0001144204-09-050835 Sample Contracts

UNDERWRITING AGREEMENT between CHINA EDUCATION ALLIANCE, INC. and RODMAN & RENSHAW, LLC as Underwriter
Underwriting Agreement • September 30th, 2009 • China Education Alliance Inc. • Services-educational services • New York

The undersigned, CHINA EDUCATION ALLIANCE, INC., a company formed under the laws of North Carolina (“Company”), hereby confirms its agreement with Rodman & Renshaw, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto, if any, for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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