nominees

     

    [Date]

     

    To:

     

    Chinacast Education
Corporation

     

    Dear
Sirs,

     

    The
undersigned (the “Investor”),
as a nominee of Mr. Wu Shi Xin (the “Purchaser”) to receive shares
of common stock, par value $0.0001 per share (the “Shares”) of Chinacast
Education Corporation, a Delaware corporation (the “Company”), under a Share Purchase
Agreement dated as of April 29, 2010 (the “Agreement”) by and between the
Purchaser and the Company, hereby represents and warrants to the Company as
follows:

     

    
      	
              1.

            	
              The
      Investor is not a “U.S. person” as that term is defined in Rule 902(k) of
      Regulation S promulgated under the Securities Act of 1933 (the “Securities Act”), meaning that the
      Investor is not (i) a natural person resident in the United States, (ii) a
      partnership or corporation organized or incorporated under the laws of the
      United States, (iii) an estate of which any executor or administrator is a
      U.S. person, (iv) a trust of which any trustee is a U.S. person, (v) any
      agency or branch of a foreign entity located in the United States, (vi)
      any non- discretionary account or similar account (other than an estate or
      trust) held by a dealer or other fiduciary for the benefit or account of a
      U.S. person, (vii) any discretionary account or similar account (other
      than an estate or trust) held by a dealer or other fiduciary organized,
      incorporated, or (if an individual) resident in the United States, or
      (viii) a partnership or corporation organized or incorporated under the
      laws of a jurisdiction outside the United States but formed by a U.S.
      person principally for the purpose of investing in securities not
      registered under the Securities
Act.

            


    

     

    
      	
              2.

            	
              The
      Investor is not purchasing the Shares for the account or benefit of any
      U.S. person, or with a view towards distribution to any U.S. person, in
      violation of the registration requirements of the Securities
      Act.

            


    

     

    
      
        
        

      

      
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              3.

            	
              The
      Investor will make all subsequent offers and sales of the Shares either
      (x) outside of the United States in compliance with Regulation S; (y)
      pursuant to a registration under the Securities Act; or (z) pursuant to an
      available exemption from registration under the Securities Act.
      Specifically, the Investor will not resell the Shares to any U.S. person
      or within the United States prior to the expiration of a period commencing
      on the closing date of the sale of the Shares pursuant to the Agreement
      and ending on the date that is six months thereafter, except pursuant to
      registration under the Securities Act or an exemption from registration
      under the Securities Act.

            


    

     

    
      	
              4.

            	
              The
      Investor did not receive an offer to purchase the Shares from any person
      at any time when the Investor was physically present in the United States,
      and the Investor has executed the Agreement outside of the United
      States.

            


    

     

     

    
      
        
          	 	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 


        

      

    

     

    
      	 	

              Place
      of Residency and/or Principal Place of 

              Business
      of Investor:

                  British
      Virgin Islands

              Address of
      Investor: