INDEMNIFICATION AGREEMENTIndemnification Agreement • October 14th, 2009 • BJB Career Education Company, LTD • New York
This Indemnification Agreement (the “Agreement”) is entered into as of by and between Beijing Jadebird IT Education Company, Limited, a Cayman Islands company (the “Company”) and the undersigned, a [director or officer] of the Company (“Indemnitee”) .
Article 1 Definitions 1 Article 2 Grant and Exploitation of Franchise 5 Article 3 Assignment of Franchise 5 Article 4 Relationship and Status of the Parties 6 Article 5 Payment of the Participation Fee and Other Fees 6 Article 6 Information Disclosure...BJB Career Education Company, LTD • October 14th, 2009
Abiding by the principle of mutual benefit and common development, upon amicable discussions in the spirit of equality, voluntariness, honesty and trustworthiness, Party A and Party B, under the Contract Law of the People’s Republic of China, the Regulations on the Administration of Commercial Franchise Operations and relevant laws and regulations, have reached, for mutual compliance and performance, the following agreement in respect of the grant by Party A to Party B of the “ACCP Software Engineers Training Program Franchise” and the permission to conduct business operations at the Designated Site:
THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT among BEIJING JADEBIRD IT EDUCATION COMPANY, LIMITED and POWER STEP GROUP LIMITED and SMART AIM INTERNATIONAL LIMITED and GREAT THRIVE INTERNATIONAL LIMITED and FAVOR GAIN INVESTMENTS LIMITED...Registration Rights Agreement • October 14th, 2009 • BJB Career Education Company, LTD • New York
THIS THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 25, 2009, is made by and among (i) Beijing Jadebird IT Education Company, Limited, an exempted company incorporated and validly existing with limited liability under the laws of the Cayman Islands (the “Company”) (ii) Crescent Jade Limited, an exempted company incorporated and validly existing under the laws of the Cayman Islands (“Crescent Jade”), (iii) Power Step Group Limited, Smart Aim International Limited, Great Thrive International Limited and Favor Gain Investments Limited, all of which are companies organized under the laws of the British Virgin Islands (the “BVI Companies”), (iv) Superway Enterprises Limited, a company organized under the laws of the British Virgin Islands (“Superway Enterprises”), (v) Solid Gain Group Limited, a company organized under the laws of the British Virgin Islands (“Solid Gain,”), (vi) Aptech Limited, a company incorporated and validly existing under
RELEASE AGREEMENT by and between BEIJING JADEBIRD IT EDUCATION COMPANY, LIMITED and APTECH LIMITED Dated as of January 22, 2009Release Agreement • October 14th, 2009 • BJB Career Education Company, LTD • New York
This RELEASE AGREEMENT (the “Agreement”), dated as of January 22, 2009 and effective as of the Effective Date (as defined below), is entered into by and between Beijing Jadebird IT Education Company, Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“BJBC”) and Aptech Limited, a company organized under the laws of the Republic of India (“Aptech,” and together with BJBC, the “Parties”).
Technical Service Agreement (Containing Technical Training and Technical Intermediary)Technical Service Agreement • October 14th, 2009 • BJB Career Education Company, LTD
AGREEMENT between CHINA CENTRAL RADIO AND TELEVISION UNIVERSITY and BEIJING JADEBIRD IT EDUCATION COMPANY LIMITED FOR COOPERATION OF OPEN EDUCATION DIPLOMA COURSES AND OCCUPATIONAL CERTIFICATE TRAINING PILOT PROGRAMS MAY 2009 AGREEMENTAgreement • October 14th, 2009 • BJB Career Education Company, LTD
In order to implement the Outlines of the Eleventh Five-Year Plan for National Education Development, fully exert Party A’s influence as the main pillar in long distance education in China and Party A’s advantages in major construction, course construction and other areas, exert Party B’s advantages in occupational certificate education and training, and further facilitate the interlink and a closer communication between diploma education and non-diploma education, the Parties have concluded, on an equal and freewill basis, the Framework Agreement for Running Course and Credit Swap Between Relevant Diploma Education Majors and Non-Diploma Certificate Training Programs. For the purposes of better implementing such Framework Agreement, standardizing management and ascertaining the responsibilities and obligations of both Party A and Party B, through amicable negotiations, for their cooperation of open education diploma course and occupational certificate training pilot programs, Party A
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • October 14th, 2009 • BJB Career Education Company, LTD
NOW, THEREFORE, in consideration of the premises set forth above, based on the principles of equality, voluntariness and mutual benefit and after friendly consultations, the parties hereby agree as follows:
Form of Content Distribution Agreement with Participating Schools for ACCP Junior Program (Private Schools) (Form of Technology Support and Training Services Contract for ACCP Junior Program) (Including technology training and technology agency)BJB Career Education Company, LTD • October 14th, 2009
In accordance with the Contract Law of the People’s Republic of China, the two parties have entered this contract on technology support and training services for ACCP Junior Content Distribution Program.
THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT among POWER STEP GROUP LIMITED and SMART AIM INTERNATIONAL LIMITED and GREAT THRIVE INTERNATIONAL LIMITED and FAVOR GAIN INVESTMENTS LIMITED and CRESCENT JADE LIMITED and APTECH LIMITED and APTECH...Shareholders Agreement • October 14th, 2009 • BJB Career Education Company, LTD • Hong Kong
This THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of June 25, 2009, is made by and among (i) Power Step Group Limited, Smart Aim International Limited, Great Thrive International Limited and Favor Gain Investments Limited, all of which are companies organized under the laws of the British Virgin Islands (such four companies collectively the “BVI Companies”), (ii) Crescent Jade Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (“Crescent Jade”), (iii) Superway Enterprises Limited, a company organized under the laws of the British Virgin Islands (“Superway Enterprises”), (iv) Solid Gain Group Limited, a company organized under the laws of the British Virgin Islands (“Solid Gain”), (v) Aptech Limited, a company organized under the laws of the Republic of India (“Aptech”), (vi) Aptech Investment Enhancers Limited, a company organized under the laws of the Republic of Mauritius (“MCO2”), (vii) SBI-BDJB Education Lim
Contract By and Between Arbo International Limited And Prosperity Holdings Limited On Transfer of 14% Shares of Beijing Jade Bird Educational Information Technology Co. Ltd. Held by Beijing Peking University Education Investment Co. Ltd.BJB Career Education Company, LTD • October 14th, 2009
This share transfer contract (hereinafter referred to as “the Contract”) is entered into by and between the following two parties on April 23, 2009 at Beijing, China:
BEIJING JADEBIRD IT EDUCATION COMPANY, LIMITED FORM OF DIRECTOR AGREEMENT FOR INDEPENDENT DIRECTORSForm of Director Agreement for Independent Directors • October 14th, 2009 • BJB Career Education Company, LTD • New York
This Agreement is made and entered into as of , 200 , by and between Beijing Jadebird IT Education Company, Limited, a company incorporated in the Cayman Islands (“BJB Cayman”), and , an individual (“Director”), and shall become effective on the Effective Date as defined in this Agreement.;
Form of Content Distribution Agreement with Participating Schools for ACCP Program (Form of Technology Support and Training Services Contract for ACCP Software Engineer Program) (including technology training and technology agency)BJB Career Education Company, LTD • October 14th, 2009
In accordance with the Contract Law of the People’s Republic of China, the two parties have entered this contract on technology support and training services for “ACCP Curriculum Replacement Program”
SBI SHARE SUBSCRIPTION AGREEMENT by and between BEIJING JADEBIRD IT EDUCATION COMPANY, LIMITED and SBI-BDJB EDUCATION LIMITED Dated as of June 12, 2009Sbi Share Subscription Agreement • October 14th, 2009 • BJB Career Education Company, LTD • New York
THIS SBI SHARE SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of June 12, 2009, by and among Beijing Jadebird IT Education Company, Limited, an exempted company incorporated and existing under the laws of the Cayman Islands having its registered office at Maples Corporate Service Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman, KY1-1104, Cayman Islands (“BJBC”) and SBI-BDJB Education Limited, a company incorporated and existing under the laws of Cayman Islands, having its registered office at Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands (the “Investor”). BJBC and the Investor shall each be referred to as a “Party,” and collectively, the “Parties.”
Contract By and Between Beijing Peking University Education Investment Co., Ltd. And Prosperity Holdings Limited On Transfer of 46.67% Shares of Beijing Jade Bird Educational Information Technology Co. Ltd. Held by Beijing Peking University Education...BJB Career Education Company, LTD • October 14th, 2009
This share transfer contract (hereinafter referred to as “the Contract”) is entered into by and between the following two parties on October 20, 2006 at Beijing, China:
Contract By and Among Beijing Jade Bird Educational Information Technology Co., Ltd. Beijing Peking University Education Investment Co., Ltd. And Prosperity Holdings Limited On Subscription to Capital Increase Of Beijing Jade Bird Educational...BJB Career Education Company, LTD • October 14th, 2009
This capital increase contract (hereinafter referred to as “the Contract”) is entered into by and among the following two parties on October 20, 2006 at Beijing, China:
BEIJING JADEBIRD IT EDUCATION COMPANY, LIMITED FORM OF DIRECTOR AGREEMENT FOR NON-INDEPENDENT DIRECTORSDirector Agreement for Non-Independent Directors • October 14th, 2009 • BJB Career Education Company, LTD • New York
This Agreement is made and entered into as of , 200 , by and between Beijing Jadebird IT Education Company, Limited, a company incorporated in the Cayman Islands (“BJB Cayman”), and , an individual (“Director”), and shall become effective on the Effective Date as defined in this Agreement.
