Common use of TABLE OF CONTENTS Clause in Contracts

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”).

TABLE OF CONTENTS. Page ARTICLE I GENERAL Section 1. Definitions; Conflicts 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 2. Servicing of the Company T Shareholder 7 Mortgage Loan 19 Section 3.2 3. Priority of Payments 29 Section 4. Workout 30 Section 5. Administration of the Mortgage Loan 31 Section 6. Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representatives 36 Section 7. Appointment of Special Servicer 37 Section 8. Payment Procedure 38 Section 9. Limitation on Liability of the Note Holders 39 Section 10. Bankruptcy 40 Section 11. Representations of the Note Holders 40 Section 12. Independent Analysis of Each Note Holder 41 Section 13. No Creation of a Partnership or Exclusive Purchase Right 41 Section 14. Other Business Activities of the Note Holders 41 Section 15. Sale of the Notes 41 Section 16. Registration of the Notes and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Each Note Holder 44 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, etc17. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Governing Law; Waiver of Appraisal Jury Trial 45 Section 18. Submission to Jurisdiction; Waivers 45 Section 19. Modifications 46 Section 20. Successors and Dissenters’ Rights 11 Assigns; Third Party Beneficiaries 46 Section 4.8 Documentation and Information 11 21. Counterparts 46 Section 4.9 Registration of ADS 11 22. Captions 47 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 23. Severability 47 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 24. Entire Agreement 15 47 Section 5.8 No Third25. Withholding Taxes 47 Section 26. Custody of Mortgage Loan Documents 48 Section 27. Cooperation in Securitization 48 Section 28. Notices 49 Section 29. Broker 50 Section 30. Certain Matters Affecting the Agent 50 Section 31. Reserved 51 Section 32. Resignation of Agent 51 Section 33. Resizing 51 THIS AMENDED AND RESTATED CO-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 LENDER 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”), dated as of August 1, 2023, is by and among Youku Inc.between COMPUTERSHARE TRUST COMPANY, an exempted company with limited liability incorporated under NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE HOLDERS OF BENCHMARK 2023-V2 MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2023-V2 (the laws of the Cayman Islands (“Company YV2 Trustee”), as holder of Note A-1 and the Person listed on Schedule Note A-7, CITI REAL ESTATE FUNDING INC. (“CREFI”), as holder of Note A-2-1-A, Note A-2-1-B, Note A-4-1 hereto and Note A-4-2, COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE HOLDERS OF BMO 2023-C5 MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2023-C5 (the “Company T ShareholderC5 Trustee”), as holder of Note A-2-2 and Note A-6-1, COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE, FOR THE BENEFIT OF THE HOLDERS OF BENCHMARK 2023-B39 MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2023-B39 (the “B39 Trustee”), as holder of Note A-3, and BANK OF MONTREAL (“BMO”), as holder of Note A-5-1, Note A-5-2, Note A-6-2, Note A-8 and Note A-9.

TABLE OF CONTENTS. Page CONTRACT FORMAT INDEXING SYSTEM vi ARTICLE I GENERAL 1 – PARTIES TO THE AGREEMENT 1 ARTICLE 2 – RECOGNITION 2 ARTICLE 3 Section 1.1 Defined Terms 3 – TERM OF AGREEMENT 4 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 4 – COMPLETE AGREEMENT 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 5 – SEPARABILITY 7 Section 3.1 Representations and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y ARTICLE 6 – NO STRIKE/NO LOCKOUT 8 ARTICLE IV OTHER COVENANTS 7 – UNION RIGHTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 1. Centralized State Payment System 9 Section 4.2 Prohibition on Transfers of Company Y Shares 2. Bulletin Boards 9 Section 4.3 Additional Shares 3. Union Presentations at Trainings 9 Section 4. Homecare and Personal Support Worker New Member Orientation. 9 Section 5. Employer Indemnity 9 Section 6. Service Period and Deductions 10 Section 4.4 Share Dividends, etc7. List of Representatives 10 Section 8. List and Information. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 9. New Provider List Information. 11 Section 4.8 Documentation and Information 10. Dues Deduction. 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 11. Associated Costs 12 Section 5.1 Interpretation 12. Other Deductions 12 Section 5.2 Termination 13. Service Period and Deductions 13 Section 5.3 Governing Law and Venue 14. Personal Support Workers in the Independent Choices Program (ICP) 13 Section 5.4 Notices ARTICLE 8 – PAYROLL/VOUCHER SYSTEMS 14 Section 5.5 Amendment 1. Properly Completed Voucher or Timesheet 14 Section 5.6 Extension; Waiver 2. Voucher Submission Timelines 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 3. For PSWs Paid Through a Fiscal Intermediary 16 Section 5.12 Specific Performance 4. Voucher Payment Processing Timelines 16 Section 5.13 Company T Shareholder Capacity 16 6. Voucher Issuance Timelines 18 Section 5.14 7. Direct Deposit Options 18 Section 8. Voucher Date Stamp Process 18 ARTICLE 9 – NO DISCRIMINATION 19 Section 1. No Ownership Interest 16 Discrimination. 19 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”).2. Consumer Rights 19

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 RECITALS 1 Contract Documents 1 Subcontract Price 1 Scope of Proxy 6 ARTICLE III REPRESENTATIONS Work 1 TERMS 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 CONDITIONS 4 Article 1 - Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules 4 Article 2 - Owners Representative 4 Article 3 – Investigation and Representations by Subcontractor 4 Article 4 – Submittals, O & M’s and Warranty Information 4 Article 5 - Payment Procedures and Conditions 5 Article 6 - Time and Schedule 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 Work 6 Article 7 - Delays & Impacts 7 Article 8 - Contractors Right to Do Subcontractors Work 8 Article 9 - Inspection, Testing and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4Correction of Work 8 Article 10 - Changes 8 Article 11 - Safety 9 Article 12 - Termination 9 Article 13 - Liens, 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”)Stop Notices, and Third Party Payment Claims 11 Article 14 - Dispute Resolution 11 Article 15 - Indemnity 11 Article 16 - Insurance 12 Article 17 - Protection of Work and Risk of Loss 13 Article 18 - Clean-Up and Use of Site 13 Article 19 - Superintendent/Foreperson 14 Article 20 - Warranty and Correction Period 14 Article 21 - Assignment 14 Article 22 - Prevailing Wage Requirements 14 Article 23 - Surety Bonds 15 Article 24 - Claim Certification & False Claims Liability 15 Article 25 - Taxes 16 Article 26 - Insolvency of Subcontractor 16 Article 27 - Record Drawings 16 Article 28 - Severability 16 Article 29 - Waivers 16 Article 30 - Notices 16 Article 31 - Limitations Period 16 Article 32 - Personal Guaranty by the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Undersigned Officers, Directors, Shareholders and/or Members of Subcontractor 17

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 1. Definitions 2 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 2. Servicing of the Company T Shareholder 7 Mortgage Loan 17 Section 3.2 3. Priority of Payments 28 Section 4. Workout 29 Section 5. Administration of the Mortgage Loan 29 Section 6. Appointment of Controlling Note Holder Representative and Non-Controlling Note Holder Representatives 35 Section 7. Appointment of Special Servicer 36 Section 8. Payment Procedure 37 Section 9. Limitation on Liability of the Note Holders 38 Section 10. Bankruptcy 38 Section 11. Representations of the Note Holders 39 Section 12. Independent Analysis of Each Note Holder 39 Section 13. No Creation of a Partnership or Exclusive Purchase Right 40 Section 14. Other Business Activities of the Note Holders 40 Section 15. Sale of the Notes 40 Section 16. Registration of the Notes and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Each Note Holder 43 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, etc17. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Governing Law; Waiver of Appraisal Jury Trial 44 Section 18. Submission to Jurisdiction; Waivers 44 Section 19. Modifications 45 Section 20. Successors and Dissenters’ Rights 11 Assigns; Third Party Beneficiaries 45 Section 4.8 Documentation and Information 11 21. Counterparts 45 Section 4.9 Registration of ADS 11 22. Captions 45 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 23. Severability 45 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 24. Entire Agreement 15 46 Section 5.8 No Third25. Withholding Taxes 46 Section 26. Custody of Mortgage Loan Documents 47 Section 27. Cooperation in Securitization 47 Section 28. Notices 48 Section 29. Broker 49 Section 30. Certain Matters Affecting the Agent 49 Section 31. Reserved 49 Section 32. Resignation of Agent 49 Section 33. Resizing 50 THIS CO-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 LENDER 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”), dated as of May 14, 2024 is by and among Youku Inc.between CITI REAL ESTATE FUNDING INC. (“CREFI” and, an exempted company together with limited liability incorporated under the laws its successors and assigns in interest, in its capacity as initial owner of the Cayman Islands Note A-1-1, the “Initial Note A-1-1 Holder”, and in its capacity as the initial agent, the “Initial Agent”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1-2, the “Company YInitial Note A-1-2 Holder”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2-1, the “Initial Note A-2-1 Holder”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2-2, the “Initial Note A-2-2 Holder”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2-3, the “Initial Note A-2-3 Holder”), CREFI (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-3, the “Initial Note A-3 Holder”), and CREFI (together with its successors and assigns in interest, in its capacity as initial owner of the Person listed on Schedule 1 hereto (Note A-4, the “Company T ShareholderInitial Note A-4 Holder” and, together with the Initial Note A-1-1 Holder, the Initial Note A-1-2 Holder, the Initial Note A-2-1 Holder, the Initial Note A-2-2 Holder, the Initial Note A-2-3 Holder and the Initial Note A-3 Holder, the “Initial Note Holders”).

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 Shareholders 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 Section 5.17 Several Obligations 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 each of the Person Persons listed on Schedule 1 hereto (the each, a “Company T Shareholder”).

TABLE OF CONTENTS. Paragraph Article Subject Page ARTICLE I GENERAL 100 Article 1 Purpose of Agreement 1 200 Article 2 Scope of Agreement 1 300 Article 3 Section 1.1 Defined Terms Recognition and Union Security 3 ARTICLE II VOTING 400 Article 4 Community Disaster 4 500 Article 5 Section 2.1 Management 5 600 Article 6 General Provisions 5 700 Article 7 Reduction in Force and Reduction of Scheduled Hours 9 800 Article 8 New Hires, Transfers, Promotions and Additional Hours 14 900 Article 9 Probation 21 1000 Article 10 Bulletin Boards 22 1100 Article 11 Discrimination 22 1200 Article 12 Hours of Work and Overtime 22 1300 Article 13 Compensation 28 1400 Article 14 Work/Life Balance Time Off Program 37 1500 Article 15 Leaves of Absence 48 1600 Article 16 Jury Duty and Legal Proceedings 57 1700 Article 17 Mileage Allowance 57 1800 Article 18 Life Insurance, Health Plan, Dental Plan and Pension Plan Coverage 58 1900 Article 19 Alternate Compensation Program 69 2000 Article 20 Physical Examinations 71 2100 Article 21 Discipline and Discharge 71 2200 Article 22 No Strikes – No Lockouts 73 2300 Article 23 Access and Visitation of Union Representatives 73 2400 Article 24 Stewards and Grievance Committee 74 2500 Article 25 Grievance Procedure 75 2600 Article 26 Special Committee 81 2700 Article 27 Classification Review 83 2800 Article 28 Safety 84 2900 Article 29 Savings Clause 85 3000 Article 30 Duration of Agreement to Vote 5 Section 2.2 Grant 86 PAGE Appendix A - Wage Structures 90 Letter of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations Understanding 132 SUPPLEMENT National Agreement AGREEMENT THIS AGREEMENT made and Warranties entered into as of the Company T Shareholder 7 Section 3.2 Representations and Warranties 1st day 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 DividendsOctober 1, 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”), 2005 by and among Youku Inc.between XXXXXX FOUNDATION HOSPITALS, an exempted company with limited liability incorporated under THE XXXXXX FOUNDATION HEALTH PLAN and THE SOUTHERN CALIFORNIA PERMANENTE MEDICAL GROUP, herein collectively referred to as the laws of the Cayman Islands (“Company Y”), Employer,” and the Person listed on Schedule 1 hereto (OFFICE AND PROFESSIONAL EMPLOYEES INTERNATIONAL UNION, LOCAL 30, AFL-CIO, CLC, hereinafter referred to as the “Company T ShareholderUnion.”).

TABLE OF CONTENTS. Page ARTICLE ArTiCLE PAgE I GENERAL Scope and Purpose 1 II Union Recognition 4 III Management Functions 6 IV Union Representation 8 V No Discrimination 11 VI Union Membership, Security, Facilities and Information 13 VII No Strike/Lockout 17 VIII Grievance Procedure 17 IX Discipline, Suspension and Discharge 26 X Hours of Work 29 XI Postings and Appointments 34 XII Probation 42 XIII Performance Evaluations 42 XIV Wages 44 XV Office Space and Facilities 45 XVI Health and Safety 45 XVII Leaves of Absence 49 XVIII Vacations and Holidays 54 XIX Benefits 55 XX Seniority 56 XXI Academic Freedom 58 XXII Technological Change 59 XXIII Duration 60 WAgES Schedule ‘A’: 61 Schedule ‘B’: 61 Appendix ‘A’ Policy on AIDS 62 Appendix ‘B’ Definition of Sexual and Gender Harassment 63 Appendix ‘C’ Assistantship Job Posting Criteria - Unit 1 64 TABLE OF CONTENTS (Continued) Appendix ‘D’ General Application Form Criteria For Assistanships . . 65 Appendix ‘E’ Assistanship Letter of Appointment - Unit 1 66 Appendix ‘F’ Assignment of Work Agreement 67 Appendix ‘G’ Teaching and Career Development Fellowship 68 Letter of Understanding # 1 - Guelph-Humber Work Assignments 69 Letter of Understanding # 2 - Clause 15.02 (Work Facilities & Classification) 70 Letter of Understanding # 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement - Commitment to Vote 5 Section 2.2 Grant Assistanships 71 Letter of Proxy Understanding # 4 - UTAs and XXXx 00 Xxxxxx xx Xxxxxxxxxxxxx # 0 - Student Stipend 73 Letter of Understanding # 6 ARTICLE III REPRESENTATIONS AND WARRANTIES - Application for Positions 74 Letter of Understanding # 7 Section 3.1 Representations and Warranties - International Day of Mourning 75 Letter of Understanding # 8 - Archiving of Job Postings 76 Letter of Understanding # 9 - Workload for Teaching Assistants 77 Letter of Understanding # 10 - Joint Committee on Workload 78 Letter of Understanding # 11 - Level of Consideration for Local Union Executive Service 79 Statement on Quality of Education 80 COLLECTIVE AGREEMENT ENTERED INTO in the City of Guelph in the Province of Ontario as 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 23rd day of March 112011. BETWEEN: THE UNIVERSITY OF GUELPH (hereinafter called the ‘University’) THE CANADIAN UNION OF PUBLIC EMPLOYEES AND ITS LOCAL 3913 (UNIT #1) (hereinafter called the ‘Union’) Expires the 31st day of August, 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”).2013

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 Shareholders 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 Section 5.17 Several Obligations 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 6 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 each of the Person Persons listed on Schedule 1 hereto (the each, a “Company T Shareholder”).

