[Lazard Asia (Hong Kong) Limited (“Lazard”) is serving as financial advisor to the Independent Committee. Weil, Gotshal & Manges LLP is serving as U.S. legal advisor to the Independent Committee and Maples & Calder is serving as Cayman Islands legal advisor to the Independent Committee. Simpson Thacher & Bartlett is serving as U.S. legal advisor to the Company. Walkers and] [Execution Version AGREEMENT AND PLAN OF MERGER Agreement AGREEMENT AND PLAN OF MERGER (this “ Parent Company WITNESSETH Merger Sub WHEREAS, following the execution of this Agreement, Parent shall form an exempted company with limited liability under the laws the Cayman Islands as a new wholly-owned subsidiary of Parent (“ Merger WHEREAS, Parent and the Company intend that Merger Sub] [Termination Agreement This Termination Agreement (this “Agreement”) is entered into by and among the following Parties on July 26, 2015 (“Execution Date”) in Beijing, the People’s Republic of China (“PRC”): (1) Xueda Education: Xueda Education Group, a limited company established and validly existing under the laws of Cayman Islands, with its registered address at Scotia Centre,4th Floor, P.O. Box 2804,] [2 TABLE OF CONTENTS]