Summary of CHINACAST EDUCATION CORP

Item 1.01. Entry into a Material Definitive Agreement.

Notes and Warrants Purchase Agreement

On August 24, 2012, ChinaCast Education Corporation (the "Company") entered into a notes and warrants purchase agreement (the "Purchase Agreement") and a related series of promissory notes (the "Notes") and warrants, as further described below, with a group of purchasers consisting of Fir Tree Value Master Fund, L.P. ("Fir Tree Value"), Fir Tree Capital Opportunity Master Fund, L.P. ("Fir Tree Capital" and collectively with Fir Tree Value, "Fir Tree"), Lake Union Capital TE Fund, LP, MRMP Managers LLC, Harkness Trust, Ashford Capital Partners, L.P., Anvil Investment Associates, L.P., Columbia Pacific Opportunity Fund, L.P., Special Situations Fund III QP, L.P., Special Situations Cayman Fund, L.P., chairman and chief executive officer Derek Feng, chief financial officer Doug Woodrum, director Daniel Tseung, director Stephen Markscheid, Parsifal Partners LLC, Park Financial Corporation, Allen R. DeCotiis, Alan N. Colner, Fred Tarter, Sanford M. Schwartz, Stamps Family Partnership III, LP, Peter Keane, Howard S. Berl Trust and Michael Berl (each a "Purchaser" and collectively, the "Purchasers"), and Lake Union Capital Fund, LP. Several of the Purchasers are shareholders of the Company, and Ned Sherwood, a director on the Company's board and a shareholder of the Company, is an investment manager of MRMP Managers LLC.

The Company relied upon the exemption from registration pursuant to Section 4(2) of the Securities Act of 1933 (the "1933 Act"), as amended, and Rule 506 promulgated thereunder, to effect the sale and issuance of the securities described herein.

As disclosed in prior public filings, the Company had previously issued notes pursuant to (i) the Notes and Warrants Purchase Agreement, dated as of April 10, 2012 (the "April 2012 Purchase Agreement"), between the Company and the purchasers named therein, and (ii) the Borrowing Notice and Acknowledgement, dated as of May 18, 2012 (the "Borrowing Notice"), between the Company and the purchasers named therein. Pursuant to the Purchase Agreement, the Company, the Purchasers, and the purchasers under the April 2012 Purchase Agreement and the Borrowing Notice have agreed that the Notes, together with the notes sold pursuant to the April 2012 Purchase Agreement and the Borrowing Notice, will be treated as one series (the "Notes Series"), and any and all payments or prepayments will be applied pro rata across the Notes Series with respect to the outstanding principal amount of each note included in the Notes Series (each, a "Series Note"). To effect this agreement to treat all of the Series Notes as a series, the Company has made a sticker amendment (a "Sticker") to each Series Note issued under the April 2012 Purchase Agreement and the Borrowing Notice.

Among other terms, the Purchase Agreement provides that so long as the Notes are outstanding, any Purchaser holding the Notes shall have the right to receive (i) a weekly report detailing the use of the proceeds from the Notes and (ii) any other information that the Purchasers may reasonably request.

Notes

Pursuant to the Purchase Agreement, the Company sold and issued Notes to the Purchasers in an aggregate principal amount of $2.15 million on August 24, 2012. The Notes bear interest at twenty percent (20.0%) per annum, payable semi-annually in arrears, and mature on August 24, 2013.

The Company may prepay any Note in whole or in part at any time prior to maturity by paying 102.5% of the principal to be prepaid together with the accrued interest on the prepaid principal amount to the date of prepayment. If the Note is prepaid in full prior to maturity, the Company will pay the Purchaser an additional amount equal to the greater of (a) ten percent (10.0%) of the greatest aggregate principal amount of the Note at any time outstanding minus the sum of (i) all interest paid thereon plus (ii) any prepayment penalties paid in accordance with the foregoing sentence and (b) zero. No prepaid amount may be reborrowed. Each Note provides that until all amounts outstanding under the Note have been repaid in full, the Company shall not incur any indebtedness other than indebtedness (a) existing or arising under the Note or any other Series Note; (b) existing as of the date of the Note; (c) indebtedness of the Company in an amount not to exceed $5.0 million outstanding at any one time in the aggregate for the purposes mutually agreed with the Purchasers in accordance with the Purchase Agreement and upon the same terms as the Notes; provided, however, if the terms of such indebtedness are materially more favorable than the terms of the Note, then the holder of the Note shall be entitled to receive the same terms of such indebtedness with respect to the Note; and (d) indebtedness of the Company which is subordinated to the Note. Each Note includes events of default for failure to pay principal or interest, bankruptcy and breach of any representation or warranty included in the Note and for an event of default under any other Series Note.

The Company intends to use the proceeds from the sale of the Notes to:

· fund the efforts to retain ownership of schools invalidly removed from the Company;

· fund the efforts to recover cash balances illegally removed from the Company;

· fund the pursuit of criminal charges against Ron Chan, Jiang Xiangyuan and others; and

· fund the payment of professional service providers, payroll and other vendors.

Warrants

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