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 (1) Article 1 DEFINITIONS 1 Section 1.1 Defined 1.01 Definitions of Terms 3 ARTICLE II VOTING 5 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.1 Agreement to Vote 5 2.01 Designation and Terms of Securities 4 Section 2.2 Grant 2.02 Form of Proxy Securities and Trustee’s Certificate 6 ARTICLE III REPRESENTATIONS AND WARRANTIES Section 2.03 Denominations: Provisions for Payment 7 Section 3.1 Representations 2.04 Execution and Warranties Authentications 8 Section 2.05 Registration of Transfer and Exchange 8 Section 2.06 Temporary Securities 9 Section 2.07 Mutilated, Destroyed, Lost or Stolen Securities 9 Section 2.08 Cancellation 10 Section 2.09 Benefits of Indenture 10 Section 2.10 Authenticating Agent 10 Section 2.11 Global Securities 11 Article 3 REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS 11 Section 3.01 Redemption 11 Section 3.02 Notice of Redemption 12 Section 3.03 Payment Upon Redemption 12 Section 3.04 Sinking Fund 13 Section 3.05 Satisfaction of Sinking Fund Payments with Securities 13 Section 3.06 Redemption of Securities for Sinking Fund 13 Article 4 COVENANTS 13 Section 4.01 Payment of Principal, Premium and Interest 13 Section 4.02 Maintenance of Office or Agency 14 Section 4.03 Paying Agents 14 Section 4.04 Appointment to Fill Vacancy in Office of Trustee 15 Section 4.05 Compliance with Consolidation Provisions 15 Article 5 SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE 15 Section 5.01 Company to Furnish Trustee Names and Addresses of Securityholders 15 Section 5.02 Preservation Of Information; Communications With Securityholders 15 Section 5.03 Reports by the Company 15 Section 5.04 Reports by the Trustee 16 Article 6 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT 16 Section 6.01 Events of Default 16 Section 6.02 Collection of Indebtedness and Suits for Enforcement by Trustee 17 Section 6.03 Application of Moneys Collected 18 Section 6.04 Limitation on Suits 19 Section 6.05 Rights and Remedies Cumulative; Delay or Omission Not Waiver 19 Section 6.06 Control by Securityholders 20 Section 6.07 Undertaking to Pay Costs 20 Article 7 CONCERNING THE TRUSTEE 20 Section 7.01 Certain Duties and Responsibilities of Trustee 20 Section 7.02 Certain Rights of Trustee 21 1 This Table of Contents does not constitute part of the Company T Shareholder 7 Section 3.2 Representations Indenture and Warranties shall not have any bearing on the interpretation of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers any 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”)its terms or provisions.

TABLE OF CONTENTS. Page ARTICLE I GENERAL Preliminary 1 Exclusion of Model Articles 1 2 Defined terms 1 3 Section 1.1 Defined Terms Liability of members 2 4 Name 2 Directors’ Powers and Responsibilities 5 Directors’ general authority 2 6 Shareholders’ reserve power 3 ARTICLE II VOTING 7 Directors may delegate 3 8 Committees 3 Decision-Making by Directors 9 Sole director 4 10 Directors to take decisions collectively 4 11 Calling a directors’ meeting 4 12 Participation in directors’ meetings 4 13 Quorum for directors’ meetings 5 Section 2.1 Agreement 14 Chairman 5 15 Directors’ written resolutions 5 16 Directors’ discretion to Vote 5 Section 2.2 Grant make further rules 6 Directors’ Conflicts of Proxy Interest 18 Directors’ interests 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations 19 Authorisation of conflicts 6 20 Confidential information 8 Appointment of Directors 21 Methods of appointing directors 8 22 Termination of director’s appointment 9 23 Executive directors 9 24 Directors’ remuneration 10 25 Directors’ expenses 10 26 Alternate directors 10 Shares 27 All shares to be fully paid 11 28 Powers to issue different classes of share 11 29 Redeemable shares 11 30 Share warrants 11 31 Payment of commissions on subscription for shares 12 32 Allotment of shares 12 33 Exclusion of pre-emption rights 12 34 Company not bound by less than absolute interests 12 35 Share certificates 12 36 Replacement share certificates 13 37 Lien 13 38 Purchase of own Shares 14 Transfer and Warranties Transmission of Shares 39 Share transfers 14 40 Transmission of shares 15 41 Exercise of transmittees’ rights 15 42 Transmittees bound by prior notices 16 Dividends and Other Distributions 43 Procedure for declaring dividends 16 44 Payment of dividends and other distributions 16 45 Deductions from distributions in respect of sums owed to the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition company 17 46 No interest 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 distributions 17 47 Unclaimed distributions 18 48 Non-cash distributions 18 49 Waiver of Appraisal distributions 18 Capitalisation of Profits 50 Authority to capitalise and Dissentersappropriation of capitalised sums 19 General Meetings 51 Attendance and speaking at general meetings 20 52 Quorum for general meetings 20 53 Chairing general meetings 20 54 Attendance and speaking by directors and non-shareholders 21 55 Adjournment 21 56 Voting 22 57 Errors and disputes 22 58 Poll votes 22 59 Content of proxy notices 23 60 Delivery of proxy notices 23 61 Amendments to resolutions 24 Administrative Arrangements 62 Means of communication to be used 24 63 Company seal 25 64 No right to inspect accounts and other records 25 Directors’ Rights 11 Section 4.8 Documentation Indemnity 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”).Insurance 65 Indemnity 25 66 Insurance 25 PRELIMINARY

TABLE OF CONTENTS. Page CONTRACT FORMAT INDEXING SYSTEM vi ARTICLE I GENERAL 1 – PARTIES TO THE AGREEMENT 1 ARTICLE 2 – RECOGNITION 2 ARTICLE 3 – TERM OF AGREEMENT 4 Section 1.1 Defined Terms 3 ARTICLE II VOTING 1. Effective Date. 4 Section 2. Notice to Negotiate 4 Section 3. Commencing Negotiations 4 Section 4. Scheduling Negotiations 4 Section 5. Mediation and Binding Arbitration. 4 Section 6. Agreement Extension. 4 Section 7. Reopening of Agreement 5 Section 2.1 8. Process to Open Agreement to Vote During Term. 5 Section 2.2 Grant of Proxy ARTICLE 4 – COMPLETE AGREEMENT 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 5 – SEPARABILITY 7 Section 3.1 Representations and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y ARTICLE 6 – NO STRIKE/NO LOCKOUT 8 ARTICLE IV OTHER COVENANTS 7 – UNION RIGHTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 1. Centralized State Payment System 9 Section 4.2 Prohibition on Transfers of Company Y Shares 2. Bulletin Boards 9 Section 4.3 Additional Shares 3. Union Presentations at Trainings 9 Section 4. Homecare and Personal Support Worker New Member Orientation. 9 Section 5. Employer Indemnity 9 Section 6. Service Period and Deductions 10 Section 4.4 Share Dividends, etc7. List of Representatives 10 Section 8. List and Information. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 9. New Provider List Information. 11 Section 4.8 Documentation and Information 10. Dues Deduction. 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 11. Associated Costs 12 Section 5.1 Interpretation 12. Other Deductions 12 Section 5.2 Termination 13. Service Period and Deductions 13 Section 5.3 Governing Law and Venue 14. Personal Support Workers in the Independent Choices Program (ICP) 13 Section 5.4 Notices 15. Paycheck Remittance Advice. 13 ARTICLE 8 – PAYROLL/VOUCHER SYSTEMS 14 Section 5.5 Amendment 1. Properly Completed Voucher or Timesheet 14 Section 5.6 Extension; Waiver 2. Voucher Submission Timelines 15 Section 5.7 Entire Agreement 3. For PSWs Paid Through a Fiscal Intermediary 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 4. Voucher Payment Processing Timelines 16 Section 5.12 Specific Performance 16 5. Timely and Accurate Pay 18 Section 5.13 Company T Shareholder Capacity 16 6. Payroll Transition for HCWs/PSWs 19 Section 5.14 7. Voucher Issuance Timelines 20 Section 8. Direct Deposit Options 20 Section 9. Termination of Employment 20 Section 10. Voucher Date Stamp Process 21 Section 11. HCW/PSW Credentials 21 ARTICLE 9 – NO DISCRIMINATION 23 Section 1. No Ownership Interest 16 Discrimination. 23 Section 5.15 Costs 2. Consumer Rights 23 ARTICLE 10 – OREGON HOME CARE COMMISSION REGISTRY (Registry) 24 Section 1. Inclusion in the Registry 24 Section 2. Definitions 24 Section 3. Available for Referral 25 Section 4. Online Referral Authorization 25 Section 5. Seeking Employment 26 Section 6. Registry Referrals and Expenses 16 Consumer Choice 26 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term 7. Personal Information – Credential Information Quarterly Review 26 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 8. Unavailability for Referral in the Registry due to DHS/OHA Oregon Administrative Rule (this “Agreement”OARs), by and among Youku Inc., an exempted company with limited liability incorporated under the laws . Employment Status in one of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).State Provider Database Systems. 27

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined I. DEFINITIONS 1 SECTION 1.1. Capitalized Terms 1 SECTION 1.2. Other Definitional Provisions 3 ARTICLE II VOTING II. ORGANIZATION 4 SECTION 2.1. Name 4 SECTION 2.2. Office 4 SECTION 2.3. Purposes and Powers 4 SECTION 2.4. Appointment of Owner Trustee 5 Section 2.1 Agreement SECTION 2.5. Initial Capital Contribution of Trust Estate 5 SECTION 2.6. Declaration of Trust 5 SECTION 2.7. Title to Vote 5 Section 2.2 Grant Trust Property 6 SECTION 2.8. Situs of Proxy Trust 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 SECTION 2.9. Representations and Warranties of the Company T Shareholder Depositor 6 SECTION 2.10. Covenants of the Certificateholder 7 Section 3.2 SECTION 2.11. Federal Income Tax Treatment of the Trust 8 ARTICLE III. CERTIFICATE AND TRANSFER OF INTEREST 9 SECTION 3.1. Initial Ownership 9 SECTION 3.2. The Certificate 9 SECTION 3.3. Authentication of Certificate 9 SECTION 3.4. Registration of Transfer and Exchange of Certificate 9 SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates 11 SECTION 3.6. Persons Deemed Certificateholders 11 SECTION 3.7. Maintenance of Office or Agency 11 SECTION 3.8. Disposition in Whole But Not in Part 12 SECTION 3.9. ERISA Restrictions 12 SECTION 3.10. Appointment of Certificate Paying Agent 12 ARTICLE IV. VOTING RIGHTS AND OTHER ACTIONS 13 SECTION 4.1. Prior Notice to Holder with Respect to Certain Matters 13 SECTION 4.2. Action by Certificateholder with Respect to Certain Matters 13 SECTION 4.3. Restrictions on Certificateholder’s Power 14 SECTION 4.4. [Reserved] 14 SECTION 4.5. Action with Respect to Bankruptcy Action 14 SECTION 4.6. Covenants and Restrictions on Conduct of Business 15 ARTICLE V. AUTHORITY AND DUTIES OF OWNER TRUSTEE 16 SECTION 5.1. General Authority 16 SECTION 5.2. General Duties 17 SECTION 5.3. Action upon Instruction 17 SECTION 5.4. No Duties Except as Specified in this Agreement or in Instructions 18 SECTION 5.5. No Action Except under Specified Documents or Instructions 19 SECTION 5.6. Restrictions 19 SECTION 5.7. Covenants for Reporting of Repurchase Demands due to Breaches of Representations and Warranties 19 ARTICLE VI. CONCERNING THE OWNER TRUSTEE 20 SECTION 6.1. Acceptance of Company Y 8 Trusts and Duties 20 SECTION 6.2. Furnishing of Documents 21 SECTION 6.3. Representations and Warranties 21 SECTION 6.4. Reliance; Advice of Counsel 22 SECTION 6.5. Not Acting in Individual Capacity 23 SECTION 6.6. Owner Trustee Not Liable for Certificate or Receivables 23 SECTION 6.7. Owner Trustee May Own Notes 24 SECTION 6.8. Payments from Owner Trust Estate 24 SECTION 6.9. Doing Business in Other Jurisdictions 24 SECTION 6.10. FATCA Information 24 SECTION 6.11. Financial Crimes Enforcement Network’s Customer Due Diligence 24 SECTION 6.12. Beneficial Ownership and Control of Trust 25 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, etcVII. 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 COMPENSATION OF OWNER TRUSTEE 25 SECTION 7.1. Owner Trustee’s Fees and Expenses 16 Section 5.16 Counterparts25 SECTION 7.2. Indemnification 26 SECTION 7.3. Payments to the Owner Trustee 26 SECTION 7.4. Non-recourse Obligations 26 ARTICLE VIII. TERMINATION OF TRUST AGREEMENT 26 SECTION 8.1. Termination of Trust Agreement 26 ARTICLE IX. SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 28 SECTION 9.1. Eligibility Requirements for Owner Trustee 28 SECTION 9.2. Resignation or Removal of Owner Trustee 28 SECTION 9.3. Successor Owner Trustee 29 SECTION 9.4. Merger or Consolidation of Owner Trustee 29 SECTION 9.5. Appointment of Co-Trustee or Separate Trustee 29 ARTICLE X. MISCELLANEOUS 31 SECTION 10.1. Supplements and Amendments 31 SECTION 10.2. No Legal Title to Owner Trust Estate in Certificateholder 32 SECTION 10.3. Limitations on Rights of Others 32 SECTION 10.4. Notices 32 SECTION 10.5. Severability 32 SECTION 10.6. Separate Counterparts 33 SECTION 10.7. Assignments 33 SECTION 10.8. No Recourse 33 SECTION 10.9. Headings 33 SECTION 10.10. GOVERNING LAW 33 SECTION 10.11. Servicer 33 SECTION 10.12. Nonpetition Covenants 34 SECTION 10.13. Regulation AB 34 ARTICLE XI. APPLICATION OF TRUST FUNDS; Effectiveness 17 EXHIBIT CERTAIN DUTIES 35 SECTION 11.1. Establishment of Trust Accounts 35 SECTION 11.2. Application of Trust Funds 35 SECTION 11.3. Method of Payment 36 EXHIBITS 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 Form of Certificate Exhibit B Form of Certificate of Trust Exhibit C Form of Notice of Repurchase Request This AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 11April 17, 2012 2019, between AFS SENSUB CORP., a Nevada corporation, as depositor (this the “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company YSeller”), and WILMINGTON TRUST COMPANY, a Delaware trust company, as Owner Trustee, amends and restates in its entirety that certain Trust Agreement, dated as of February 22, 2019, between the Person listed on Schedule 1 hereto (Seller and the “Company T Shareholder”)Owner Trustee.

