0001068238-10-000396 Sample Contracts

EXHIBIT E
Lock-Up Agreement • November 12th, 2010 • Warburg Pincus & Co
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SHARES PURCHASE AGREEMENT
Shares Purchase Agreement • November 12th, 2010 • Warburg Pincus & Co • New York

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereto agree as follows:

EXHIBIT A JOINT FILING AGREEMENT
Joint Filing Agreement • November 12th, 2010 • Warburg Pincus & Co

THIS JOINT FILING AGREEMENT is entered into as of November 12, 2010, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the ordinary shares, par value $0.0001 per share, of Xueda Education Group and any amendment thereafter signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended.

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