Material U.S. Federal Income Tax Consequences. The following is a general summary of the material U.S. federal income tax consequences of the exchange of options pursuant to the offer. This discussion is based on the Internal Revenue Code, its legislative history, Treasury Regulations thereunder and administrative and judicial interpretations thereof as of the date of the offer, all of which are subject to change, possibly on a retroactive basis. This summary does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders. Option holders who exchange outstanding options for new options should not be required to recognize income for federal income tax purposes at the time of the exchange. We believe that the exchange will be treated as a non-taxable exchange. WE ADVISE ALL OPTION HOLDERS CONSIDERING EXCHANGING THEIR OPTIONS TO MEET WITH THEIR OWN TAX ADVISORS WITH RESPECT TO THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF PARTICIPATING IN THE OFFER. Incentive Stock Options. Under current law, an option holder will not realize taxable income upon the grant of an incentive stock option under our 1999 Stock Plan. In addition, an option holder generally will not realize taxable income upon the exercise of an incentive stock option. However, an option holder's alternative minimum taxable income will be increased by the amount that the aggregate fair market value of the shares underlying the option, which is generally determined as of the date of exercise, exceeds the aggregate exercise price of the option. Except in the case of an option holder's death or disability, if an option is exercised more than three months after the option holder's termination of employment, the option ceases to be treated as an incentive stock option and is subject to taxation under the rules that apply to non-qualified stock options. If an option holder sells the option shares acquired upon exercise of an incentive stock option, the tax consequences of the disposition depend upon whether the disposition is qualifying or disqualifying. The disposition of the option shares is qualifying if it is made: - at least two years after the date the incentive stock option was granted, and - at least one year after the date the incentive stock option was exercised. If the disposition of the option shares is qualifying, any excess of the sale price of the option shares, over the exercise price of...

Material U.S. Federal Income Tax Consequences of the Merger’’ beginning on page 85 of this joint proxy and consent solicitation statement/prospectus, U.S. holders whose shares of Xxxxxxx Common Stock are exchanged in the Merger for shares of Era Common Stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon such exchange (except with respect to any cash received in lieu of fractional shares).

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Material U.S. Federal Income Tax Consequences. The following is a general summary of the material U.S. federal income tax consequences applicable to the amendment of the Eligible Options and the payment of the Cash Bonuses or the cancellation of tendered options and the grant of New Options in replacement. Foreign, state and local tax consequences are not addressed.

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Material U.S. Federal Income Tax Consequences of the Merger’’ beginning on page 85 of this joint proxy and consent solicitation statement/prospectus. The tax consequences of the Merger to any particular stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the Merger. The Merger Will Be Accounted for as an Acquisition by Xxxxxxx of Era (Page 88) The Merger will be treated as an acquisition by Xxxxxxx of Era under U.S. generally accepted accounting principles (‘‘GAAP’’). Xxxxxxx is being treated as the acquirer pursuant to GAAP, notwithstanding the fact that a wholly-owned subsidiary of Era is acquiring Xxxxxxx, because, among other considerations, immediately following the Effective Time of the Merger: (i) former Xxxxxxx stockholders (including former holders of Xxxxxxx Preferred Stock) will own 77% of the outstanding shares of Combined Company Common Stock and (ii) the board of directors of the Combined Company will initially consist of eight directors, including six Xxxxxxx designees. The Merger will be accounted for under the acquisition method of accounting under GAAP. Under the acquisition method of accounting, for the purposes of the unaudited pro forma condensed combined consolidated financial information, management of Xxxxxxx and Era have determined a preliminary estimated purchase price for Era (see Unaudited Pro Forma Condensed Combined Consolidated Financial Information – Note 5: Estimated Purchase Consideration and Preliminary Purchase Price Allocation beginning on page 132 for additional information). Era’s net tangible and intangible assets acquired and liabilities assumed in connection with the Merger are recorded at their estimated acquisition date fair values. Any excess of the fair value of Era’s identified net assets acquired over the estimated purchase price will be recognized as a gain on bargain purchase. A final determination of these acquired assets and assumed liabilities will be based on Era’s actual net tangible and intangible assets as of the date of completion of the Merger. Era’s Reasons for the Merger (Page 61) For a discussion of the factors considered by the Era Board in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby, including the issuance of Era Common Stock as consideration in the Merger, see ‘‘The Merger—Era’s Reasons for the Merger and Recommendation of the Era Board’’. Opinion of Era’s Financi...