TABLE OF CONTENTS. Page ARTICLE I GENERAL DEFINITIONS AND INCORPORATION BY REFERENCE 2 Section 1.1 Definitions 2 Section 1.2 Incorporation by Reference of Trust Indenture Act 2 Section 1.3 Rules of Construction 2 ARTICLE II THE NOTES 3 Section 1.1 Defined Terms 2.1 Form 3 ARTICLE II VOTING Section 2.2 Execution, Authentication and Delivery 4 Section 2.3 Temporary Notes 5 Section 2.1 Agreement to Vote 2.4 Tax Treatment 5 Section 2.2 Grant 2.5 Registration; Registration of Proxy Transfer and Exchange 6 Section 2.6 Mutilated, Destroyed, Lost or Stolen Notes 7 Section 2.7 Persons Deemed Owners 8 Section 2.8 Payments 8 Section 2.9 Cancellation 13 Section 2.10 Release of Collateral 14 Section 2.11 Book-Entry Notes 14 Section 2.12 Notices to Clearing Agency 15 Section 2.13 Definitive Notes 15 Section 2.14 Authenticating Agents 15 Section 2.15 Retained Notes 16 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 COVENANTS 20 Section 3.1 Payment of Principal and Interest; Determination of SOFR; Benchmark Replacement 20 Section 3.2 Maintenance of Office or Agency 22 Section 3.3 Money for Payments To Be Held in Trust 22 Section 3.4 Existence 23 Section 3.5 Protection of Trust Estate 24 Section 3.6 Opinions as to Trust Estate 24 Section 3.7 Performance of Obligations; Servicing of Receivables 25 Section 3.8 Negative Covenants 27 Section 3.9 Annual Statement as to Compliance 28 Section 3.10 Issuer May Consolidate, etc., Only on Certain Terms 28 Section 3.11 Successor or Transferee 30 Section 3.12 No Other Business 30 Section 3.13 No Borrowing 30 Section 3.14 Servicer’s Obligations 30 Section 3.15 Guarantees, Loans, Advances and Other Liabilities 30 Section 3.16 Capital Expenditures 31 Section 3.17 Restricted Payments 31 Section 3.18 Notice of Events of Default 31 Section 3.19 Removal of Administrator 31 Section 3.20 Further Instruments and Acts 31 Section 3.21 Sales Finance Company Licenses 31 Section 3.22 Representations and Warranties by the Issuer to the Indenture Trustee 31 ARTICLE IV SATISFACTION AND DISCHARGE 32 Section 4.1 Satisfaction and Discharge of Indenture 32 Section 4.2 Satisfaction, Discharge and Defeasance 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 Notes 33 Section 4.3 Additional Shares 10 Application of Trust Money 34 Section 4.4 Share DividendsRepayment of Monies Held by Paying Agent 34 ARTICLE V REMEDIES 34 Section 5.1 Events of Default 34 Section 5.2 Acceleration of Maturity; Rescission and Annulment 35 Section 5.3 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee 36 Section 5.4 Remedies; Priorities 38 Section 5.5 Optional Preservation of the Receivables 41 Section 5.6 Limitation of Suits 42 Section 5.7 Unconditional Rights of Noteholders to Receive Principal and Interest 42 Section 5.8 Restoration of Rights and Remedies 43 Section 5.9 Rights and Remedies Cumulative 43 Section 5.10 Delay or Omission Not a Waiver 43 Section 5.11 Control by Noteholders of the Controlling Class 43 Section 5.12 Waiver of Past Defaults 44 Section 5.13 Undertaking for Costs 44 Section 5.14 Waiver of Stay or Extension Laws 44 Section 5.15 Action on Notes 45 Section 5.16 Performance and Enforcement of Certain Obligations 45 ARTICLE VI THE INDENTURE TRUSTEE 46 Section 6.1 Duties of Indenture Trustee 46 Section 6.2 Rights of Indenture Trustee 48 Section 6.3 Individual Rights of Indenture Trustee 49 Section 6.4 Indenture Trustee’s Disclaimer 49 Section 6.5 Notice of Defaults 49 Section 6.6 Reports by Indenture Trustee to Holders 49 Section 6.7 Compensation and Indemnity 50 Section 6.8 Replacement of Indenture Trustee 51 Section 6.9 Successor Indenture Trustee by Xxxxxx 51 Section 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee 52 Section 6.11 Eligibility; Disqualification 53 Section 6.12 Preferential Collection of Claims Against Issuer 54 Section 6.13 Communications Regarding Demands to Purchase Receivables 54 ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS; ASSET REPRESENTATIONS REVIEW 54 Section 7.1 Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders 54 Section 7.2 Preservation of Information; Communications to Noteholders 54 Section 7.3 Reports by Issuer 55 Section 7.4 Reports by Indenture Trustee 55 Section 7.5 Noteholder Communications 55 Section 7.6 Asset Representations Review 56 ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES 57 Section 8.1 Collection of Money 57 Section 8.2 Trust Accounts 58 Section 8.3 General Provisions Regarding Accounts 58 Section 8.4 Release of Trust Estate 59 Section 8.5 Opinion of Counsel 60 ARTICLE IX SUPPLEMENTAL INDENTURES 60 Section 9.1 Supplemental Indentures Without Consent of Noteholders 60 Section 9.2 Supplemental Indentures with Consent of Noteholders 61 Section 9.3 Execution of Supplemental Indentures 63 Section 9.4 Effect of Supplemental Indenture 63 Section 9.5 Conformity with Trust Indenture Act 63 Section 9.6 Reference in Notes to Supplemental Indentures 63 ARTICLE X REDEMPTION OF NOTES 63 Section 10.1 Redemption 63 Section 10.2 Form of Redemption Notice 64 Section 10.3 Notes Payable on Redemption Date 64 ARTICLE XI MISCELLANEOUS 65 Section 11.1 Compliance Certificates and Opinions, etc 65 Section 11.2 Form of Documents Delivered to Indenture Trustee 66 Section 11.3 Acts of Noteholders 67 Section 11.4 Notices, etc. 10 ., to Indenture Trustee, Issuer and Rating Agencies 68 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 11.5 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extensionto Noteholders; Waiver 15 69 Section 5.7 Entire Agreement 15 11.6 Alternate Payment and Notice Provisions 69 Section 5.8 11.7 Conflict with Trust Indenture Act 69 Section 11.8 Effect of Headings and Table of Contents 70 Section 11.9 Successors and Assigns 70 Section 11.10 Severability 70 Section 11.11 Benefits of Indenture 70 Section 11.12 Legal Holiday 70 Section 11.13 GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF RIGHT TO JURY TRIAL 70 Section 11.14 Counterparts and Electronic Signature 71 Section 11.15 Recording of Indenture 71 Section 11.16 Trust Obligation 71 Section 11.17 No Petition 72 Section 11.18 Inspection 72 Section 11.19 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”).72

TABLE OF CONTENTS. Page ARTICLE I GENERAL Article 13 Recognition and Coverage 1 Article 2 Precedence of Laws and Regulation 2 Article 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING Employees' Rights 2 Article 4 Management Rights 4 Article 5 Section 2.1 Agreement to Vote NTEU Rights 5 Section 2.2 Grant of Proxy Article 6 ARTICLE III REPRESENTATIONS AND WARRANTIES NTEU Representation 6 Article 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 Official Time 7 Exchange Act 4 Existing Shares 5 Governmental Entities Article 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 Facilities and Services 12 Article 9 Dues Withholding 15 Article 10 Polygraph 24 Article 11 Grievances 24 Article 12 Arbitration 29 Midcontract Negotiation 31 Article 14 Partnership 32 Article 14.A Labor Management Committees 33 Article 15 Position Classification 34 Article 16 Acceptable Level of March 11, 2012 (this “Agreement”), by Competence 34 Article 17 Performance Standards 36 Article 18 Performance Appraisal 38 Article 19 Merit Promotion 41 Article 20 Details and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), Temporary Promotions 49 Article 21 Reassignments 50 Article 22 Reduction in Force 51 Article 23 Training and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Development 55 Article 24 Overtime and Compensatory Time 57 Article 25 Alternative Work Schedules 58 Article 26 Holidays 60 Article 27 Absence and Leave 61 Article 28 Employee Benefits 68 Article 29 Employee Awards 69 Article 30 Equal Employment Opportunity 72 Article 31 Personnel Records 73 Article 32 Health and Safety 73 Article 33 Employee Assistance Program 75 Article 34 Travel 76 Article 35 Wage Surveys 78 Article 36 Contracting Out 78 Article 37 Prohibited Personnel Practices 79 Article 38 Drug-Screening 81 Article 39 Outside Employment 81 Article 40 Temporary Employees 82 Article 41 Part-Time Employees 82 Article 42 Probationary Employees 82 Article 43 Disciplinary Actions 83 Article 44 Adverse Actions 85 Article 45 Performance-Based Actions 88 Article 46 Smoking 89 Article 47 Flexiplace 90 Article 48 Notification Procedures 93 Article 49 Parking Management 96 Article 50 Transit Subsidy 97 Article 51 Duration and Termination 98 Glossary 99 Appendix A 000 Xxxxxxxx X 102 Appendix C 103 Article 1

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined I. DEFINITIONS 1 SECTION 1.1. Capitalized Terms 1 SECTION 1.2. Other Definitional Provisions 3 ARTICLE II VOTING II. ORGANIZATION 4 SECTION 2.1. Name 4 SECTION 2.2. Office 4 SECTION 2.3. Purposes and Powers 4 SECTION 2.4. Appointment of Owner Trustee 5 Section 2.1 Agreement SECTION 2.5. Initial Capital Contribution of Trust Estate 5 SECTION 2.6. Declaration of Trust 5 SECTION 2.7. Title to Vote 5 Section 2.2 Grant Trust Property 6 SECTION 2.8. Situs of Proxy Trust 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 SECTION 2.9. Representations and Warranties of the Company T Shareholder Depositor 6 SECTION 2.10. Covenants of the Certificateholder 7 Section 3.2 SECTION 2.11. Federal Income Tax Treatment of the Trust 8 ARTICLE III. CERTIFICATE AND TRANSFER OF INTEREST 9 SECTION 3.1. Initial Ownership 9 SECTION 3.2. The Certificate 9 SECTION 3.3. Authentication of Certificate 9 SECTION 3.4. Registration of Transfer and Exchange of Certificate 9 SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates 11 SECTION 3.6. Persons Deemed Certificateholders 11 SECTION 3.7. Maintenance of Office or Agency 11 SECTION 3.8. Disposition in Whole But Not in Part 12 SECTION 3.9. ERISA Restrictions 12 SECTION 3.10. Appointment of Certificate Paying Agent 12 ARTICLE IV. VOTING RIGHTS AND OTHER ACTIONS 13 SECTION 4.1. Prior Notice to Holder with Respect to Certain Matters 13 SECTION 4.2. Action by Certificateholder with Respect to Certain Matters 13 SECTION 4.3. Restrictions on Certificateholder’s Power 14 SECTION 4.4. [Reserved] 14 SECTION 4.5. Action with Respect to Bankruptcy Action 14 SECTION 4.6. Covenants and Restrictions on Conduct of Business 15 ARTICLE V. AUTHORITY AND DUTIES OF OWNER TRUSTEE 16 SECTION 5.1. General Authority 16 SECTION 5.2. General Duties 17 SECTION 5.3. Action upon Instruction 17 SECTION 5.4. No Duties Except as Specified in this Agreement or in Instructions 18 SECTION 5.5. No Action Except under Specified Documents or Instructions 19 SECTION 5.6. Restrictions 19 SECTION 5.7. Covenants for Reporting of Repurchase Demands due to Breaches of Representations and Warranties 19 ARTICLE VI. CONCERNING THE OWNER TRUSTEE 20 SECTION 6.1. Acceptance of Company Y 8 Trusts and Duties 20 SECTION 6.2. Furnishing of Documents 21 SECTION 6.3. Representations and Warranties 21 SECTION 6.4. Reliance; Advice of Counsel 22 SECTION 6.5. Not Acting in Individual Capacity 23 SECTION 6.6. Owner Trustee Not Liable for Certificate or Receivables 23 SECTION 6.7. Owner Trustee May Own Notes 24 SECTION 6.8. Payments from Owner Trust Estate 24 SECTION 6.9. Doing Business in Other Jurisdictions 24 SECTION 6.10. FATCA Information 24 SECTION 6.11. Financial Crimes Enforcement Network’s Customer Due Diligence 24 SECTION 6.12. Beneficial Ownership and Control of Trust 25 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, etcVII. 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 COMPENSATION OF OWNER TRUSTEE 25 SECTION 7.1. Owner Trustee’s Fees and Expenses 16 Section 5.16 Counterparts25 SECTION 7.2. Indemnification 26 SECTION 7.3. Payments to the Owner Trustee 26 SECTION 7.4. Non-recourse Obligations 26 ARTICLE VIII. TERMINATION OF TRUST AGREEMENT 26 SECTION 8.1. Termination of Trust Agreement 26 ARTICLE IX. SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 28 SECTION 9.1. Eligibility Requirements for Owner Trustee 28 SECTION 9.2. Resignation or Removal of Owner Trustee 28 SECTION 9.3. Successor Owner Trustee 29 SECTION 9.4. Merger or Consolidation of Owner Trustee 29 SECTION 9.5. Appointment of Co-Trustee or Separate Trustee 29 ARTICLE X. MISCELLANEOUS 31 SECTION 10.1. Supplements and Amendments 31 SECTION 10.2. No Legal Title to Owner Trust Estate in Certificateholder 32 SECTION 10.3. Limitations on Rights of Others 32 SECTION 10.4. Notices 32 SECTION 10.5. Severability 32 SECTION 10.6. Separate Counterparts 33 SECTION 10.7. Assignments 33 SECTION 10.8. No Recourse 33 SECTION 10.9. Headings 33 SECTION 10.10. GOVERNING LAW 33 SECTION 10.11. Servicer 33 SECTION 10.12. Nonpetition Covenants 34 SECTION 10.13. Regulation AB 34 ARTICLE XI. APPLICATION OF TRUST FUNDS; Effectiveness 17 EXHIBIT CERTAIN DUTIES 35 SECTION 11.1. Establishment of Trust Accounts 35 SECTION 11.2. Application of Trust Funds 35 SECTION 11.3. Method of Payment 36 EXHIBITS 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 Form of Certificate Exhibit B Form of Certificate of Trust Exhibit C Form of Notice of Repurchase Request This AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 11October 16, 2012 2019, between AFS SENSUB CORP., a Nevada corporation, as depositor (this the “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company YSeller”), and WILMINGTON TRUST COMPANY, a Delaware trust company, as Owner Trustee, amends and restates in its entirety that certain Trust Agreement, dated as of August 29, 2019, between the Person listed on Schedule 1 hereto (Seller and the “Company T Shareholder”)Owner Trustee.