SUPERWAY SHARE SUBSCRIPTION AGREEMENT by and among BEIJING JADEBIRD IT EDUCATION COMPANY, LIMITED and PROSPERITY HOLDINGS LIMITED and SUPERWAY ENTERPRISES LIMITED and ARBO INTERNATIONAL LIMITED Dated as of May 8, 2009Superway Share Subscription Agreement • October 14th, 2009 • BJB Career Education Company, LTD • New York
THIS SUPERWAY SHARE SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of May 8, 2009, by and among Beijing Jadebird IT Education Company, Limited, an exempted company incorporated and existing under the laws of the Cayman Islands having its registered office at Maples Corporate Service Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman, KY1-1104, Cayman Islands (“BJBC”), Prosperity Holdings Limited, an exempted company incorporated and existing under the laws of the Cayman Islands, having its registered office at Maples Corporate Service Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman, KY1-1104, Cayman Islands (“Prosperity”), Superway Enterprises Limited, a company incorporated and existing under the laws of the British Virgin Islands, having its registered office at Sea Meadow House, Blackburn Highway, Road Town, Tortola, British Virgin Islands (“Superway”) and Arbo International Limited, a company incorporated and existing under the laws of the B
AgreementAgreement • October 14th, 2009 • BJB Career Education Company, LTD
Beijing Aptech Beida Jade Bird Information Technology Co., Ltd., a joint venture company incorporated, its registered office at Beijing, China (the “JV”).
TERMINATION AGREEMENT by and among BEIJING JADEBIRD IT EDUCATION COMPANY, LIMITED and CRESCENT JADE LIMITED and POWER STEP GROUP LIMITED and SMART AIM INTERNATIONAL LIMITED and GREAT THRIVE INTERNATIONAL LIMITED and FAVOR GAIN INVESTMENTS LIMITED and...Termination Agreement • October 14th, 2009 • BJB Career Education Company, LTD • Hong Kong
This TERMINATION AGREEMENT (this “Agreement”) is made as of May 8, 2009 and effective as of the Effective Date, by and among BEIJING JADEBIRD IT EDUCATION COMPANY, LIMITED, an exempted company incorporated under the laws of the Cayman Islands (the “Listco”), POWER STEP GROUP LIMITED, SMART AIM INTERNATIONAL LIMITED, GREAT THRIVE INTERNATIONAL LIMITED and FAVOR GAIN INVESTMENTS LIMITED, each of which is a company incorporated under the laws of the British Virgin Islands (such four companies collectively the “BVI Companies”), CRESCENT JADE LIMITED, an exempted company incorporated and existing under the laws of the Cayman Islands (“Crescent Jade” and, together with the BVI Companies, the “Existing Listco Shareholders”), BEIJING PEKING UNIVERSITY EDUCATION INVESTMENT CO., LTD., a limited liability company incorporated under the laws of the People’s Republic of China (“BPUEI”), FOURTEEN INDIVIDUALS AS SET FORTH IN SCHEDULE I HERETO, all of whom are shareholders (the “Individual BJB Equityh
Form of Content Distribution Agreement with Participating Schools for BENET Program (Form of Technology Support and Training Services Contract for BENET Network Engineer Program) (including technology training and technology agency)BJB Career Education Company, LTD • October 14th, 2009
In accordance with the Contract Law of the People’s Republic of China, the two parties have entered this contract on technology support and training services for “BENET Content Distribution Program”.
STRATEGIC COOPERATION AGREEMENT by and between BEIJING JADEBIRD IT EDUCATION COMPANY, LIMITED and APTECH LIMITED Dated as of January 22, 2009Strategic Cooperation Agreement • October 14th, 2009 • BJB Career Education Company, LTD • New York
This STRATEGIC COOPERATION AGREEMENT (this “Agreement”) dated as of January 22, 2009, is entered into by and between Beijing Jadebird IT Education Company, Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“BJBC”) and Aptech Limited, a company organized under the laws of the Republic of India (“Aptech,” and together with BJBC, the “Parties”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED ROLL-UP AGREEMENT by and among BEIJING JADEBIRD IT EDUCATION COMPANY, LIMITED and PROSPERITY HOLDINGS LIMITED and APTECH LIMITED and APTECH INVESTMENT ENHANCERS LIMITED Dated as of 29 May, 2009Roll-Up Agreement • October 14th, 2009 • BJB Career Education Company, LTD
This AMENDMENT NO. 1 to the Amended and Restated Roll-up Agreement (as defined below) (this “Amendment”), executed as of the date set forth on the signature pages hereto and effective as of the Effective Date, is made by and among Beijing Jadebird IT Education Company, Limited, a company organized under the laws of the Cayman Islands (“BJBC”), Prosperity Holdings Limited, a company organized under the laws of the Cayman Islands (“Prosperity”), Aptech Limited, a company organized under the laws of the Republic of India (with its directly and indirectly wholly-owned subsidiaries, “Aptech”) and Aptech Investment Enhancers Limited, a company organized under the laws of Republic of Mauritius (“MCO2”). BJBC, Prosperity, Aptech and MCO2 shall hereinafter be referred to, individually, as a “Party” and, collectively, the “Parties.” Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Amended and Restated Roll-up Agreement.
