Common use of Contribution Analysis Clause in Contracts

Contribution Analysis. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ also performed a contribution analysis which reviewed the implied ownership of the combined company for the existing group of Tudou shareholders and ADS holders based on certain financial metrics and historic operating metrics. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ computed the implied ownership for Tudou based on Management Projections for revenue, advertising revenue and gross profit through 2012. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ also computed the implied ownership for Tudou based on historic monthly operating data including daily click views, monthly unique visitors, monthly page views and monthly time spent based on the average of the last three months ending November 2011 from iResearch iUsertracker. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ also computed the implied ownership for Tudou based on cash available, defined as the aggregate of cash, restricted cash and short-term investments, as of December 2011 based on historic management accounts. The computation showed, among other things, that based on Management Projections for revenue, advertising revenue and gross profit through 2012, implied ownership for Tudou was 31.5%, 30.2% and 25.6%, respectively. Based on historic monthly operating data including daily click views, monthly unique visitors, monthly page views and monthly time spent, implied ownership for Tudou was 37.3%, 42.8%, 33.1% and 27.8%, respectively. Based on cash available, implied ownership for Tudou was 20.8%. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ noted that the ADS Exchange Ratio of 1.595 would result in pro forma ownership of the combined company for the existing group of Tudou shareholders and ADS holders equal to approximately 28.5%.