TABLE OF CONTENTS. Page ARTICLE Article I GENERAL 3 DEFINITIONS 1 Section 1.1 1.01 Certain Defined Terms 3 ARTICLE 1 Article II VOTING 5 TRANSACTIONS TO BE EFFECTUATED AT CLOSING 13 Section 2.1 Agreement to Vote 5 2.01 Closing 13 Section 2.2 Grant of Proxy 6 ARTICLE 2.02 Ceding Commission 13 Section 2.03 Estimated Closing Statement; Investment Asset Selection 14 Section 2.04 Final Closing Statement 14 Section 2.05 The Reinsurer’s Additional Closing Date Deliveries 18 Section 2.06 The Ceding Company’s Additional Closing Date Deliveries 18 Article III REPRESENTATIONS AND WARRANTIES 7 REGARDING THE CEDING COMPANY 19 Section 3.1 3.01 Incorporation and Authority of the Ceding Company 19 Section 3.02 No Conflict 20 Section 3.03 Consents and Approvals 20 Section 3.04 Financial Statements 20 Section 3.05 Absence of Certain Changes 21 Section 3.06 Absence of Litigation 22 Section 3.07 Compliance with Laws 22 Section 3.08 Governmental Licenses and Permits 22 Section 3.09 Insurance Regulatory Matters 23 Section 3.10 Actuarial Appraisal 25 Section 3.11 Brokers 25 Section 3.12 Separate Accounts 25 Section 3.13 Reserves 27 Section 3.14 Product Tax Matters 27 Section 3.15 Specified Data 28 Section 3.16 Producers 29 Section 3.17 Investment Assets 29 Section 3.18 Data Protection and Privacy 29 Section 3.19 ERISA 30 Section 3.20 Assumed and Ceded Reinsurance Agreements 30 Section 3.21 Participating Policies 30 Section 3.22 NO OTHER REPRESENTATIONS OR WARRANTIES 30 Article IV REPRESENTATIONS AND WARRANTIES REGARDING THE REINSURER 31 Section 4.01 Incorporation and Authority of the Reinsurer 31 Section 4.02 No Conflict 32 Section 4.03 Consents and Approvals 32 Section 4.04 Absence of Litigation 32 Section 4.05 Solvency 32 Section 4.06 Regulatory Matters 33 Section 4.07 Financial Statements 33 Section 4.08 Financial Ability 34 Section 4.09 Brokers 34 Article V ACTIONS PRIOR TO THE CLOSING DATE 34 Section 5.01 Conduct of Business Prior to the Closing 34 Section 5.02 Access to Information 35 Section 5.03 Reasonable Best Efforts 35 Article VI ADDITIONAL AGREEMENTS 36 Section 6.01 Confidentiality 36 Section 6.02 Non-Solicitation 37 Section 6.03 Names and Marks 37 Section 6.04 Further Action 37 Section 6.05 Privilege Preservation 38 Article VII CONDITIONS TO CLOSING AND RELATED MATTERS 38 Section 7.01 Conditions to Obligations of the Ceding Company 38 Section 7.02 Conditions to Obligations of the Reinsurer 39 Section 7.03 Frustration of Closing Condition 39 Article VIII TERMINATION AND WAIVER 40 Section 8.01 Termination 40 Section 8.02 Notice of Termination 41 Section 8.03 Effect of Termination 41 Article IX SURVIVAL; INDEMNIFICATION 41 Section 9.01 Survival of Representations, Warranties and Covenants 41 Section 9.02 Indemnification 42 Section 9.03 Certain Limitations 43 Section 9.04 Definitions 44 Section 9.05 Procedures for Third Party Claims 45 Section 9.06 Direct Claims 47 Section 9.07 Sole Remedy 47 Section 9.08 Treatment of Indemnity Payment 47 Article X GENERAL PROVISIONS 48 Section 10.01 Expenses 48 Section 10.02 Notices 48 Section 10.03 Public Announcements 49 Section 10.04 Severability 49 Section 10.05 Entire Agreement 49 Section 10.06 Assignment 49 Section 10.07 No Third Party Beneficiaries 50 Section 10.08 Amendment 50 Section 10.09 Schedules 50 Section 10.10 Submission to Jurisdiction 50 Section 10.11 Governing Law 51 Section 10.12 Waiver of Jury Trial 51 Section 10.13 Specific Performance 51 Section 10.14 Waivers 51 Section 10.15 Rules of Construction 51 Section 10.16 Reserves 52 Section 10.17 Counterparts 53 Section 10.18 Time of Essence 53 Section 10.19 Incontestability 53 EXHIBITS Exhibit A Form of Reinsurance Agreement Exhibit B Form of Guarantee Exhibit C Investment Management Agreement Term Sheet SCHEDULES Schedule 1.01(a) Agreed Accounting Principles Schedule 1.01(b) Ceding Company Knowledge Persons Schedule 1.01(c) Reinsurer Knowledge Persons Schedule 1.01(d) Ceding Commission Adjustment Schedule 1.01(e) Agreed Investment Assets Schedule 1.01(f) Potential Investment Assets Schedule 1.01(g) Asset List Schedule 3.12(g)(i) M&E Fees Schedule 3.12(g)(ii) 12b-1 Fees Schedule 3.12(g)(iii) Revenue Sharing Fees Schedule 3.12(h) EIM Administrative Fee Schedule 3.15 Specified Data Schedule 4.01 Additional Reinsurer Representations and Warranties of the Company T Shareholder 7 Section 3.2 Representations Schedule 7.02(c) Reinsurer Governmental Approvals This MASTER TRANSACTION AGREEMENT (including all schedules 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 Dividendsexhibits hereto, 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”), dated as of August 16, 2022, is made by and among Youku Inc.between Equitable Financial Life Insurance Company, an exempted a New York-domiciled insurance company with limited liability incorporated under (the laws of the Cayman Islands (“Company YCeding Company”), and the Person listed on Schedule 1 hereto First Allmerica Financial Life Insurance Company, a Massachusetts-domiciled insurance company (the “Company T ShareholderReinsurer”). Each of the Ceding Company and the Reinsurer shall be referred to herein as a “Party” and, together, the “Parties”.

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined I. DEFINITIONS 1 SECTION 1.1. Capitalized Terms 1 SECTION 1.2. Other Definitional Provisions 3 ARTICLE II VOTING II. ORGANIZATION 4 SECTION 2.1. Name 4 SECTION 2.2. Office 4 SECTION 2.3. Purposes and Powers 4 SECTION 2.4. Appointment of Owner Trustee 5 Section 2.1 Agreement SECTION 2.5. Initial Capital Contribution of Trust Estate 5 SECTION 2.6. Declaration of Trust 6 SECTION 2.7. Title to Vote 5 Section 2.2 Grant Trust Property 6 SECTION 2.8. Situs of Proxy Trust 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 SECTION 2.9. Representations and Warranties of the Company T Shareholder 7 Section 3.2 Depositor 6 SECTION 2.10. Covenants of the Certificateholder 8 SECTION 2.11. Federal Income Tax Treatment of the Trust 8 ARTICLE III. CERTIFICATE AND TRANSFER OF INTEREST 9 SECTION 3.1. Initial Ownership 9 SECTION 3.2. The Certificate 9 SECTION 3.3. Authentication of Certificate 9 SECTION 3.4. Registration of Transfer and Exchange of Certificate 10 SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates 11 SECTION 3.6. Persons Deemed Certificateholders 12 SECTION 3.7. Maintenance of Office or Agency 12 SECTION 3.8. Disposition in Whole But Not in Part 12 SECTION 3.9. ERISA Restrictions 12 SECTION 3.10. Appointment of Certificate Paying Agent 13 ARTICLE IV. VOTING RIGHTS AND OTHER ACTIONS 13 SECTION 4.1. Prior Notice to Holder with Respect to Certain Matters 13 SECTION 4.2. Action by Certificateholder with Respect to Certain Matters 14 SECTION 4.3. Restrictions on Certificateholder’s Power 14 SECTION 4.4. [Reserved] 15 SECTION 4.5. Action with Respect to Bankruptcy Action 15 SECTION 4.6. Covenants and Restrictions on Conduct of Business 15 ARTICLE V. AUTHORITY AND DUTIES OF OWNER TRUSTEE 17 SECTION 5.1. General Authority 17 SECTION 5.2. General Duties 18 SECTION 5.3. Action upon Instruction 18 SECTION 5.4. No Duties Except as Specified in this Agreement or in Instructions 19 SECTION 5.5. No Action Except under Specified Documents or Instructions 19 SECTION 5.6. Restrictions 19 SECTION 5.7. Covenants for Reporting of Repurchase Demands due to Breaches of Representations and Warranties 20 ARTICLE VI. CONCERNING THE OWNER TRUSTEE 20 SECTION 6.1. Acceptance of Company Y 8 Trusts and Duties 20 SECTION 6.2. Furnishing of Documents 22 SECTION 6.3. Representations and Warranties 22 SECTION 6.4. Reliance; Advice of Counsel 23 SECTION 6.5. Not Acting in Individual Capacity 23 SECTION 6.6. Owner Trustee Not Liable for Certificate or Receivables 24 SECTION 6.7. Owner Trustee May Own Notes 24 SECTION 6.8. Payments from Owner Trust Estate 24 SECTION 6.9. Doing Business in Other Jurisdictions 24 SECTION 6.10. FATCA Information 25 SECTION 6.11. Financial Crimes Enforcement Network’s Customer Due Diligence 25 SECTION 6.12. Beneficial Ownership and Control of the Trust 26 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, etcVII. 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 COMPENSATION OF OWNER TRUSTEE 26 SECTION 7.1. Owner Trustee’s Fees and Expenses 16 Section 5.16 Counterparts26 SECTION 7.2. Indemnification 26 SECTION 7.3. Payments to the Owner Trustee 27 SECTION 7.4. Non-recourse Obligations 27 ARTICLE VIII. TERMINATION OF TRUST AGREEMENT 27 SECTION 8.1. Termination of Trust Agreement 27 ARTICLE IX. SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 28 SECTION 9.1. Eligibility Requirements for Owner Trustee 28 SECTION 9.2. Resignation or Removal of Owner Trustee 29 SECTION 9.3. Successor Owner Trustee 29 SECTION 9.4. Merger or Consolidation of Owner Trustee 30 SECTION 9.5. Appointment of Co-Trustee or Separate Trustee 30 ARTICLE X. MISCELLANEOUS 31 SECTION 10.1. Supplements and Amendments 31 SECTION 10.2. No Legal Title to Owner Trust Estate in Certificateholder 32 SECTION 10.3. Limitations on Rights of Others 32 SECTION 10.4. Notices 33 SECTION 10.5. Severability 33 SECTION 10.6. Counterparts and Consent to Do Business Electronically 33 SECTION 10.7. Assignments 33 SECTION 10.8. No Recourse 34 SECTION 10.9. Headings 34 SECTION 10.10. GOVERNING LAW 34 SECTION 10.11. Servicer 34 SECTION 10.12. Nonpetition Covenants 34 SECTION 10.13. Regulation AB 35 SECTION 10.14. Force Majeure 35 ARTICLE XI. APPLICATION OF TRUST FUNDS; Effectiveness 17 EXHIBIT CERTAIN DUTIES 36 SECTION 11.1. Establishment of Trust Accounts 36 SECTION 11.2. Application of Trust Funds 36 SECTION 11.3. Method of Payment 37 EXHIBITS 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 Form of Certificate Exhibit B Form of Certificate of Trust Exhibit C Form of Notice of Repurchase Request This AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 11November 24, 2012 2020, between AFS SENSUB CORP., a Nevada corporation, as depositor (this the “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company YSeller”), and WILMINGTON TRUST COMPANY, a Delaware trust company, as Owner Trustee, amends and restates in its entirety that certain Trust Agreement, dated as of October 14, 2020, between the Person listed on Schedule 1 hereto (Seller and the “Company T Shareholder”)Owner Trustee.

TABLE OF CONTENTS. Page ARTICLE I GENERAL Section 1. Recognition 1 Section 2. No Discrimination 1 Section 3. Association Security 1 Section 4. Association Bulletin Board, Contacts, Meetings and Data 2 Section 5. Release Time 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 6. Hours of Work, Shift, Schedules, and Rest Periods 4 Section 2.1 7. Overtime 4 Section 8. Health And Safety 8 Section 9. Uniforms 8 Section 10. Holidays 9 Section 11. Medical, Dental, Vision, Share the Savings, Cafeteria Benefit Plans, and County Allowance 11 Section 12. Life Insurance 15 Section 13. Educational and Career Incentive Plans 15 Section 14. Call-Back Pay 16 Section 15. Explosive Ordnance Disposal Team 16 Section 16. Meals 16 Section 17. Equal Opportunity 16 Section 18. Court Appearances/Testimony 16 Section 19. Standby Pay 17 Section 20. Additional Compensation 17 Section 21. Notice of Layoffs 18 Section 22. Leaves of Absence 18 Section 23. Vacation Leave 21 Section 24. Sick Leave 24 Section 25. Wages 26 Section 26. Grievances 27 Section 27. Effect of Legally Mandated Changes 30 Section 28. Mileage 30 Section 29. Catastrophic Sick Leave Program 31 Section 30. No Strike - No Lockout 32 Section 31. Savings Clause 32 Section 32. Enactment 32 Section 33. Scope of Agreement 32 Signature Page 33 Appendix A DSA-Represented Classifications 34 Appendix B Training Incentive Award Program 35 Appendix C Domestic Partners 38 Appendix D Employee Discrimination Complaint Procedures 39 Subject Index 43 Sideletters of Agreement Sergeants Working Deputy Overtime Shifts 45 In-Lieu Holiday Discussion 46 Union Access to Vote 5 Section 2.2 Grant New Employee Orientation (AB 119) 47 Minute Order 50 MEMORANDUM OF UNDERSTANDING BETWEEN DEPUTY SHERIFFS' ASSOCIATION OF ALAMEDA COUNTY AND THE COUNTY OF ALAMEDA THIS MEMORANDUM OF UNDERSTANDING (MOU) is entered into by the Director of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties Human Resource Services of the Company T Shareholder 7 Section 3.2 Representations County of Alameda, said political subdivision hereafter designated as "County," and Warranties the Deputy Sheriffs' Association of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers Alameda County, hereafter designated as the “Association," as a recommendation to the Board of Company T Shares 9 Section 4.2 Prohibition on Transfers Supervisors 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 the County of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration Alameda 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 those conditions 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 11employment which are to be in effect during the period June 24, 2012 through June 21, 2025, for those employees working in representation units referred to in Section 1. (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”)Recognition) hereof.