Beida Jade Bird Computer Education Form of Content Distribution Regional Agency Agreement for ACCP and BENET Programs NO.Agreement • October 14th, 2009 • BJB Career Education Company, LTD
Based on above stated, the two parties, by friendly and voluntary negotiations and with equality and mutual benefit in mind, have reached the following agreement (“this Agreement”) concerning the authorization of Party B by Party A as the provincial general agency for ACCP and BENET content-distribution:
Form of Content Distribution Agreement with Participating Schools for ACCP Junior Program (Public Schools) (Form of Technology Support and Training Services Contract for ACCP Junior Program) (Including technology training and technology agency)BJB Career Education Company, LTD • October 14th, 2009
In accordance with the Contract Law of the People’s Republic of China, the two parties have entered this contract on technology support and training services for ACCP Junior Content Distribution Program.
Beida Jade Bird Computer Education Form of Content Distribution Regional Agency Agreement for ACCP Junior Program NO.BJB Career Education Company, LTD • October 14th, 2009
Equity Transfer AgreementEquity Transfer Agreement • October 14th, 2009 • BJB Career Education Company, LTD
Beijing APTECH Beida Jade Bird Information Technology Co., Ltd. (hereinafter as “BJB-Aptech”) is a sino-foreign Joint Venture incorporated on the date of September 23, 1999 under PRC laws, with its registered capital of USD 1 million;
Contract By and Between And Prosperity Holdings Limited On Transfer of 20% Shares of Beijing Jade Bird Educational Information Technology Co. Ltd. Held by The 16 Individual ShareholdersBJB Career Education Company, LTD • October 14th, 2009
This share transfer contract (hereinafter referred to as “the Contract”) is entered into by and among the following parties on October 20, 2006 in Beijing, China:
EQUITYHOLDERS AGREEMENT by and among BEIJING PEKING UNIVERSITY EDUCATION INVESTMENT CO., LTD. and PROSPERITY HOLDINGS LIMITED and FOURTEEN INDIVIDUAL IN SCHEDULE I HERETO dated as of August 15, 2008Agreement • October 14th, 2009 • BJB Career Education Company, LTD
BPUEI, Prosperity and the Individual BJB Equityholders are hereinafter individually referred to as a “Party” and collectively referred to as the “Parties.”
AMENDED AND RESTATED ROLL-UP AGREEMENT by and among BEIJING JADEBIRD IT EDUCATION COMPANY, LIMITED and PROSPERITY HOLDINGS LIMITED and APTECH LIMITED and APTECH INVESTMENT ENHANCERS LIMITED Dated as of March 26, 2009Roll-Up Agreement • October 14th, 2009 • BJB Career Education Company, LTD • New York
THIS AMENDED AND RESTATED ROLL-UP AGREEMENT (this “Agreement”) is made and entered into as of March 26, 2009, by and among Beijing Jadebird IT Education Company, Limited, a company organized under the laws of the Cayman Islands (“BJBC”), Prosperity Holdings Limited, a company organized under the laws of the Cayman Islands and a Wholly-owned Subsidiary of BJBC (“Prosperity”). Aptech Limited, a company organized under the laws of the Republic of India (with its directly and indirectly wholly-owned subsidiaries, “Aptech”) and Aptech Investment Enhancers Limited, a company organized under the laws of Republic of Mauritius, and an indirect Wholly-owned Subsidiary of Aptech (“MCO2”). BJBC, Prosperity, Aptech and MCO2 shall hereinafter be referred to individually, as a “Party” and, collectively, the “Parties.”
Contract By and Between Beijing Peking University Education Investment Co., Ltd. And Arbo International Limited On Transfer of 14% Shares of Beijing Jade Bird Educational Information Technology Co. Ltd. Held by Beijing Peking University Education...BJB Career Education Company, LTD • October 14th, 2009
This share transfer contract (hereinafter referred to as “the Contract”) is entered into by and between the following two parties on 30 Oct., 2008 at Beijing, China:
