[XUEDA REPURCHASE AGREEMENT SHARE REPURCHASE AGREEMENT Agreement Trade Date Company Seller RECITALS Sale Shares Repurchase Transaction WHEREAS, after due consideration, the board of directors of the Company has approved the Repurchase Transaction and the related transactions that may be required in connection with the Repurchase Transaction. NOW, THEREFORE, in consideration of the premises and the agreements set forth below, and] [SCHEDULE 13D (Amendment No. 3) Xueda Education Group (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) 98418W992 (CUSIP Number) Robert B. Knauss, Esq. Managing Director and General Counsel Warburg Pincus LLC 450 Lexington Avenue New York, New York 10017 (212) 878 0600 (Name, Address and Telephone Number of Person Authorized to Receive Notices]