AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2010Deposit Agreement • April 28th, 2011 • Tudou Holdings LTD • Services-computer processing & data preparation • New York
DEPOSIT AGREEMENT dated as of , 2010 among TUDOU HOLDINGS LIMITED, a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders from time to time of American Depositary Shares issued hereunder.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation • New York
This Indemnification Agreement (the “Agreement”) is entered into as of [ ], 2010 by and between Tudou Holdings Limited, a Cayman Islands company (the “Company”) and the undersigned, a director and/or officer of the Company (“Indemnitee”).
VOTING AGREEMENT By and among YOUKU INC. And THE SHAREHOLDERS PARTY HERETO Dated as of March 11, 2012Voting Agreement • June 27th, 2012 • Tudou Holdings LTD • Services-computer processing & data preparation • New York
VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), Mr. Gary Wei Wang, an individual and a citizen of the PRC (as defined below) (“Mr. Wang”) and each of the other Persons listed on Schedule 1 hereto (each such Person, including Mr. Wang, a “Company T Shareholder”).
Chengzi Wu and Jing Chen and Reshuffle Technology (Shanghai) Co., Ltd. Loan Agreement April 20, 2009Loan Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation
THIS LOAN AGREEMENT (hereinafter, “the Agreement”) is entered into in Shanghai as of April 20, 2009 by and between the following Parties:
VOTING AGREEMENT By and among YOUKU INC. And THE SHAREHOLDER PARTY HERETO Dated as of March 11, 2012Voting Agreement • June 27th, 2012 • Tudou Holdings LTD • Services-computer processing & data preparation • New York
VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).
VOTING AGREEMENT By and among TUDOU HOLDINGS LIMITED And THE SHAREHOLDERS PARTY HERETO Dated as of March 11, 2012Voting Agreement • June 27th, 2012 • Tudou Holdings LTD • Services-computer processing & data preparation • New York
VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Tudou Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company T”), and each of the Persons listed on Schedule 1 hereto (each, a “Company Y Shareholder”).
Tudou Holdings Limited [—] American Depositary Shares Each Representing [—] Class B Ordinary Shares, Par Value US$0.0001 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • August 3rd, 2011 • Tudou Holdings LTD • Services-computer processing & data preparation • New York
Zhou Yu and Ye Yuan and Reshuffle Technology (Shanghai) Co., Ltd. Equity Interest Pledge Agreement in respect of Beijing Tixian Digital Technology Co., Ltd. February 15, 2012Equity Interest Pledge Agreement • March 30th, 2012 • Tudou Holdings LTD • Services-computer processing & data preparation
THIS EQUITY INTEREST PLEDGE AGREEMENT (hereinafter, this “Agreement”) is made and entered into in Shanghai, the People’s Republic of China (hereinafter, the “PRC”) as of February 15, 2012 by and among the following parties:
EXCLUSIVE CONSULTANCY AND SERVICE AGREEMENT Between Chengdu Gaishi Network Science and Technology Co., Ltd. AND Reshuffle Technology (Shanghai) Co., Ltd. Dated August 31, 2010Exclusive Consultancy and Service Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation
THIS EXCLUSIVE CONSULTANCY AND SERVICE AGREEMENT (“this Agreement”) is made and entered into by the following two parties in Shanghai, the People’s Republic of China (“PRC”) on August 31, 2010.
AGREEMENT AND PLAN OF MERGER dated as of March 11, 2012 among Youku Inc., Tudou Holdings Limited and Two Merger Sub Inc.Agreement and Plan of Merger • June 27th, 2012 • Tudou Holdings LTD • Services-computer processing & data preparation • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated March 11, 2012 is by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), Two Merger Sub Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly owned Subsidiary of Company Y (“Merger Sub”), and Tudou Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company T” and, together with Company Y and Merger Sub, the “Parties”). Certain capitalized terms used in this Agreement are used as defined in Section 9.12.
Zhou Yu And Ye Yuan and Beijing Tixian Digital Technology Co., Ltd. and Reshuffle Technology (Shanghai) Co., Ltd. Exclusive Call Option Agreement in respect of Beijing Tixian Digital Technology Co., Ltd. February 15, 2012Equity Transfer Agreement • March 30th, 2012 • Tudou Holdings LTD • Services-computer processing & data preparation
THIS EXCLUSIVE CALL OPTION AGREEMENT (“this Agreement”) is made and entered into in Shanghai, the People’s Republic of China (the “PRC”) as of February 15, 2012 by and among the following Parties:
Reshuffle Technology (Shanghai) Co., Ltd. And Beijing Tixian Digital Technology Co., Ltd. And Zhou Yu And Ye Yuan Proxy Agreement in respect of Beijing Tixian Digital Technology Co., Ltd. February 15, 2012Proxy Agreement • March 30th, 2012 • Tudou Holdings LTD • Services-computer processing & data preparation
THIS PROXY AGREEMENT (“this Agreement”) is made and entered into in Shanghai, the People’s Republic of China (“PRC”) as of February 15, 2012 by and among the following Parties:
TUDOU HOLDINGS LIMITED DIRECTOR AGREEMENTDirector Agreement • July 26th, 2011 • Tudou Holdings LTD • Services-computer processing & data preparation • New York
This Director Agreement (the “Agreement”) is made and entered into as of July 25, 2011, by and between Tudou Holdings Limited, a Cayman Islands company (the “Company”), and Conor Chia-hung Yang, an individual (the “Director”).
