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 AgreementLock-Up 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
