This Loan Agreement (this “Agreement”) is entered into by the following parties (the “Parties”) on February 25, 2009 in the
People’s Republic of China (“PRC”):
Lender: Beijing Ambow Online Software Co., Ltd.
Address: 18th Floor, Building A, Chengjian Plaza, No. 18, BeiTaiPingZhuang Road,
Haidian District, Beijing
Contact: Jin Huang
Xiaogang Feng, Xuejun Xie and Yisi Gu (collectively “Borrowers”)
(1) Borrowers have established a limited liability company in PRC (the “Domestic Company”). Xiaogang Feng holds 40% equity
interest in the Domestic Company, Xuejun Xie holds 30% equity interest in the Domestic Company, and Yisi Gu holds 30%
equity interest in the Domestic Company; and
(2) Lender is a wholly foreign owned enterprise established in China (“Ambow Online”);
Through friendly consultations and in the spirit of equality and mutual benefits, the Parties agree as follows:
1.1 Lender agrees to provide a loan to Xiaogang Feng, the principal of which amounts to RMB400,000; a loan to Xuejun Xie, the
principal of which amounts to RMB300,000; and a loan to Yisi Gu, the principal of which amounts to RMB300,000 (collectively
1.2 Borrowers agree to accept the aforementioned Loans provided to them respectively by Ambow Online and assume the
underlying obligations and responsibilities.
1.3 The Parties agree that the Loans under this Agreement shall bear no interest.
Borrowers hereby undertake that the Loans hereunder shall be only used to make equity investment in the Domestic Company.
Without Ambow Online’s prior written consent, Borrowers shall not use any equity interest in the Domestic Company that is
resulted from such Loans to pledge, assume obligations, create any third party interests, or transfer such equity interest to any
3.1 Borrowers and Ambow Online hereby mutually agree and acknowledge that, to the extent permitted by the PRC laws,
Ambow Online shall deter