Xiaoyun Zhang and Reshuffle Technology (Shanghai) Co., Ltd. Equity Interest Pledge Agreement in respect of Chengdu Gaishi Network Science and Technology Co., Ltd. July 1, 2009Equity Interest Pledge Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation
THIS EQUITY INTEREST PLEDGE AGREEMENT (hereinafter, this “Agreement”) is made and entered into in Shanghai, the People’s Republic of China (hereinafter, the “PRC”) as of July 1, 2009 by and among the following parties:
Youku Inc. and Tudou Holdings Limited JOINT PROXY STATEMENTVoting Agreement • July 19th, 2012 • Tudou Holdings LTD • Services-computer processing & data preparation • New York
The following are some questions that you may have regarding the Merger, Youku AGM and/or Tudou AGM and brief answers to those questions. Youku and Tudou urge you to read carefully the entire joint proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Merger, Youku AGM and Tudou AGM. Additional important information is also contained in the documents incorporated by reference into this joint proxy statement/prospectus. Please see "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference" on pages 275 and 276, respectively.
VOTING AGREEMENT By and among TUDOU HOLDINGS LIMITED And MAVERICK FUND USA, LTD., MAVERICK FUND, L.D.C., MAVERICK FUND II, LTD., MAVERICK LONG FUND, LTD., MAVERICK LONG ENHANCED FUND, LTD., MAVERICK NEUTRAL FUND, LTD., MAVERICK NEUTRAL LEVERED FUND,...Voting Agreement • June 27th, 2012 • Tudou Holdings LTD • Services-computer processing & data preparation • New York
VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Tudou Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company T”), each of Maverick Fund USA, Ltd., Maverick Fund, L.D.C., Maverick Fund II, Ltd., Maverick Long Fund, Ltd., Maverick Long Enhanced Fund, Ltd., Maverick Neutral Fund, Ltd., Maverick Neutral Levered Fund, Ltd., Maverick II Holdings, Ltd., Maverick Fund Private Investments, Ltd. and Maverick USA II, Corp. (each, a “Company Y Shareholder”).
Chengzi Wu and Jing Chen and Shanghai Suzao Network Science and Technology Co., Ltd. and Reshuffle Technology (Shanghai) Co., Ltd. Exclusive Call Option Agreement in respect of Shanghai Suzao Network Science and Technology Co., Ltd. May 20, 2009Exclusive Call Option Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation
THIS EXCLUSIVE CALL OPTION AGREEMENT (“this Agreement”) is made and entered into in Shanghai, the People’s Republic of China (the “PRC”) as of May 20, 2009 by and among the following Parties:
Option Exchange AgreementOption Exchange Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation • New York
This Option Exchange Agreement, dated as of , 2010, among Tudou Holdings Limited, a company formed under the laws of the Cayman Islands (the “Company”), StarCloud Media Co., Limited, a company formed under the laws of the British Virgin Islands (“StarCloud Media”) and [OPTION HOLDER NAME] (the “Grantee”).
Leasing ContractFire Safety Agreement • March 30th, 2012 • Tudou Holdings LTD • Services-computer processing & data preparation
In accordance with the provisions of the Contract Law of the People’s Republic of China as well as relevant administrative regulations, rules and policies of Beijing Municipality, on the basis of equality and free will, Party A and Party B hereby enter into this Leasing Contract through consensus with respect to the lease of certain houses located at Courtyard No. 1, Zhonghuan Nanlu, North Huajiadi Street, Chaoyang District, with a view to setting forth their respective rights and obligations.
SUPPLEMENTAL CONTRACTSupplemental Contract • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation • Shanghai
THIS SUPPLEMENTAL CONTRACT (hereinafter, “this Contract”) is entered into in Shanghai as of August 31, 2010 by and between the following Parties:
EXCLUSIVE CONSULTANCY AND SERVICE AGREEMENTExclusive Consultancy and Service • March 30th, 2012 • Tudou Holdings LTD • Services-computer processing & data preparation
THIS AMENDED EXCLUSIVE CONSULTANCY AND SERVICE AGREEMENT (“this Agreement”) is made and entered into by the following two parties in Shanghai, the People’s Republic of China (“PRC”) on February 15, 2012.
SUPPLEMENTAL CONTRACTSupplemental Contract • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation • Shanghai
THIS SUPPLEMENTAL CONTRACT (hereinafter, “this Contract”) is entered into in Shanghai as of August 31, 2010 by and between the following Parties:
Form of Warrant Exchange AgreementWarrant Exchange Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation • New York
This Warrant Exchange Agreement, dated as of September 21, 2010, among Tudou Holdings Limited, a company formed under the laws of the Cayman Islands (the “Company”), StarCloud Media Co., Limited, a company formed under the laws of the British Virgin Islands (“StarCloud Media”) and Column A (the “Warrant Holder”).