TABLE OF CONTENTS. Page ARTICLE I GENERAL PAGE Article 1 - Purpose 1 Article 2 - Recognition 1 Article 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING - Union Representation 2 Article 4 - Union Security 5 Section 2.1 Article 5 - Probationary Period 6 Article 6 - No Discrimination or Harassment 6 Article 7 - Wages 7 Article 8 - Overtime, Call-In and Stand-By Pay 8 Article 9 - Hours of Work 9 Article 10 - Shift Bonus 10 Article 11 - Change of Shift 10 Article 12 - Designated and Statutory Holidays 10 Article 13 - Vacations 12 Letter of Agreement - Vacation 14 Article 14 - Sick Pay 14 Article 15 - Sick Pay Gratuity 16 Letter of Agreement – Sick Pay Gratuity – Former Metropolitan Housing Authorities 17 Article 16 - Extended Health Care/Dental/Group Life and Long Term Disability Insurance 17 Article 17 - Pensions and Retirement 21 Article 18 - Requests for Transfer within same Classification 22 Article 19 - Job Postings 23 Article 20 - Discipline, Suspension and Discharge 27 Article 21 - Grievance Procedure 28 Article 22 - Arbitration 30 Article 23 - Superior Duties 31 Article 24 - Leave of Absence 32 Article 25 - Transportation 35 Article 26 - Temporary Employee Benefits 35 Article 27 - Service and Seniority 35 Letter of Agreement – Re: Carriage of Seniority 40 Article 28 - Employment Security and Re-Deployment 40 Article 29 - Layoff and Recall 41 Article 30 - Workplace Safety and Insurance Benefits 42 Article 31 - No Strike or Lockout 45 Article 32 - Protective Clothing, Protective Equipment, and Wearing Apparel 45 Article 33 - Legal Expenses 46 Article 34 - Gender Neutrality Pronouns Used 47 Article 35 - Acquainting New Employees 47 Article 36 - Employee Access to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations Personal Department File 47 Article 37 - Rest and Warranties Wash-Up Periods 47 Article 38 - Designates 47 Article 39 - Right to Rescind Resignation 47 Article 40 - Printing of the Company T Shareholder 7 Section 3.2 Representations Collective Agreement 48 Article 41 - Access to Board of Directors and Warranties Budget Information 48 Article 42 - Provision of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers Tools 48 Article 43 - Diversity 48 Article 44 - Health and Safety 49 Article 45 - Return to Work/Rehabilitation Procedure 49 Article 46 - Participation in Elections 51 Article 47 - Prepaid Leave Plan 51 Article 48 - Letters of Company T Shares 9 Section 4.2 Prohibition on Transfers Agreement 51 Article 49 - Absences from Work 51 Article 50 - Term 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 Agreement and Notice to Bargain 51 Letter of Appraisal Agreement - Video Security Surveillance; Global Positioning Systems (GPS) & Automated Vehicle Location Systems (AVL) 51 Letter of Agreement - Language Housekeeping 52 Letter of Agreement - Legislative Changes 52 Letter of Agreement - Employee Assistance Programs 52 Letter of Agreement - Housing 52 Letter of Agreement - Joint Committee for apprenticeship/skilled Trades 53 Letter of Agreement - Eligible Benefits for active employees attaining age 65 53 Letter of Agreement - Eligible Benefits for active employees attaining age 70 55 Letter of Agreement - Protective Clothing 55 Letter of Agreement - Shared Facilities 55 Letter of Agreement - Benefits Monitoring Committee 56 Letter of Agreement - Alternate Dispute Resolutions 56 Letter of Agreement - Hours of Work 56 Letter of Agreement - Cleaners 56 Letter of Agreement - Evening and Dissenters’ Rights 11 Section 4.8 Documentation Weekend Cleaning 58 Letter of Agreement - Emergency Evening/Weekend Repair and Information 11 Section 4.9 Registration Containment 59 Letter 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 - Flexible Staffing/Scheduling Model 60 Letter 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 - Eligibility Lists 63 Letter of 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”).- Building Maintenance Coordinator 66

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined I. DEFINITIONS 1 SECTION 1.1. Capitalized Terms 3 1 SECTION 1.2. Other Definitional Provisions 4 ARTICLE II VOTING II. ORGANIZATION 4 SECTION 2.1. Name 4 SECTION 2.2. Office 4 SECTION 2.3. Purposes and Powers 5 Section 2.1 Agreement SECTION 2.4. Appointment of Owner Trustee 5 SECTION 2.5. Initial Capital Contribution of Trust Estate 6 SECTION 2.6. Declaration of Trust 6 SECTION 2.7. Title to Vote 5 Section 2.2 Grant Trust Property 6 SECTION 2.8. Situs of Proxy Trust 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 SECTION 2.9. Representations and Warranties of the Company T Shareholder Depositor 7 Section 3.2 SECTION 2.10. Covenants of the Certificateholder 8 SECTION 2.11. Federal Income Tax Treatment of the Trust 8 ARTICLE III. CERTIFICATE AND TRANSFER OF INTEREST 9 SECTION 3.1. Initial Ownership 9 SECTION 3.2. The Certificate 9 SECTION 3.3. Authentication of Certificate 9 SECTION 3.4. Registration of Transfer and Exchange of Certificate 10 SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates 11 SECTION 3.6. Persons Deemed Certificateholders 12 SECTION 3.7. Maintenance of Office or Agency 12 SECTION 3.8. Disposition in Whole But Not in Part 12 SECTION 3.9. ERISA Restrictions 12 SECTION 3.10. Appointment of Certificate Paying Agent 12 ARTICLE IV. VOTING RIGHTS AND OTHER ACTIONS 13 SECTION 4.1. Prior Notice to Holder with Respect to Certain Matters 13 SECTION 4.2. Action by Certificateholder with Respect to Certain Matters 14 SECTION 4.3. Restrictions on Certificateholder’s Power 14 SECTION 4.4. [Reserved] 14 SECTION 4.5. Action with Respect to Bankruptcy Action 15 SECTION 4.6. Covenants and Restrictions on Conduct of Business 15 ARTICLE V. AUTHORITY AND DUTIES OF OWNER TRUSTEE 17 SECTION 5.1. General Authority 17 SECTION 5.2. General Duties 17 SECTION 5.3. Action upon Instruction 18 SECTION 5.4. No Duties Except as Specified in this Agreement or in Instructions 19 SECTION 5.5. No Action Except under Specified Documents or Instructions 19 SECTION 5.6. Restrictions 19 SECTION 5.7. Covenants for Reporting of Repurchase Demands due to Breaches of Representations and Warranties 20 ARTICLE VI. CONCERNING THE OWNER TRUSTEE 20 SECTION 6.1. Acceptance of Company Y 8 Trust and Duties 20 SECTION 6.2. Furnishing of Documents 22 SECTION 6.3. Representations and Warranties 22 SECTION 6.4. Reliance; Advice of Counsel 23 SECTION 6.5. Not Acting in Individual Capacity 24 SECTION 6.6. Owner Trustee Not Liable for Certificate or Receivables 24 SECTION 6.7. Owner Trustee May Own Notes 24 SECTION 6.8. Payments from Owner Trust Estate 24 SECTION 6.9. Doing Business in Other Jurisdictions 25 SECTION 6.10. FATCA Information 25 SECTION 6.11. Financial Crimes Enforcement Network’s Customer Due Diligence 25 SECTION 6.12. Beneficial Ownership and Control of the Trust 26 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, etcVII. 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 COMPENSATION OF OWNER TRUSTEE 26 SECTION 7.1. Owner Trustee’s Fees and Expenses 16 Section 5.16 Counterparts26 SECTION 7.2. Indemnification 26 SECTION 7.3. Payments to the Owner Trustee 27 SECTION 7.4. Non-recourse Obligations 27 ARTICLE VIII. TERMINATION OF TRUST AGREEMENT 27 SECTION 8.1. Termination of Trust Agreement 27 ARTICLE IX. SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 28 SECTION 9.1. Eligibility Requirements for Owner Trustee 28 SECTION 9.2. Resignation or Removal of Owner Trustee 29 SECTION 9.3. Successor Owner Trustee 29 SECTION 9.4. Merger or Consolidation of Owner Trustee 30 SECTION 9.5. Appointment of Co-Trustee or Separate Trustee 30 ARTICLE X. MISCELLANEOUS 31 SECTION 10.1. Supplements and Amendments 31 SECTION 10.2. No Legal Title to Owner Trust Estate in Certificateholder 32 SECTION 10.3. Limitations on Rights of Others 33 SECTION 10.4. Notices 33 SECTION 10.5. Severability 33 SECTION 10.6. Counterparts and Consent to Do Business Electronically 33 SECTION 10.7. Assignments 34 SECTION 10.8. No Recourse 34 SECTION 10.9. Headings 34 SECTION 10.10. Force Majeure 34 SECTION 10.11. GOVERNING LAW 34 SECTION 10.12. Servicer 34 SECTION 10.13. Nonpetition Covenants 35 SECTION 10.14. Regulation AB 35 ARTICLE XI. APPLICATION OF TRUST FUNDS; Effectiveness 17 EXHIBIT CERTAIN DUTIES 36 SECTION 11.1. Establishment of Trust Accounts 36 SECTION 11.2. Application of Trust Funds 36 SECTION 11.3. Method of Payment 37 EXHIBITS 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 Form of Certificate Exhibit B Form of Certificate of Trust Exhibit C Form of Notice of Repurchase Request This AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 11October 16, 2012 2024, between AFS SENSUB CORP., a Nevada corporation, as depositor (this the “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company YSeller”), and WILMINGTON TRUST COMPANY, a Delaware trust company, as Owner Trustee, amends and restates in its entirety that certain Trust Agreement, dated as of August 29, 2024, between the Person listed on Schedule 1 hereto Seller and the Owner Trustee (the “Company T ShareholderInitial Trust Agreement”).

TABLE OF CONTENTS. Page ARTICLE I GENERAL page Preamble 1 Article 1: Definitions 1 Article 2: Management Rights 2 Article 3: Union Recognition 2 Article 4: No Discrimination 3 Section 1.1 Defined Terms Article 5: Membership 3 ARTICLE II VOTING 5 Section 2.1 Article 6: Correspondence 4 Article 7: Copies of Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties 4 Article 8: Labour Management Committee 4 Article 9: Resolutions & Reports of the Company T Shareholder 7 Section 3.2 Representations and Warranties Employer 4 Article 10: Grievance Procedure 4 Article 11: Arbitration 8 Article 12: Employee Assessments for Part-Time Academics 8 Article 13: Discipline & Discharge 9 Article 14: Postings & Hirings (Part-Time Academic Work Assignments) 9 Article 15: Postings & Hirings (Teaching Assistants, Markers & Demonstrators) 12 Article 16: Probation, Precedence & Priority 13 Article 17: Hours of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers Work 14 Article 18: Office Space & Facilities 15 Article 19: Health & Safety 16 Article 20: Academic Freedom 16 Article 21: Leaves of Company T Shares 9 Section 4.2 Prohibition on Transfers Absence 16 Article 22: Vacation Pay 17 Article 23: General 17 Article 24: No Strike/Lockout 18 Article 25: Salaries 18 Article 26: Term 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 Agreement 18 Appendix A: Positions Excluded from Bargaining Unit 20 Appendix B: Salaries Part-Time Academics 21 Instructors 22 Teaching Assistants 00 Xxxxxxx & Xxxxxxxxxxxxx 00 Xxxxxxxx X: Teaching Assistant Duties Form 24 Appendix D: Letter of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration Understanding - Problem-Based Learning - College 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 Pharmacy 25 Appendix E: Letter of Understanding - Scholarships 26 Appendix F: Letter of Understanding - Article 14.5 Board/CUPE Collective Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules 27 Appendix G: Letter 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”).Understanding - Process Improvement Committee 28

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 Recitals of the Company T Shareholder 1 Agreements of the Parties 1 ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 101. Definitions 2 Act 2 Affiliate 2 Authenticating Agent 3 Board of Directors 3 Board Resolution 3 Business Day 3 Commission 3 Common Securities 3 Company 3 Company Request, Company Order and Company Consent 4 Corporate Trust Office 4 Debt 4 Declaration of Trust 4 Defaulted Interest 4 Depositary 4 Event of Default 4 Extension Period 4 Fund American Trust 4 Fund American Trust Guarantee 4 Global Security 5 Guarantee 5 Guarantor 5 Guarantor Board of Directors 5 Guarantor's Board Resolution 5 Guarantor Request, Guarantor Order, Guarantor Consent 5 Holder 5 Indenture, this Indenture 5 Interest 6 Interest Payment Date 6 Maturity 6 Officers' Certificate 6 Opinion of Counsel 6 Original Issue Discount Security 6 Outstanding 7 Paying Agent 8 Person 8 Place of Payment 8 Predecessor Securities 8 Preferred Securities 8 Property Trustee 8 Redemption Date 8 Redemption Price 8 Regular Record Date 8 Repayment Date 9 Repayment Price 9 Responsible Officer 8 Security or Securities 9 Security Exchange 9 Security Register 9 Security Registrar 9 Securityholder 9 Senior Indebtedness 9 Special Record Date 10 Stated Maturity 10 Subsidiary 10 Trust Indenture Act or TIA 10 Trustee 10 U.S. Government Obligations 11 Vice President 11 Voting Stock 11 Section 3.2 Representations 102. Compliance Certificates and Warranties Opinions 11 Section 103. Form of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Documents Delivered to Trustee 12 Section 4.1 Prohibition on Transfers 104. Acts of Company T Shares 9 Securityholders 13 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividends105. Notices, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal ., to Trustee, Guarantor 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 Company 14 Section 5.5 Amendment 14 Section 5.6 Extension106. Notices to Securityholders; Waiver 15 Section 5.7 Entire Agreement 107. Conflict with Trust Indenture Act 15 Section 5.8 No Third-Party Beneficiaries 108. Effect of Headings and Table of Contents 15 Section 5.9 Severability 15 Section 5.10 Rules of Construction 15 Section 5.11 Assignment 109. Successors and Assigns 16 Section 5.12 Specific Performance 110. Separability Clause 16 Section 5.13 Company T Shareholder Capacity 111. Benefits of Indenture 16 Section 5.14 No Ownership Interest 112. Governing Law 16 Section 5.15 Costs and Expenses 113. Counterparts 16 Section 5.16 Counterparts; Effectiveness 114. Judgment Currency 16 Section 115. Certain Rights of Holders of Preferred Securities 17 EXHIBIT A JOINDER AGREEMENT ARTICLE TWO SECURITY FORMS Section 201. Forms Generally 17 Section 202. Forms of Securities 18 Section 203. Form of Trustee's Certificate of Authentication 18 Section 204. Securities Issuable in the Form of a Global Security 19 Section 205. Form of Notation of Guarantee 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”).ARTICLE THREE

TABLE OF CONTENTS. Page ARTICLE I PART A CENTRAL TERMS C1.00 Structure and Content of Collective Agreement 1 C2.00 Definitions 1 C3.00 Length of Term/Notice to Bargain/Renewal 2 C4.00 Central Grievance Process 3 C5.00 Vested Retirement Gratuity Voluntary Early Payout Option (not applicable to OTs) 6 C6.00 Benefits 6 C7.00 Sick Leave (only section f and g is applicable to OTs) 8 C8.00 Central Labour Relations Committee 11 C9.00 Ministry/School Board Initiatives 11 C10.00 Diagnostic Assessment 11 C11.00 Statutory Leaves of Absence/SEB 12 C12.00 Class Size/Staffing Levels 14 Appendix A – Retirement Gratuities (not applicable to OTs) 15 Letter of Agreement #1 – Sick Leave 16 Letter of Agreement #2 – Regulation 274 – Hiring Practices 17 Letter of Agreement #3 – Occasional Teacher Ability to Lock the Classroom Door 19 Letter of Agreement #4 – Employment Insurance (E.I.) Rebate 20 Letter of Agreement #5 – Special Education Committee 21 Letter of Agreement #6 – Benefits 22 Letter of Agreement #7 – Status Quo Central Items 33 Letter of Agreement #8 – Status Quo Central Items Requiring Amendment and Incorporation 34 PART B LOCAL TERMS L.A. GENERAL 3 Section 1.1 Defined L.A.1.0 General Purpose of Agreement 36 L.A.2.0 Terms 3 ARTICLE II VOTING 5 Section 2.1 of Agreement to Vote 5 Section 2.2 Grant 36 L.A.3.0 Definition of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations Terms 36 L.A.4.0 Recognition 37 L.A.5.0 Representation 38 L.A.6.0 Grievance Procedure 38 L.A.7.0 Arbitration 40 L.A.8.0 Management Rights 41 L.A.9.0 Strike or Lockout 42 L.A.10.0 Union Dues and Warranties Assessments 42 L.A.11.0 Personnel Files 43 L.A.12.0 Criminal Record Check 44 L.B SALARY L.B.1.0 Short Term Assignments 44 L.B.2.0 Long Term Occasional Teachers 44 L.B.3.0 Retroactive Payment 46 L.B.4.0 Qualifications 46 L.B.5.0 Early Termination 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 ThirdLong Term Assignments 47 L.B.6.0 Call-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”).Out Error 47 L.C BENEFITS L.C.1.0 Insured Employee Benefits 48

