TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 Company T 3 Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 Effective Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT 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”).
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TABLE OF CONTENTS. ARTICLE I
TABLE OF CONTENTS. (b) To the fullest extent permitted under applicable Law, commencing at the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7...
TABLE OF CONTENTS. ARTICLE 1 - PREAMBLE 1
TABLE OF CONTENTS. Introduction 6 OVERVIEW AND PURPOSE OF THIS CONTRACT 6 Contract Scope 6 LOT OVERVIEW 6 Lot 1 – Software 6 Lot 2 – Hardware 7 Lot 3 – Cloud 8 Lot 4 – Implementation Services 8 PRODUCTS AND SERVICES EXCLUDED FROM THE SCOPE OF THIS CONTRACT 9 SUBSEQUENT PERIODIC RECRUITMENT 9 ESTIMATED SPEND AND QUANTITIES 10 DEFINITIONS 10 CONTRACT DOCUMENTS AND CONFLICT OF TERMS 16 CONTRACT TERM 16 DOWNSTREAM PROHIBITION 16 CONTRACTOR’S INSURANCE REQUIREMENTS 16 NEW YORK STATE VENDOR RESPONSIBILITY 16 TAX LAW §5-A 17 TOLL FREE NUMBER 17 DESIGNATED PERSONNEL 17 Account Manager 17 Billing Contact 18 Emergency Contact 18 Contractor Administrator 18 E-RATE 18 NEW YORK STATE RIGHTS 18 New York State reserves the right to 18 Authorized User Reserved Rights 18 LIVING WAGE 18 PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS 19 SHORT TERM EXTENSION 19 PROCUREMENT INSTRUCTIONS 19 SPECIFICATIONS 19 INSTRUCTION MANUALS AND ASSOCIATED DOCUMENTATION 19 NYS OFFICE OF INFORMATION TECHNOLOGY SERVICES NOTIFICATION 19 SALES REPORTING REQUIREMENTS 19 Reseller Sales 20 Due Date 20 SERVICE REPORTS FOR MAINTENANCE/SUPPORT AND WARRANTY WORK 20 Service Reports for Authorized User 20 Service Reports for OGS 20 DISTRIBUTION OF CONTRACTOR PRICE LIST AND CONTRACT APPENDICES 20 CONTRACT MODIFICATIONS 20 PROMPT PAYMENT DISCOUNTS 20 CONTRACTOR’S OBLIGATION FOR RESELLER PARTICIPATION 21 Conditions of Reseller(s) Participation 21 Designation of Reseller(s) 21 Responsibility for Reporting/Performance 21 Applicability of Contract Terms 21 Condition for Responding to Authorized User Request for Quote 21 PURCHASE ORDERS AND INVOICING 21 PAYMENTS 22 MAINTENANCE AND SUPPORT PROVISIONS 22 Maintenance/Support Agreement Provisions 22 Maintenance/Support of Product 22 Obligations 22 Right to Refuse/Discontinue Maintenance/Support 22 Maintenance/Support Agreement Contract Price Survival 22 Legacy Maintenance/Support 23 Maintenance/Support Responsibility 23 Maintenance/Support Service Sheets 23 Remote Administration, Maintenance and Support 23 PRE-INSTALLATION SITE VISITS 00 XXX XXXX XXXXX XXXXXXXXX FINANCIAL SYSTEM 23 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS AND EXTENSION OF USE 24 EXPIRATION OF CONTRACT; SURVIVAL OF AUTHORIZED USER AGREEMENTS 24 Lot 4 - Implementation 24 Maintenance/Support Agreement Contract Price Survival 24 PREFERRED SOURCE PRODUCTS 24 TRADE-INS 25 NEW YORK STATE OFFICE OF INFORMATION TECHNOLOGY SERVICES POLICIES 25 RECALLS 25 AMERICANS WITH DISABILITIES ACT (A...
