0001047469-10-008647 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification 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.

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SHAREHOLDERS AGREEMENT
Shareholder 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”.

Amended and Restated Exclusive Technology Consulting and Management Service Agreement
Exclusive 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:

PLEDGE AGREEMENT
Pledge 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 Contract
Exclusive 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:

EMPLOYMENT AGREEMENT
Employment 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. ”).

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