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 PAGE SECTION 1. Definitions 2 SECTION 2. Other Definitional and Interpretative Provisions 9 SECTION 3. Issuance of Rights and Right Certificates 9 SECTION 4. Form of Right Certificates 10 SECTION 5. Registration; Transfer and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates 12 SECTION 6. Exercise of Rights 12 SECTION 7. Cancellation and Destruction of Right Certificates 14 SECTION 8. Reservation and Availability of Capital Stock 15 SECTION 9. Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights 16 SECTION 10. Certificate of Adjusted Purchase Price or Number of Shares 19 SECTION 11. Fractional Rights and Fractional Shares 20 SECTION 12. Certain Legal and Regulatory Matters 21 SECTION 13. Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties Right Holders 21 SECTION 14. Right Certificate Holder Not Deemed a Shareholder 22 SECTION 15. Appointment of Rights Agent 22 SECTION 16. Merger or Consolidation or Change of Name of Rights Agent 22 SECTION 17. Duties of the Company T Shareholder 7 Section 3.2 Representations Rights Agent 23 SECTION 18. Change of Rights Agent 25 SECTION 19. Redemption 26 SECTION 20. Exchange 26 SECTION 21. Notice of Proposed Actions and Warranties Certain Other Matters 28 SECTION 22. Notices 28 SECTION 23. Supplements and Amendments 29 SECTION 24. Successors 30 SECTION 25. Determinations and Actions by the Board, etc 30 SECTION 26. Benefits 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, etcThis Rights Plan 30 SECTION 27. 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 Severability 30 SECTION 28. 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 30 SECTION 29. Counterparts; Effectiveness 17 EXHIBIT 30 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, Form of Certificate of Designation of Preferred Stock Exhibit B Summary of Terms Exhibit C Form of Right Certificate SHAREHOLDER RIGHTS PLAN RIGHTS PLAN (this “Rights Plan”) dated as of March 11December 8, 2012 2010, between Sterling Financial Corporation, a Washington corporation (this the “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company YCompany”), and the Person listed on Schedule 1 hereto American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Company T ShareholderRights Agent”).

TABLE OF CONTENTS. Page ARTICLE Article I GENERAL DEFINITIONS AND INCORPORATION BY REFERENCE 2 Section 1.1 Definitions 2 Section 1.2 Incorporation by Reference of Trust Indenture Act 2 Section 1.3 Rules of Construction 2 Article II THE NOTES 3 Section 1.1 Defined Terms 2.1 Form 3 ARTICLE II VOTING Section 2.2 Execution, Authentication and Delivery 4 Section 2.3 Temporary Notes 5 Section 2.1 Agreement to Vote 2.4 Tax Treatment 5 Section 2.2 Grant 2.5 Registration; Registration of Proxy Transfer and Exchange 6 ARTICLE III REPRESENTATIONS AND WARRANTIES Section 2.6 Mutilated, Destroyed, Lost or Stolen Notes 7 Section 2.7 Persons Deemed Owners 8 Section 2.8 Payments 8 Section 2.9 Cancellation 13 Section 2.10 Release of Collateral 14 Section 2.11 Book-Entry Notes 14 Section 2.12 Notices to Clearing Agency 15 Section 2.13 Definitive Notes 15 Section 2.14 Authenticating Agents 15 Section 2.15 Retained Notes 16 Article III COVENANTS 20 Section 3.1 Payment of Principal and Interest; Determination of SOFR; Benchmark Replacement 20 Section 3.2 Maintenance of Office or Agency 22 Section 3.3 Money for Payments To Be Held in Trust 22 Section 3.4 Existence 23 Section 3.5 Protection of Trust Estate 24 Section 3.6 Opinions as to Trust Estate 24 Section 3.7 Performance of Obligations; Servicing of Receivables 25 Section 3.8 Negative Covenants 27 Section 3.9 Annual Statement as to Compliance 28 Section 3.10 Issuer May Consolidate, etc., Only on Certain Terms 28 Section 3.11 Successor or Transferee 30 Section 3.12 No Other Business 30 Section 3.13 No Borrowing 30 Section 3.14 Servicer’s Obligations 30 Section 3.15 Guarantees, Loans, Advances and Other Liabilities 30 Section 3.16 Capital Expenditures 31 Section 3.17 Restricted Payments 31 Section 3.18 Notice of Events of Default 31 Section 3.19 Removal of Administrator 31 Section 3.20 Further Instruments and Acts 31 Section 3.21 Sales Finance Company Licenses 31 Section 3.22 Representations and Warranties by the Issuer to the Indenture Trustee 31 Article IV SATISFACTION AND DISCHARGE 32 Section 4.1 Satisfaction and Discharge of Indenture 32 Section 4.2 Satisfaction, Discharge and Defeasance 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 Notes 33 Section 4.3 Additional Shares 10 Application of Trust Money 34 Section 4.4 Share DividendsRepayment of Monies Held by Paying Agent 34 Article V REMEDIES 34 Section 5.1 Events of Default 34 Section 5.2 Acceleration of Maturity; Rescission and Annulment 35 Section 5.3 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee 36 Section 5.4 Remedies; Priorities 38 Section 5.5 Optional Preservation of the Receivables 41 Section 5.6 Limitation of Suits 42 Section 5.7 Unconditional Rights of Noteholders to Receive Principal and Interest 42 Section 5.8 Restoration of Rights and Remedies 43 Section 5.9 Rights and Remedies Cumulative 43 Section 5.10 Delay or Omission Not a Waiver 43 Section 5.11 Control by Noteholders of the Controlling Class 43 Section 5.12 Waiver of Past Defaults 44 Section 5.13 Undertaking for Costs 44 Section 5.14 Waiver of Stay or Extension Laws 44 Section 5.15 Action on Notes 45 Section 5.16 Performance and Enforcement of Certain Obligations 45 Article VI THE INDENTURE TRUSTEE 46 Section 6.1 Duties of Indenture Trustee 46 Section 6.2 Rights of Indenture Trustee 48 Section 6.3 Individual Rights of Indenture Trustee 49 Section 6.4 Indenture Trustee’s Disclaimer 49 Section 6.5 Notice of Defaults 49 Section 6.6 Reports by Indenture Trustee to Holders 49 Section 6.7 Compensation and Indemnity 50 Section 6.8 Replacement of Indenture Trustee 50 Section 6.9 Successor Indenture Trustee by Xxxxxx 51 Section 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee 52 Section 6.11 Eligibility; Disqualification 53 Section 6.12 Preferential Collection of Claims Against Issuer 54 Section 6.13 Communications Regarding Demands to Purchase Receivables 54 Article VII NOTEHOLDERS’ LISTS AND REPORTS; ASSET REPRESENTATIONS REVIEW 54 Section 7.1 Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders 54 Section 7.2 Preservation of Information; Communications to Noteholders 54 Section 7.3 Reports by Issuer 55 Section 7.4 Reports by Indenture Trustee 55 Section 7.5 Noteholder Communications 55 Section 7.6 Asset Representations Review 56 Article VIII ACCOUNTS, DISBURSEMENTS AND RELEASES 57 Section 8.1 Collection of Money 57 Section 8.2 Trust Accounts 58 Section 8.3 General Provisions Regarding Accounts 58 Section 8.4 Release of Trust Estate 59 Section 8.5 Opinion of Counsel 60 Article IX SUPPLEMENTAL INDENTURES 60 Section 9.1 Supplemental Indentures Without Consent of Noteholders 60 Section 9.2 Supplemental Indentures with Consent of Noteholders 61 Section 9.3 Execution of Supplemental Indentures 63 Section 9.4 Effect of Supplemental Indenture 63 Section 9.5 Conformity with Trust Indenture Act 63 Section 9.6 Reference in Notes to Supplemental Indentures 63 Article X REDEMPTION OF NOTES 63 Section 10.1 Redemption 63 Section 10.2 Form of Redemption Notice 64 Section 10.3 Notes Payable on Redemption Date 64 Article XI MISCELLANEOUS 65 Section 11.1 Compliance Certificates and Opinions, etc 65 Section 11.2 Form of Documents Delivered to Indenture Trustee 66 Section 11.3 Acts of Noteholders 67 Section 11.4 Notices, etc. 10 ., to Indenture Trustee, Issuer and Rating Agencies 68 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 11.5 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extensionto Noteholders; Waiver 15 69 Section 5.7 Entire Agreement 15 11.6 Alternate Payment and Notice Provisions 69 Section 5.8 11.7 Conflict with Trust Indenture Act 69 Section 11.8 Effect of Headings and Table of Contents 70 Section 11.9 Successors and Assigns 70 Section 11.10 Severability 70 Section 11.11 Benefits of Indenture 70 Section 11.12 Legal Holiday 70 Section 11.13 GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF RIGHT TO JURY TRIAL 70 Section 11.14 Counterparts and Electronic Signature 71 Section 11.15 Recording of Indenture 71 Section 11.16 Trust Obligation 71 Section 11.17 No Petition 72 Section 11.18 Inspection 72 Section 11.19 Third-Party Beneficiaries 15 72 Section 5.9 Severability 15 11.20 Limitation on Recourse to CarMax Funding 72 Section 5.10 Rules 11.21 Legal Fees Associated with Indemnification 73 Section 11.22 Limitation of Construction 15 Liability of the Owner Trustee 73 Section 5.11 Assignment 16 11.23 PATRIOT Act 73 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 11.24 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 AGREEMENT73 APPENDICES APPENDIX A Additional Representations and Warranties EXHIBITS EXHIBIT A-1 Form of Class A-1 Note EXHIBIT A-2a Form of Class A-2a Note EXHIBIT A-2b Form of Class A-2b Note EXHIBIT A-3 Form of Class A-3 Note EXHIBIT A-4 Form of Class A-4 Note EXHIBIT B Form of Class B Note EXHIBIT C Form of Class C Note EXHIBIT D Form of Class D Note EXHIBIT E Form of Opinion of Counsel EXHIBIT F Form of Transferor Certificate EXHIBIT G Form of Investment Letter INDENTURE, dated as of March 11July 1, 2012 2023 (as amended, supplemented or otherwise modified and in effect from time to time, this “AgreementIndenture”), by and among Youku Inc.between CARMAX AUTO OWNER TRUST 2023-3, an exempted company with limited liability incorporated under a Delaware statutory trust (the laws of the Cayman Islands (“Company YIssuer”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (in such capacity, the Person listed on Schedule 1 hereto “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the holders of the Issuer’s 5.631% Class A-1 Asset-backed Notes (the “Company T ShareholderClass A-1 Notes”), 5.72% Class A-2a Asset-backed Notes (the “Class A-2a Notes”), Class A-2b Floating Rate Asset-backed Notes (the “Class A-2b Notes” and together with the Class A-2a Notes, the “Class A-2 Notes”), 5.28% Class A-3 Asset-backed Notes (the “Class A-3 Notes”), 5.26% Class A-4 Asset-backed Notes (the “Class A-4 Notes” and, collectively with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”), 5.47% Class B Asset-backed Notes (the “Class B Notes”), 5.61% Class C Asset-backed Notes (the “Class C Notes”) and 6.44% Class D Asset-backed Notes (the “Class D Notes” and, collectively with the Class A Notes, the Class B Notes and the Class C Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuer’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising (i) the Receivables; (ii) all amounts received on or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Issuer in such Financed Vehicles; (iv) all proceeds from claims on or refunds of premiums with respect to any physical damage, theft, GAP, credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the Collection Account, the Note Payment Account and the Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the foregoing and all proceeds thereof; (vii) all rights of the Depositor under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (viii) all rights of the Issuer under the Sale and Servicing Agreement, including the right to require the Servicer to purchase Receivables from the Issuer; (ix) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (x) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Xxxxx, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

TABLE OF CONTENTS. Page ARTICLE I GENERAL Article 1 1 1.1 General 1 1.2 Scope of Coverage 1 Article 2 2 2.1 Automatic Reinsurance 2 2.3 Facultative Reinsurance 2 Article 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 3.1 Automatic Submissions 3 3.2 Facultative Submissions 3 Article 4 4 4.1 Commencement of Automatic Reinsurance Liability 4 4.2 Commencement of Facultative Reinsurance Liability 4 4.3 Conditional Receipt or Temporary Insurance Agreement Liability 4 Article 5 Section 2.1 5 5.1 Premium Accounting 5 5.2 Currency 5 5.3 Non-Payment of Premiums 5 Article 6 6 6.1 Right of Offset 6 Article 7 7 7.1 Conversions 7 7.2 Policy Changes 7 7.3 Reductions 8 7.4 Lapses 8 7.5 Reinstatements 9 7.6 Reinsurance Limits 9 Article 8 10 8.1 Retention Limit Change 10 8.2 Recapture 10 8.3 Alternative Recapture Arrangement 11 8.4 Waiver of Premium Claims 11 Article 9 12 9.1 Claims Notice and Consultation 12 9.2 Claims Payment 12 9.3 Claims Practices 13 9.4 Contested Claims 13 9.5 Claims Expenses 14 9.6 Extra Contractual Obligations 14 9.7 Misstatement of Age or Sex 14 196474US-08 ml 20070727 (ODB#I02020US-08) Article 10 15 10.1 Errors and Omissions in Administration of Reinsurance 15 10.2 Dispute Resolution 15 10.3 Arbitration 15 10.4 Expedited Dispute Resolution Process 17 Article 11 18 11.1 Insolvency 18 Article 12 20 12.1 DAC Tax Election 20 12.2 Taxes and Expenses 20 Article 13 21 13.1 Entire Agreement to Vote 5 Section 2.2 Grant 21 13.2 Inspection of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Records 21 13.3 Utmost Good Faith 21 13.4 Confidentiality 21 Article 14 23 14.1 Representations and Warranties 23 Article 15 24 15.1 Business Continuity 24 Article 16 25 16.1 Duration 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 Agreement 25 16.2 Severability 25 16.3 Construction 25 16.4 Credit for Reinsurance 25 16.5 Non-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 25 16.6 Retrocession 25 16.7 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 26 16.8 Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT 26 16.9 Medical Information Bureau 26 16.10 Notice 26 16.11 Counterparts 26 Execution Exhibits 27 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 Business 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”).X-0 Xxxxxxxx Xxxxxxxxxx X-0 Facultative Submissions B Reinsurance Application B-1 Fac Easy Application C General Terms