House Lease Contract (For Office)House Lease • March 30th, 2012 • Tudou Holdings LTD • Services-computer processing & data preparation
In accordance with the stipulations of the Contract Law of the People’s Republic of China and the Regulations of Shanghai Municipality on Housing Lease (hereafter the “Regulations”), Party A and Party B, on the basis of free will, equality, fairness, honesty and credibility and after negotiations, hereby enter into this Contract with respect to Party B leasing from Party A the Premises (as defined below) over which Party A has the full right of operation and that can be leased out in accordance with law, on the terms and subject to the provisions as set forth below.
LEASE CONTRACTLease Contract • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation
Party A is a citizen of the People’s Republic of China. Party A hereby agrees to lease and Party B hereby agrees to rent the House located at Jianwai SOHO, Beijing. Now, therefore, both Parties enter into this Contract. This Contract is entered into on the 10th day of August, 2009 by and between Party A and Party B. In order to specify the rights and obligations of both Parties, both Parties hereby enter into the following terms and conditions.
Reshuffle Technology (Shanghai) Co., Ltd. and Quan Toodou Network Science and Technology Co., Ltd. Equipment Transfer Agreement April 11, 2007Equipment Transfer Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation
THIS EQUIPMENT TRANSFER AGREEMENT (“this Agreement”) is made and entered into in Shanghai, the People’s Republic of China (the “PRC”) as of April 11, 2007 by and between:
Leshi Internet Information & Technology (Beijing) Co., Ltd. and Shanghai Quan Toodou Network Science and Technology Co., Ltd. Agreement for Establishing a Joint VentureTudou Holdings LTD • March 30th, 2012 • Services-computer processing & data preparation
Lease Contract Lessee: Quan Toodou Network Science and Technology Co., Ltd. Lessor: Shanghai Yongtai Real Estate Development Co., Ltd.Lease Contract • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation
STARCLOUD MEDIA CO., LIMITED FOURTH AMENDED AND RESTATED VOTING AGREEMENT July 28, 2010Voting Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation • New York
February 21, 2008 CHINA CYTS TOURS HOLDING CO., LTD. AND QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY CO., LTD. LEASE AGREEMENTLease Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation
This Schedule sets out the particulars and details of the Lease Agreement. Unless it is otherwise required in the context, all expressions and words referred to herein shall have the meaning defined below.
TUDOU HOLDINGS LIMITED DIRECTOR AGREEMENTDirector Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation • New York
This Director Agreement (the “Agreement”) is made and entered into as of October 28, 2010, by and between Tudou Holdings Limited, a Cayman Islands company ( the “Company”), and Ted Tak-Tai Lee, an individual (the “Director”).
STARCLOUD MEDIA CO., LIMITED SERIES E PREFERRED SHARES PURCHASE AGREEMENT July 16, 2010Series E Preferred Shares Purchase Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation • New York
WHEREAS, at the Closing, the Company desires to issue and sell to each Series E Investor and each Series E Investor desires, severally but not jointly, to purchase from the Company that number of Series E Preferred Shares (as defined below) of the Company as set forth opposite each such Series E Investor’s name in the second column of Schedule A attached hereto on the terms and conditions set forth in this Agreement.
STARCLOUD MEDIA CO., LIMITED SERIES D PREFERRED SHARES PURCHASE AGREEMENT March 26, 2008Series D Preferred Shares Purchase Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation • New York
In the event that the Series D Investors decide to extend the Escrow Period for the Second Escrow Period pursuant to Section 2.5(d)(i), at the end of the Second Escrow Period, the Series D Investors holding at least seventy-five percent (75%) of the then outstanding Series D Preferred Shares shall once again decide whether to release the total Escrow Amount in accordance with Sections 2.5(d)(ii) or 2.5(d)(iii) unless the SARFT Permit has been duly obtained by the Domestic Entity during the Second Escrow Period and the total outstanding Escrow Amount has been released to the Company. For the avoidance of any doubt, during the Second Escrow Period, there shall be no release of any outstanding Escrow Amount by the Escrow Agent to the Company as contemplated in Section 2.5(c)(ii).
Reshuffle Technology (Shanghai) Co., Ltd. and Quan Toodou Network Science and Technology Co., Ltd. and Wei Wang and Zhiqi Wang Proxy Agreement in respect of Quan Toodou Network Science and Technology Co., Ltd. May 10, 2006Proxy Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation
THIS PROXY AGREEMENT (“this Agreement”) is made and entered into in Shanghai, the People’s Republic of China (the “PRC”) as of May 10, 2006 by and among the following Parties:
Lease Contract for North America International Business Center between Beijing Jindi Jiaye Real Estate Brokering Co., Ltd. (“Lessor”) And Quan Toodou Network Science and Technology Co., Ltd. (“Lessee”)Tudou Holdings LTD • November 9th, 2010 • Services-computer processing & data preparation
This Contract is made by and between Party A and Party B through friendly negotiation on Party B leasing from Party A the North America International Business Center (hereinafter referred to as the “Center”) in accordance with the Contract Law of the People’s Republic of China and relevant laws and regulations.
