Standard Contracts
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 15th, 2010 • Xueda Education Group • Services-educational services
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [·], 2010, by and between Xueda Education Group, an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (the “Company”), and [·] (the “Indemnitee”), [a director/an officer] of the Company.
XUEDA EDUCATION GROUP 13,430,000 American Depositary Shares Representing 26,860,000 Ordinary Shares (par value US$0.0001 per share) Form of Underwriting AgreementUnderwriting Agreement • October 29th, 2010 • Xueda Education Group • Services-educational services • New York
Xueda Education Group, an exempted company incorporated in the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the U.S. Underwriters named in Schedule I hereto (the “U.S. Underwriters”) and the International Underwriter named in Schedule II hereto (the “International Underwriter”, and together with the U.S. Underwriters, the “Underwriters”), acting severally and not jointly, an aggregate of 13,430,000 American Depositary Shares representing 26,860,000 ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”), of the Company and, at the election of the Underwriters, up to 2,014,500 additional American Depositary Shares representing 4,029,000 Ordinary Shares. The aggregate of 13,430,000 American Depositary Shares representing 26,860,000 Ordinary Shares to be sold by the Company is herein called the “Firm ADSs”, and the aggregate of 2,014,500 American Depositary Shares representing 4,029,000 additional Ordinary
SHAREHOLDERS AGREEMENTShareholder Agreement • October 15th, 2010 • Xueda Education Group • Services-educational services • Hong Kong
BVI1, BVI2, BVI3, BVI4 and BVI5 are collectively herein referred to as the “BVI Companies” and each, a “BVI Company”. The Company, the BVI Companies, the HK Co., the PRC Subsidiary, and the PRC Affiliates are referred to collectively herein as the “Group Companies”, and each, a “Group Company”. The Series A1 Investor and the Series A2 Investors are referred to collectively herein as the “Investors” or “Preferred Shareholders”, and each, an “Investor” or “Preferred Shareholder”.
SUBSCRIPTION AGREEMENTSubscription Agreement • October 20th, 2010 • Xueda Education Group • Services-educational services • New York
WHEREAS, the Company has filed a registration statement on Form F-1 as of October 15, 2010 (the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the initial public offering (the “Offering”) by the Company of American Depositary Shares (“ADS”), each representing such number of ordinary shares (“Ordinary Shares”) of the Company as specified in the Registration Statement; and
Entrusted Loan AgreementEntrusted Loan Agreement • April 3rd, 2013 • Xueda Education Group • Services-educational services
In order to fully and effectively utilize its fund, the Entrustee accepts the Entrustor’s entrust to extend a loan to the Borrower. In accordance with the relevant laws and regulations, through amicable negotiation, the Entrustor, the Entrustee and the Borrower hereby agree as follows:
AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • May 23rd, 2011 • Xueda Education Group • Services-educational services
The Pledgors collectively own 100% of the equity interest of Beijing Xueda Information Technology Co., Ltd., a limited liability company registered in Beijing, China (the “Company”), among which:
Termination AgreementTermination Agreement • July 27th, 2015 • Xueda Education Group • Services-educational services
This Termination Agreement (this “Agreement”) is entered into by and among the following Parties on July 26, 2015 (“Execution Date”) in Beijing, the People’s Republic of China (“PRC”):
Amended and Restated Exclusive Technology Consulting and Management Service AgreementExclusive Technology Consulting and Management Service Agreement • October 15th, 2010 • Xueda Education Group • Services-educational services
THIS AMENDED AND RESTATED EXCLUSIVE TECHNOLOGY CONSULTING AND MANAGEMENT SERVICE AGREEMENT (the “Agreement”) is entered into in Beijing on July 28, 2010 by and between:
Joint Filing AgreementJoint Filing Agreement • February 14th, 2011 • Xueda Education Group • Services-educational services
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value US$0.0001 per share, of Xueda Education Group, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
PLEDGE AGREEMENTPledge Agreement • October 15th, 2010 • Xueda Education Group • Services-educational services
The Pledgors collectively own 100% of the equity interest of Beijing Xueda Information Technology Co., Ltd., a limited liability company registered in Beijing, China (the “Company”), among which:
Amended and Restated Exclusive Purchase Right ContractExclusive Purchase Right Contract • October 15th, 2010 • Xueda Education Group • Services-educational services
THIS AMENDED AND RESTATED EXCLUSIVE PURCHASE RIGHT CONTRACT (the “Contract”) is entered into in Beijing on July 28, 2010 by and among:
INVESTOR AND REGISTRATION RIGHTS AGREEMENTInvestor and Registration Rights Agreement • October 20th, 2010 • Xueda Education Group • Services-educational services • New York
NOW, THEREFORE, in consideration of the premises set forth above, the mutual promises and covenants set forth herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:
Beijing Weland International Education and Technology Corp. Share Transfer Framework Agreement Among Zhang Tian Xu Heng Beijing Xueda Information Technology Co., Ltd. Chen Li and Song Junbo March 30, 2012Share Transfer Framework Agreement • April 27th, 2012 • Xueda Education Group • Services-educational services
This Share Transfer Framework Agreement (hereinafter referred to as “this Agreement”) is entered into by the duly authorized representatives of the following parties on March 30, 2012 in Beijing:
Joint Filing AgreementJoint Filing Agreement • February 14th, 2012 • Xueda Education Group • Services-educational services
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value US$0.0001 per share, of Xueda Education Group, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Joint Filing AgreementJoint Filing Agreement • February 14th, 2011 • Xueda Education Group • Services-educational services
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value US$0.0001 per share, of Xueda Education Group, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
FIRSTLEAP EDUCATION SERIES A PREFERRED SHARES PURCHASE AGREEMENT July 9, 2012Series a Preferred Shares Purchase Agreement • April 3rd, 2013 • Xueda Education Group • Services-educational services • Hong Kong
The Company, the HK Company, the PRC Domestic Companies, the Key Holders and the Investor may hereinafter collectively be referred to as the “Parties” and respectively referred to as a “Party”.
Joint Filing AgreementJoint Filing Agreement • February 14th, 2011 • Xueda Education Group • Services-educational services
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value US$0.0001 per share, of Xueda Education Group, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
EMPLOYMENT AGREEMENTEmployment Agreement • October 15th, 2010 • Xueda Education Group • Services-educational services • Hong Kong
THE EMPLOYMENT AGREEMENT (the “Agreement”) made as of , between Xueda Education Group, a company organized under the laws of the Cayman Islands (the “Company”), and , an individual (the “Employee,” or “Mr. ”).
Joint Filing AgreementJoint Filing Agreement • February 14th, 2013 • Xueda Education Group • Services-educational services
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value US$0.0001 per share, of Xueda Education Group, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
AGREEMENT AND PLAN OF MERGERMerger Agreement • July 27th, 2015 • Xueda Education Group • Services-educational services • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 26, 2015, by and among Xiamen Insight Investment Co., Ltd., a joint stock company established and existing under the laws of the People’s Republic of China (“Parent”), and Xueda Education Group, an exempted company incorporated with limited liability and existing under the laws of the Cayman Islands (the “Company”).