TABLE OF CONTENTS. Page ARTICLE I GENERAL Parties to the Agreement 1 Purpose 1 Meet and Confer 1 Article 1 – Recognition 1 Article 2 – Ratification of Agreement 1 Article 3 Section 1.1 Defined Terms – Term 2 Article 4 – Renegotiation 2 Article 5 – Salary 3 ARTICLE II VOTING Article 6 – Flexible Benefits Plan 4 Article 7 – Retirement Benefits 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant Article 8 – Bereavement Leave 9 Article 9 – Mileage and Travel Reimbursement 9 Article 10 – Management Rights 10 Article 11 – DCAA Communications 11 Article 12 – Professional Education 11 Article 13 – Review of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations Performance and Warranties Discretionary Merit Increases 12 Article 14 – Grievance Procedure 13 Article 15 – Employment Termination Meeting 14 Article 16 – Inspection of Employee Personnel File 15 Article 17 – DCAA Matters 15 Article 18 – Agency Shop 16 Article 19 – Employee Rights 18 Article 20 – Savings Clause 19 Article 21 – Holidays 19 Article 22 – Direct Deposit 20 Article 23 – Transportation 20 Article 24 – Recognition of City Policies 20 Article 25 – Jury Duty Scheduling 20 Article 26 – Notice of Termination 21 Article 27 – Employee Representation 21 Article 28 – Fingerprinting 21 Article 29 – Copies of the Company T Shareholder 7 Section 3.2 Representations Agreement 21 Article 30 – Long Term Disability 21 Appendix A – Salary Table 22 Appendix B – Memorandum of Agreement and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS Addendum 1 re: New Pension Plan 23 SUBJECT INDEX Agency Shop – (Article 18) 16 Bereavement Leave – (Article 8) 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 Copies of the Cayman Islands Agreement – (“Company Y”)Article 29) 21 DCAA Communications – (Article 11) 11 DCAA Matters – (Article 17) 15 Direct Deposit – (Article 22) 20 Employee Representation – (Article 27) 21 Employee Rights – (Article 19) 18 Employment Termination Meeting – (Article 15) 14 Fingerprinting – (Article 28) 21 Flexible Benefits Plan – (Article 6) 4 Grievance Procedure – (Article 14) 13 Holidays – (Article 21) 19 Inspection of Employee Personnel File – (Article 16) 15 Jury Duty Scheduling – (Article 25) 20 Long Term Disability – (Article 30) 21 Management Rights – (Article 10) 10 Meet & Confer 1 Mileage and Travel Reimbursement – (Article 9) 9 Notice of Termination – (Article 26) 21 Parties to the Agreement 1 Pension Plan for New Hires on or after July 1, and the Person listed on Schedule 2009 – (Appendix B) 23 Professional Education – (Article 12) 11 Purpose 1 hereto Ratification of Agreement – (the “Company T Shareholder”).Article 2) 1 Recognition – (Article 1) 1 Recognition of City Policies – (Article 24) 20 Renegotiation – (Article 4) 2

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined I. DEFINITIONS 1 SECTION 1.1. Capitalized Terms 1 SECTION 1.2. Other Definitional Provisions 3 ARTICLE II VOTING II. ORGANIZATION 4 SECTION 2.1. Name 4 SECTION 2.2. Office 4 SECTION 2.3. Purposes and Powers 4 SECTION 2.4. Appointment of Owner Trustee 5 Section 2.1 Agreement SECTION 2.5. Initial Capital Contribution of Trust Estate 5 SECTION 2.6. Declaration of Trust 6 SECTION 2.7. Title to Vote 5 Section 2.2 Grant Trust Property 6 SECTION 2.8. Situs of Proxy Trust 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 SECTION 2.9. Representations and Warranties of the Company T Shareholder 7 Section 3.2 Depositor 6 SECTION 2.10. Covenants of the Certificateholder 8 SECTION 2.11. Federal Income Tax Treatment of the Trust 8 ARTICLE III. CERTIFICATE AND TRANSFER OF INTEREST 9 SECTION 3.1. Initial Ownership 9 SECTION 3.2. The Certificate 9 SECTION 3.3. Authentication of Certificate 9 SECTION 3.4. Registration of Transfer and Exchange of Certificate 10 SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates 11 SECTION 3.6. Persons Deemed Certificateholders 11 SECTION 3.7. Maintenance of Office or Agency 12 SECTION 3.8. Disposition in Whole But Not in Part 12 SECTION 3.9. ERISA Restrictions 12 SECTION 3.10. Appointment of Certificate Paying Agent 12 ARTICLE IV. VOTING RIGHTS AND OTHER ACTIONS 13 SECTION 4.1. Prior Notice to Holder with Respect to Certain Matters 13 SECTION 4.2. Action by Certificateholder with Respect to Certain Matters 14 SECTION 4.3. Restrictions on Certificateholder’s Power 14 SECTION 4.4. [Reserved] 14 SECTION 4.5. Action with Respect to Bankruptcy Action 14 SECTION 4.6. Covenants and Restrictions on Conduct of Business 15 ARTICLE V. AUTHORITY AND DUTIES OF OWNER TRUSTEE 17 SECTION 5.1. General Authority 17 SECTION 5.2. General Duties 17 SECTION 5.3. Action upon Instruction 18 SECTION 5.4. No Duties Except as Specified in this Agreement or in Instructions 19 SECTION 5.5. No Action Except under Specified Documents or Instructions 19 SECTION 5.6. Restrictions 19 SECTION 5.7. Covenants for Reporting of Repurchase Demands due to Breaches of Representations and Warranties 19 ARTICLE VI. CONCERNING THE OWNER TRUSTEE 20 SECTION 6.1. Acceptance of Company Y 8 Trusts and Duties 20 SECTION 6.2. Furnishing of Documents 22 SECTION 6.3. Representations and Warranties 22 SECTION 6.4. Reliance; Advice of Counsel 23 SECTION 6.5. Not Acting in Individual Capacity 23 SECTION 6.6. Owner Trustee Not Liable for Certificate or Receivables 23 SECTION 6.7. Owner Trustee May Own Notes 24 SECTION 6.8. Payments from Owner Trust Estate 24 SECTION 6.9. Doing Business in Other Jurisdictions 24 SECTION 6.10. FATCA Information 25 SECTION 6.11. Financial Crimes Enforcement Network’s Customer Due Diligence 25 SECTION 6.12. Beneficial Ownership and Control of the Trust 26 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, etcVII. 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 COMPENSATION OF OWNER TRUSTEE 26 SECTION 7.1. Owner Trustee’s Fees and Expenses 16 Section 5.16 Counterparts26 SECTION 7.2. Indemnification 26 SECTION 7.3. Payments to the Owner Trustee 27 SECTION 7.4. Non-recourse Obligations 27 ARTICLE VIII. TERMINATION OF TRUST AGREEMENT 27 SECTION 8.1. Termination of Trust Agreement 27 ARTICLE IX. SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 28 SECTION 9.1. Eligibility Requirements for Owner Trustee 28 SECTION 9.2. Resignation or Removal of Owner Trustee 28 SECTION 9.3. Successor Owner Trustee 29 SECTION 9.4. Merger or Consolidation of Owner Trustee 30 SECTION 9.5. Appointment of Co-Trustee or Separate Trustee 30 ARTICLE X. MISCELLANEOUS 31 SECTION 10.1. Supplements and Amendments 31 SECTION 10.2. No Legal Title to Owner Trust Estate in Certificateholder 32 SECTION 10.3. Limitations on Rights of Others 32 SECTION 10.4. Notices 33 SECTION 10.5. Severability 33 SECTION 10.6. Separate Counterparts 33 SECTION 10.7. Assignments 33 SECTION 10.8. No Recourse 33 SECTION 10.9. Headings 34 SECTION 10.10. GOVERNING LAW 34 SECTION 10.11. Servicer 34 SECTION 10.12. Nonpetition Covenants 34 SECTION 10.13. Regulation AB 35 ARTICLE XI. APPLICATION OF TRUST FUNDS; Effectiveness 17 EXHIBIT CERTAIN DUTIES 35 SECTION 11.1. Establishment of Trust Accounts 35 SECTION 11.2. Application of Trust Funds 36 SECTION 11.3. Method of Payment 37 EXHIBITS 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 Form of Certificate Exhibit B Form of Certificate of Trust Exhibit C Form of Notice of Repurchase Request This AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 11, 2012 2020, between AFS SENSUB CORP., a Nevada corporation, as depositor (this the “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company YSeller”), and WILMINGTON TRUST COMPANY, a Delaware trust company, as Owner Trustee, amends and restates in its entirety that certain Trust Agreement, dated as of January 16, 2020, between the Person listed on Schedule 1 hereto (Seller and the “Company T Shareholder”)Owner Trustee.

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 1. Certain Definitions 1 Section 2.1 Agreement to Vote 5 2. Appointment of Rights Agent 6 Section 2.2 Grant 3. Issue of Proxy Right Certificates 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations 4. Form of Right Certificates 8 Section 5. Countersignature and Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS Registration 9 Section 4.1 Prohibition on Transfers 6. Transfer, Split Up, Combination and Exchange of Company T Shares 9 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Section 4.3 Additional Shares Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates 10 Section 4.4 Share Dividends7. Exercise of Rights, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver Purchase Price; Expiration Date of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation 8. Cancellation and Information 11 Section 4.9 Registration Destruction of ADS 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS Right Certificates 12 Section 5.1 Interpretation 9. Availability of Preferred Shares 12 Section 5.2 Termination 13 10. Preferred Shares Record Date 14 Section 5.3 11. Adjustment of Purchase Price, Number and Kind of Shares and Number of Rights 14 Section 12. Certificate of Adjusted Purchase Price or Number of Shares 22 Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power 23 Section 14. Fractional Rights and Fractional Shares 27 Section 15. Rights of Action 28 Section 16. Agreement of Right Holders 28 Section 17. Right Certificate Holder Not Deemed a Stockholder 29 Section 18. Concerning the Rights Agent 29 Section 19. Merger or Consolidation or Change of Name of Rights Agent 30 Section 21. Change of Rights Agent 32 Section 22. Issuance of New Right Certificates 33 Section 23. Redemption 34 Section 24. Exchange 35 Section 25. Notice of Certain Events 36 Section 26. Notices 37 Section 27. Supplements and Amendments 37 Section 28. Successors 38 Section 29. Benefits of this Agreement 38 Section 30. Determinations and Actions by the Board of Directors 38 Section 31. Severability 39 Section 32. Governing Law and Venue 13 39 Section 5.4 Notices 14 33. Counterparts 39 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 34. Descriptive Headings 39 RIGHTS 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 AGREEMENTRights Agreement, dated as of March 11June 22, 2012 2007 (this “Agreement”), by and among Youku between Dor BioPharma, Inc., an exempted company with limited liability incorporated under a Delaware corporation (the laws of the Cayman Islands (“Company YCompany”), and the Person listed on Schedule 1 hereto American Stock Transfer & Trust Company, as Rights Agent (the “Company T ShareholderRights Agent”).. The Board of Directors of the Company has authorized and declared a dividend of one preferred share purchase right (a “Right”) for each share of Common Stock (as hereinafter defined) of the Company outstanding as of the Close of Business (as defined below) on July 2, 2007 (the “Record Date”), each Right representing the right to purchase one one-thousandth (1/1000) of a Preferred Share, as hereinafter defined (subject to adjustment as provided herein), upon the terms and subject to the conditions herein set forth, and has further authorized and directed the issuance of one Right (subject to adjustment as provided herein) with respect to each share of Common Stock that shall become outstanding between the Record Date and the earlier of the Distribution Date and the Expiration Date (as such terms are hereinafter defined); provided, however, that Rights may be issued with respect to shares of Common Stock that shall become outstanding after the Distribution Date and prior to the Expiration Date in accordance with Section 22. Accordingly, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

TABLE OF CONTENTS. Page ARTICLE PAGE I GENERAL Scope and Purpose 1 II Union Recognition 4 III Management Functions 6 V No Discrimination 10 VI Union Membership, Security, Facilities and Information 13 VII No Strike/Lockout 16 VIII Grievance Procedure 17 IX Discipline, Suspension and Discharge 25 X Hours of Work 28 XI Postings and Appointments 33 XII Probation 40 XIII Performance Evaluations 40 XIV Wages 42 XV Office Space and Facilities 42 XVI Health and Safety 43 XVII Leaves of Absence 46 XVIII Vacations and Holidays 51 XIX Benefits 52 XX Seniority 53 XXI Academic Freedom 54 XXII Technological Change 55 XXIII Duration 56 WAGES Schedule A: 58 Schedule B: 58 TABLE OF CONTENTS (Continued) Appendix ‘A’ Policy on Aids 59 Appendix ‘B’ Definition of Sexual and Gender Harassment 60 Appendix ‘C’ Job Posting - Unit 1 61 Appendix ‘D’ Application Form 62 Appendix ‘E’ Offer Of Appointment - Unit 1 63 Appendix ‘F’ Assignment of Work Agreement 64 Letter of Understanding # 1 - Guelph/Humber Work Assignments 65 Letter of Understanding # 2 - Clause 15.02 (Work Facilities & Classification) 66 Letter of Understanding # 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant - Level of Proxy Funding Commitment 67 Letter of Understanding # 4 - Provisions of Article XX 00 Xxxxxx xx Xxxxxxxxxxxxx # 0 - Student Stipend 69 Letter of Understanding # 6 ARTICLE III REPRESENTATIONS AND WARRANTIES - Grievance Procedure 70 Letter of Understanding # 7 Section 3.1 Representations - UTAs and Warranties GTAs 71 Letter of Understanding # 8 - International Day of Mourning 73 Letter of Understanding # 9 - Online Posting and Application Process 74 Statement on Quality of Education 76 COLLECTIVE AGREEMENT ENTERED INTO in the City of Guelph in the Province of Ontario as of the Company T Shareholder 7 Section 3.2 Representations and Warranties 29th day 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 DividendsNovember, etc2008. 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 BETWEEN: THE UNIVERSITY 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 GUELPH (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 (hereinafter called the “Company T ShareholderUniversity”).) THE CANADIAN UNION OF PUBLIC EMPLOYEES AND ITS LOCAL 3913 (UNIT #1) (hereinafter called the “Union”) Expires the 31st day of August, 2009

