0001047469-10-008737 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription 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

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INVESTOR AND REGISTRATION RIGHTS AGREEMENT
Investor 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:

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