Material U.S. Federal Income Tax Consequences. The following summary is a summary of the United States federal income tax consequences that generally will arise with respect to stock options granted under our Amended and Restated 1997 Stock Incentive Plan and with respect to the sale of Class A common stock acquired under the plans. This summary does not address the tax consequences that may arise with respect to any gift or disposition other than by sale of shares acquired by an optionholder under an option. FOR PRECISE ADVICE AS TO ANY SPECIFIC SET OF CIRCUMSTANCES, OPTIONHOLDERS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS. Optionholders should also consult with their own tax advisors regarding the application of any state, local, and foreign taxes and any federal gift, estate, and inheritance taxes. This summary is based on the federal tax laws in effect as of the date hereof. Changes to these laws could alter the tax consequences described below.

Material U.S. Federal Income Tax Consequences. (page 147) Based on certain assumptions, representations and covenants, the Merger should qualify as a reorganization within the meaning of section 368(a) of the Internal Revenue Code of 1986, as amended, (the "Internal Revenue Code") for U.S. federal income tax purposes if neither Youku or Tudou is or has been a "passive foreign investment company" for U.S. federal income tax purposes (a "PFIC"). If the Merger qualifies as a reorganization under section 368(a) of the Internal Revenue Code and neither Youku nor Tudou is or has been a PFIC, Tudou shareholders will not recognize gain or loss on the exchange of their Tudou shares for Youku Class A shares and Tudou ADS holders will not recognize gain or loss on the exchange of their Tudou ADSs for Youku ADSs, although gain or loss may be recognized upon the receipt of cash in lieu of fractional Youku Class A shares or Youku ADSs. Youku and Xxxxx cannot assure Tudou shareholders and Tudou ADS holders that the Internal Revenue Service (the "IRS") will agree with the treatment of the Merger as a reorganization under section 368(a) of the Internal Revenue Code. Tax matters are complicated, and the tax consequences of the Merger to each Tudou shareholder or each Tudou ADS holder will depend on the facts of each holder's situation. Tudou shareholders and Tudou ADS holders are urged to read the discussion under "The Merger—Material U.S. Federal Income Tax Consequences" and to consult their tax advisors for a full understanding of the tax consequences of their participation in the Merger.

Material U.S. Federal Income Tax Consequences. General The following general discussion sets forth the anticipated material U.S. federal income tax consequences of the Merger to U.S. Holders (as defined below) of Tudou shares or Tudou ADSs. This discussion also does not address the tax consequences of the Merger under non-U.S., state, local or other tax laws or the tax consequences of transactions effectuated prior or subsequent to, or concurrently or in connection with, the Merger. The following discussion is based on existing U.S. federal income tax law, including the provisions of the Internal Revenue Code, the Treasury Regulations thereunder, IRS rulings, judicial decisions and other administrative pronouncements, all as in effect on the date of this joint proxy statement/prospectus. Neither Youku nor Tudou can provide any assurance that future legislative, administrative or judicial changes or interpretations will not affect the accuracy of the statements or conclusions set forth below. Any future change in the U.S. federal income tax law or interpretation thereof could apply retroactively and could affect the accuracy of the following discussion. In addition, Xxxxx and Xxxxx do not presently anticipate seeking any advance income tax ruling from the IRS regarding the tax consequences of the Merger or any transactions entered into concurrently or in connection with the Merger, and neither Xxxxx nor Xxxxx can assure you that the IRS will agree with the conclusions expressed herein or that the conclusion expressed herein will be sustained by a U.S. court if so challenged. This discussion is addressed only to (1) Tudou shareholders to the extent that they exchange Tudou shares for Youku Class A shares pursuant to the Merger and (2) Tudou ADS holders to the extent that they exchange Tudou ADSs for Youku ADSs pursuant to the Merger and therefore are treated for U.S. federal income tax purposes as receiving the Youku Class A shares represented by such Youku ADSs. Further, this discussion addresses only those U.S. Holders that hold their Tudou shares or Tudou ADSs as a capital asset under the Internal Revenue Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances, and does not address the tax consequences to investors subject to special tax rules, including, for example, investors that are: • a non-U.S. person or entity; • a tax-exempt organization ...

Material U.S. Federal Income Tax Consequences. The Merger’’ beginning on page 173 for a more complete description of the material U.S. federal income tax consequences of the merger. Determining the actual tax consequences of the merger to you may be complex and will depend on your specific situation. You are urged to consult your tax advisor for a full understanding of the U.S. federal income tax consequences of the merger to you, as well as the particular tax consequences to you of the merger under any state, local or non-U.S. income or other tax laws.

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