TABLE OF CONTENTS. Section 1: Technical matters 9 Title 9 Parties to the Agreement 9 Operation of the Agreement 9 Delegations 9 National Employment Standards (NES) precedence 9 Closed comprehensive Agreement 9 Individual flexibility arrangements 10 Definitions 11 Section 2: Remuneration 14 Salary 14 Payment of salary 14 Salary setting 15 Incremental advancement 15 Salary advancement 15 Salary advancement – temporary assignment of duties to a higher classification 16 Other clauses 16 Superannuation 16 Method for calculating superannuation salary 16 Payment during unpaid parental leave 17 Salary packaging 17 Overpayments 17 Supported wage system 18 Section 3: Allowances and reimbursements 19 Higher duties allowance 19 Workplace responsibility allowances 19 Community language allowance 20 Departmental Liaison Officer allowance 21 Motor vehicle allowance 22 Extra family care costs 22 Overtime meal allowance 22 Loss or damage to clothing or personal effects 22 Allowance rates - Adjustment 23 Section 4: Classifications and Broadbands 24 Work Level Standards 24 Broadbands 24 Section 5: Working hours and arrangements 25 Job security 25 Commitment to ongoing employment and rebuilding APS capacity 25 Reporting 25 Pathways to permanency 25 Casual (irregular or intermittent) employment 25 Non-ongoing employment 26 Working hours 26 Flex for APS 1-6 Classifications 27 Reversion to standard hours 27 Excess Flex Credits 27 Excess Flex Debit 27 Flex Credit/Debit on cessation 27 Executive Level Time Off in Lieu (EL TOIL) 27 EL Employees – overtime and related payments 28 Overtime and restriction 28 Overtime 28 Rest period 29 Emergency duty 29 Restriction duty 29 Shiftwork 30 Flexible working arrangements 31 Requesting formal flexible working arrangements 31 Varying, pausing or terminating flexible working arrangements 33 Working from home 34 Ad-hoc arrangements 34 Altering span of hours 35 Part-time work 35 Christmas and Easter closedown 35 Public holidays 36
TABLE OF CONTENTS. Section 1 - DEFINITIONS 1 1.1 Defined Terms 1 1.2 Other Definitional Provisions 12 Section 2 - THE INVESTMENTS 13 2.1 Purchaser’s Investment Limits 13 2.2 Procedure for Making Purchases 13 2.3 Sale and Assignment 15 2.4 Fees 15 2.5 Computation and Payments; Commitment Fees 15 2.6 Pro Rata Treatment and Payments 16 2.7 Requirements of Law 16 2.8 Taxes 17 2.9 Indemnity 18 2.10 Records 19 2.11 Purchase Price Adjustments/Deferred Purchase Price 19 2.12 Repurchases of Purchased Assets: Deemed Collections 20 2.13 Application of Collections 21 Section 3 - REPRESENTATIONS AND WARRANTIES 22 3.1 Financial Condition 22 3.2 No Change 22 3.3 Existence; Compliance with Law 22 3.4 Power; Authorization; Enforceable Obligations 23 3.5 No Legal Bar 23 3.6 Litigation 23 3.7 No Default 23 3.8 Ownership of Property; Liens 24 3.9 Taxes 24 3.10 Federal Regulations 24 3.11 Investment Company Act; Other Regulations 24 3.12 Accuracy of Information, etc. 25 3.13 Solvency 25 3.14 Security Documents 25 3.15 Principal Place of Business 25 3.16 Accounting for Scheduled Receivables 25 3.17 Compliance with Money Laundering and Anti-Terrorist Laws 25 Section 4 - CONDITIONS PRECEDENT 26 4.1 Conditions Precedent to Initial Purchase 26 4.2 Conditions Precedent to All Purchases 27 4.3 Conditions to Effectiveness 28 Section 5 - COVENANTS 29 5.1 Financial Statements 29 5.2 Certificates; Other Information 29 5.3 Payment of Obligations 30 5.4 Maintenance of Existence; Compliance 30 5.5 Maintenance of Property; Insurance 30 5.6 Inspection of Property; Books and Records; Discussions 30 5.7 Notices 30 5.8 Use of Proceeds 31 5.9 Irrevocable Payment Instructions 31 5.10 Further Assurances 31 5.11 Offices, Records, Books of Account 31 5.12 Sales, Liens, Etc. 32 5.13 Extension or Amendment of Receivables 32 5.14 Status of Scheduled Receivables 32
TABLE OF CONTENTS. ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1
TABLE OF CONTENTS. (continued)
