AMENDMENT NO.2 TO RIGHTS AGREEMENT
AND CERTIFICATE OF 

COMPLIANCE WITH SECTION 27 THEREOF


 


This AMENDMENT NO.2 TO RIGHTS AGREEMENT
dated as of April 23, 2014 (the “Amendment”) to the Rights Agreement, dated as of September 17, 2013, as amended
by Amendment No. 1 thereto dated as of December 6, 2013 (the “Rights Agreement”) by and between ChinaEdu Corporation,
a Cayman Islands exempted company (the “Company”) and The Bank of New York Mellon, a New York banking corporation,
as Rights Agent (the “Rights Agent”).


 


WHEREAS, the Company and the Rights Agent
have heretofore entered into the Rights Agreement; and


 


WHEREAS, the Board of Directors of the Company
(the “Committee”) has adopted resolutions authorizing the Company to terminate the Rights Agreement and all
outstanding Rights (as defined in the Rights Agreement); and


 


WHEREAS, the Company and the Rights Agent
desire to amend the Rights Agreement to cause the immediate expiration of all outstanding Rights and to terminate the Rights Agreement;
and


 


WHEREAS, no Person (as defined in the Rights
Agreement) is an Acquiring Person (as defined in the Rights Agreement) as of the date hereof and the Company deems it necessary
and advisable to amend the Rights Agreement in accordance with Section 27 thereof.


 


NOW THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows (capitalized terms used herein
without definition shall have the meaning ascribed to such terms in the Rights Agreement):


 


Section 1.             Amendments to the Rights Agreement.


 


A.          Section 1(p) of the Rights Agreement is hereby amended
in its entirety to read as follows:


 


“(p)       “Expiration Date”
shall mean the earliest of (i) the exchange of all outstanding Rights pursuant to Section 24, (ii) the redemption of all outstanding
Rights pursuant to Section 23 and (iii) the close of business on April 23, 2014.”


 


B.          The fifth paragraph of Exhibit C to the Rights
Agreement (Summary of Rights to Purchase Shares of Junior Participating Preferred Stock) is hereby amended in its entirety to read
as follows:


 


“The Rights are not exercisable
until the Distribution Date. The Rights will expire at the close of business on April 23, 2014.”


 




    	 



    	 



    

 


Section 2.        Termination of Rights Agreement. The
parties hereby agree that the Rights Agreement shall be terminated at the close of business on April 23, 2014.


 


Section 3         Entire Agreement. This Amendment and
the Rights Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all
prior and contemporaneous agreements and understandings, both written and oral, between the parties with respect thereto.


 


Section 4         Conflicting Terms. In the event of any
inconsistency or conflict between the Rights Agreement and this Amendment, the terms, conditions and provisions of this Amendment
shall govern and control.


 


Section 5         Amendments. No amendment, supplement,
modification or waiver of this Amendment shall be binding unless executed in writing by all parties hereto.


 


Section 6        Counterparts. This Amendment may be
executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute
but one contract. Each party hereto shall be entitled to rely on a facsimile or “PDF” signature of any other party
hereunder as if it were an original.


 


Section 7        Governing Law. This Amendment shall
be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the
conflicts of law principles which would result in the application of the substantive law of another jurisdiction.


 


Section 8        Successors and Assigns. This Amendment
shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.


 


Section 9.      Effectiveness. This Amendment shall
become effective as of the date first above written.


 




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IN WITNESS WHEREOF, the undersigned officer
of the Company, being an appropriate officer of the Company and authorized to do so by resolution of the Committee dated as of
April 22, 2014, hereby certifies to the Rights Agent that these amendments are in compliance with the terms of Section 27 of the
Rights Agreement.


 





	 	CHINAEDU CORPORATION
	 	 	 
	 	By:	/s/  Julia Huang
	 	Name: Julia Huang
	 	Title: Executive Chairman
	Acknowledged and Agreed	 







 





	THE BANK OF NEW YORK MELLON,	 
	as Rights Agent	 
	 	 	 
	By:	/s/ Joanne DiGiovanni Hawke	 
	Name:  Joanne DiGiovanni Hawke	 
	Title: Managing Director	 







 




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