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 THE OFFER 2 Section 1.1 Defined Terms 3 The Offer 2 Section 1.2 Company Actions 4 Section 1.3 Top-Up Option 6 Section 1.4 Stockholder Meeting 7 Section 1.5 Offer Documents; Schedule 13E-3; Schedule 14D9; Proxy Statement 8 Section 1.6 Transfer of Five Star Note to Parent or Purchaser; Conversion of Five Star Note. 8 ARTICLE II VOTING 5 THE MERGER 9 Section 2.1 Agreement to Vote 5 The Merger 9 Section 2.2 Grant Closing 9 Section 2.3 Effective Time 9 Section 2.4 Effects of Proxy 6 the Merger 9 Section 2.5 Certificate of Incorporation and By-laws of the Surviving Corporation 9 Section 2.6 Directors and Officers of the Surviving Corporation 9 Section 2.7 Conversion of Securities 10 Section 2.8 Exchange of Certificates 10 Section 2.9 Appraisal Rights 13 Section 2.10 Company Equity Awards 13 Section 2.11 Rule 16b-3 14 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 OF THE COMPANY 14 Section 3.1 Representations Organization, Standing and Warranties of the Company T Shareholder 7 Corporate Power 14 Section 3.2 Representations Capitalization 15 Section 3.3 Authority; Noncontravention; Voting Requirements 16 Section 3.4 Governmental Approvals 18 Section 3.5 Company SEC Documents; Undisclosed Liabilities 18 Section 3.6 Absence of Certain Changes or Events 20 Section 3.7 Legal Proceedings 20 Section 3.8 Compliance With Laws; Permits 20 Section 3.9 Information Supplied 21 Section 3.10 Tax Matters 22 Section 3.11 Opinion of Financial Advisor 22 Section 3.12 Brokers and Warranties of Company Y 8 Other Advisors 22 Section 3.13 State Takeover Statutes 23 ARTICLE IV OTHER COVENANTS 9 REPRESENTATIONS AND WARRANTIES OF PURCHASER 23 Section 4.1 Prohibition on Transfers of Company T Shares 9 Organization 23 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Authority; Noncontravention 23 Section 4.3 Additional Shares 10 Government Approvals 24 Section 4.4 Share Dividends, etc. 10 Information Supplied 25 Section 4.5 No Solicitation 10 Ownership and Operations of Purchaser 25 Section 4.6 No Inconsistent Agreements 10 Financing 25 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Legal Proceedings 25 Section 4.8 Documentation and Material Non-Public 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”).26

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 DEFINITIONS AND INCORPORATION BY REFERENCE 2 Section 1.1 Defined Terms 3 Definitions 2 Section 1.2 Incorporation by Reference of Trust Indenture Act 2 Section 1.3 Rules of Construction 2 ARTICLE II VOTING THE NOTES 4 Section 2.1 Form 4 Section 2.2 Execution, Authentication and Delivery 4 Section 2.3 Temporary Notes 5 Section 2.1 Agreement to Vote 2.4 Tax Treatment 5 Section 2.2 Grant 2.5 Registration; Registration of Proxy Transfer and Exchange 6 Section 2.6 Mutilated, Destroyed, Lost or Stolen Notes 7 Section 2.7 Persons Deemed Owners 8 Section 2.8 Payments 8 Section 2.9 Cancellation 13 Section 2.10 Release of Collateral 14 Section 2.11 Book-Entry Notes 14 Section 2.12 Notices to Clearing Agency 15 Section 2.13 Definitive Notes 15 Section 2.14 Authenticating Agents 15 Section 2.15 Retained Notes 16 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 COVENANTS 20 Section 3.1 Payment of Principal and Interest; Determination of SOFR; Benchmark Replacement 20 Section 3.2 Maintenance of Office or Agency 22 Section 3.3 Money for Payments To Be Held in Trust 22 Section 3.4 Existence 23 Section 3.5 Protection of Trust Estate 24 Section 3.6 Opinions as to Trust Estate 24 Section 3.7 Performance of Obligations; Servicing of Receivables 25 Section 3.8 Negative Covenants 27 Section 3.9 Annual Statement as to Compliance 28 Section 3.10 Issuer May Consolidate, etc., Only on Certain Terms 28 Section 3.11 Successor or Transferee 30 Section 3.12 No Other Business 30 Section 3.13 No Borrowing 30 Section 3.14 Servicer’s Obligations 30 Section 3.15 Guarantees, Loans, Advances and Other Liabilities 30 Section 3.16 Capital Expenditures 31 Section 3.17 Restricted Payments 31 Section 3.18 Notice of Events of Default 31 Section 3.19 Removal of Administrator 31 Section 3.20 Further Instruments and Acts 31 Section 3.21 Sales Finance Company Licenses 31 Section 3.22 Representations and Warranties by the Issuer to the Indenture Trustee 31 ARTICLE IV SATISFACTION AND DISCHARGE 32 Section 4.1 Satisfaction and Discharge of Indenture 32 Section 4.2 Satisfaction, Discharge and Defeasance 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 Notes 32 Section 4.3 Additional Shares 10 Application of Trust Money 34 Section 4.4 Share DividendsRepayment of Monies Held by Paying Agent 34 ARTICLE V REMEDIES 34 Section 5.1 Events of Default 34 Section 5.2 Acceleration of Maturity; Rescission and Annulment 35 Section 5.3 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee 36 Section 5.4 Remedies; Priorities 38 Section 5.5 Optional Preservation of the Receivables 41 Section 5.6 Limitation of Suits 42 Section 5.7 Unconditional Rights of Noteholders to Receive Principal and Interest 42 Section 5.8 Restoration of Rights and Remedies 43 Section 5.9 Rights and Remedies Cumulative 43 Section 5.10 Delay or Omission Not a Waiver 43 Section 5.11 Control by Noteholders of the Controlling Class 43 Section 5.12 Waiver of Past Defaults 44 Section 5.13 Undertaking for Costs 44 Section 5.14 Waiver of Stay or Extension Laws 44 Section 5.15 Action on Notes 45 Section 5.16 Performance and Enforcement of Certain Obligations 45 ARTICLE VI THE INDENTURE TRUSTEE 46 Section 6.1 Duties of Indenture Trustee 46 Section 6.2 Rights of Indenture Trustee 48 Section 6.3 Individual Rights of Indenture Trustee 49 Section 6.4 Indenture Trustee’s Disclaimer 49 Section 6.5 Notice of Defaults 49 Section 6.6 Reports by Indenture Trustee to Holders 49 Section 6.7 Compensation and Indemnity 50 Section 6.8 Replacement of Indenture Trustee 50 Section 6.9 Successor Indenture Trustee by Xxxxxx 51 Section 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee 52 Section 6.11 Eligibility; Disqualification 53 Section 6.12 Preferential Collection of Claims Against Issuer 54 Section 6.13 Communications Regarding Demands to Purchase Receivables 54 ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS; ASSET REPRESENTATIONS REVIEW 54 Section 7.1 Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders 54 Section 7.2 Preservation of Information; Communications to Noteholders 54 Section 7.3 Reports by Issuer 55 Section 7.4 Reports by Indenture Trustee 55 Section 7.5 Noteholder Communications 55 Section 7.6 Asset Representations Review 56 ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES 57 Section 8.1 Collection of Money 57 Section 8.2 Trust Accounts 58 Section 8.3 General Provisions Regarding Accounts 58 Section 8.4 Release of Trust Estate 59 Section 8.5 Opinion of Counsel 60 ARTICLE IX SUPPLEMENTAL INDENTURES 60 Section 9.1 Supplemental Indentures Without Consent of Noteholders 60 Section 9.2 Supplemental Indentures with Consent of Noteholders 61 Section 9.3 Execution of Supplemental Indentures 63 Section 9.4 Effect of Supplemental Indenture 63 Section 9.5 Conformity with Trust Indenture Act 63 Section 9.6 Reference in Notes to Supplemental Indentures 63 ARTICLE X REDEMPTION OF NOTES 63 Section 10.1 Redemption 63 Section 10.2 Form of Redemption Notice 64 Section 10.3 Notes Payable on Redemption Date 64 ARTICLE XI MISCELLANEOUS 65 Section 11.1 Compliance Certificates and Opinions, etc. 10 65 Section 4.5 No Solicitation 10 11.2 Form of Documents Delivered to Indenture Trustee 66 Section 4.6 No Inconsistent Agreements 10 11.3 Acts of Noteholders 67 Section 4.7 Waiver of Appraisal 11.4 Notices, etc., to Indenture Trustee, Issuer and Dissenters’ Rights 11 Rating Agencies 68 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 11.5 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extensionto Noteholders; Waiver 15 69 Section 5.7 Entire Agreement 15 11.6 Alternate Payment and Notice Provisions 69 Section 5.8 11.7 Conflict with Trust Indenture Act 69 Section 11.8 Effect of Headings and Table of Contents 70 Section 11.9 Successors and Assigns 70 Section 11.10 Severability 70 Section 11.11 Benefits of Indenture 70 Section 11.12 Legal Holiday 70 Section 11.13 GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF RIGHT TO JURY TRIAL 70 Section 11.14 Counterparts and Electronic Signature 71 Section 11.15 Recording of Indenture 71 Section 11.16 Trust Obligation 71 Section 11.17 No Petition 72 Section 11.18 Inspection 72 Section 11.19 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”).72

TABLE OF CONTENTS. Page Section 6.10 ERISA Matters 93 Section 6.11 Environmental Matters 93 Section 6.12 Other Information 94 ARTICLE I GENERAL 3 VII AFFIRMATIVE COVENANTS 94 Section 1.1 Defined Terms 3 7.1 Preservation of Corporate Existence, Etc 95 Section 7.2 Compliance with Laws, Etc 95 Section 7.3 [Intentionally Omitted] 95 Section 7.4 Payment of Taxes, Etc 95 Section 7.5 Maintenance of Insurance 95 Section 7.6 Access 95 Section 7.7 Keeping of Books 96 Section 7.8 Maintenance of Properties, Etc 96 Section 7.9 Application of Proceeds 96 Section 7.10 Environmental 96 Section 7.11 Additional Collateral and Guaranties 96 Section 7.12 Regulatory Consents 98 Section 7.13 Control Accounts, Approved Deposit Accounts 98 Section 7.14 Real Property 99 Section 7.15 Interest Rate Contracts 100 Section 7.16 Ratings 100 Section 7.17 Post-Effectiveness Matters 100 ARTICLE II VOTING 5 VIII NEGATIVE COVENANTS 100 Section 2.1 Agreement 8.1 Indebtedness 100 Section 8.2 Liens, Etc 102 Section 8.3 Investments 103 Section 8.4 Sale of Assets 104 Section 8.5 Restricted Payments 105 Section 8.6 Prepayment and Cancellation of Indebtedness 105 Section 8.7 Restriction on Fundamental Changes; Permitted Acquisitions; Restricted Subsidiaries 106 Section 8.8 Change in Nature of Business 106 Section 8.9 Transactions with Affiliates 107 Section 8.10 Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge; Restricted Subsidiaries 107 TABLE OF CONTENTS Page Section 8.11 Modification of Constituent Documents 108 Section 8.12 Modification of Related Documents 108 Section 8.13 Accounting Changes; Fiscal Year 108 Section 8.14 Margin Regulations 108 Section 8.15 Sale/Leasebacks 108 Section 8.16 No Speculative Transactions 108 Section 8.17 Compliance with ERISA 109 Section 8.18 Environmental 109 Section 8.19 Patriot Act 109 ARTICLE IX EVENTS OF DEFAULT 109 Section 9.1 Events of Default 109 Section 9.2 Remedies 111 Section 9.3 Actions in Respect of Letters of Credit 111 Section 9.4 Regulatory Approvals 112 Section 9.5 Rescission 112 ARTICLE X THE ADMINISTRATIVE AGENT 112 Section 10.1 Authorization and Action 112 Section 10.2 Reliance by Agents, Etc 114 Section 10.3 Posting of Approved Electronic Communications 114 Section 10.4 The Agents Individually 115 Section 10.5 Lender Credit Decision 115 Section 10.6 Indemnification 116 Section 10.7 Successor Agents 116 Section 10.8 Concerning the Collateral and the Collateral Documents 117 Section 10.9 Actions by the Collateral Agent 118 Section 10.10 Collateral Matters Relating to Vote 5 Related Obligations 119 ARTICLE XI MISCELLANEOUS 119 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 11.1 Amendments, Waivers, Etc 119 Section 3.1 Representations 11.2 Assignments and Warranties of the Company T Shareholder 7 Participations 122 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 11.3 Costs and Expenses 16 126 Section 5.16 Counterparts11.4 Indemnities 127 Section 11.5 Limitation of Liability 129 Section 11.6 Right of Set-off 129 Section 11.7 Sharing of Payments, Etc 130 TABLE OF CONTENTS Page Section 11.8 Notices, Etc 130 Section 11.9 No Waiver; Remedies 132 Section 11.10 Binding Effect 132 Section 11.11 Governing Law 133 Section 11.12 Submission to Jurisdiction; Service of Process 133 Section 11.13 Waiver of Jury Trial 133 Section 11.14 Marshaling; Payments Set Aside 133 Section 11.15 Section Titles 134 Section 11.16 Execution in Counterparts 134 Section 11.17 Entire Agreement 134 Section 11.18 Confidentiality 134 Section 11.19 PATRIOT Act Notification 135 Schedules Schedule I – Commitments Schedule II – Applicable Lending Offices and Addresses for Notices Schedule 2.4 Existing Letters of Credit Schedule 4.2(a) – Consents Schedule 4.2(b) – Regulatory Consents Schedule 4.3 – Ownership of Subsidiaries Schedule 4.15 – Labor Matters Schedule 4.16 – List of Plans Schedule 4.17 – Environmental Matters Schedule 4.19 – Real Property Schedule 4.20 – Regulatory Schedules Schedule 7.17 – Post-Effectiveness 17 EXHIBIT Matters Schedule 8.1 – Existing Indebtedness Schedule 8.1(d) – Capital Leases Schedule 8.2 – Existing Liens Schedule 8.3 – Existing Investments Schedule 8.10(b) – Restricted Subsidiaries Exhibits Exhibit A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS – Form of Assignment and Acceptance Exhibit B-1 – Form of Revolving Credit Note Exhibit B-2 – Form of Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 A Loan Note Exhibit B-3 – Form of Term B Loan Note Exhibit C – Form of Notice of Borrowing Exhibit D – Form of Swing Loan Request Exhibit E – Form of Letter of Credit Request Exhibit F – Form of Notice of Conversion or Continuation Exhibit G – Form of Guaranty Exhibit H – Form of Pledge and Security 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 Exhibit I Auction Procedures CREDIT AGREEMENT, dated as of March 11October 15, 2012 2010 among KNOLOGY, INC., a Delaware corporation (this the “AgreementBorrower”), by the Lenders (as defined below), the Issuers (as defined below), CREDIT SUISSE AG, acting through one or more of its branches, as administrative agent for the Lenders and among Youku Inc.the Issuers (in such capacity, an exempted company together with limited liability incorporated its successors and assigns, the “Administrative Agent”) and as agent for the Secured Parties (as defined below) under the laws of Collateral Documents (as defined below) (in such capacity, the Cayman Islands (“Company YCollateral Agent”), SunTrust Xxxxxxxx Xxxxxxxx, Inc., as syndication agent for the Term A Loan Facility (as defined below) (in such capacity, together with its successors and the Person listed on Schedule 1 hereto (assigns, the “Company T ShareholderTerm A Syndication Agent”), CoBank, ACB, as syndication agent for the Term B Loan Facility (as defined below) (in such capacity, together with its successors and assigns, the “Term B Syndication Agent”) and as syndication agent for the Revolving Credit Facility (as defined below) (in such capacity, together with its successors and assigns, the “Revolver Syndication Agent”, and together with the Term A Syndication and Term B Syndication Agent, each a “Syndication Agent”, and collectively, the “Syndication Agents”) and Bank of America, N.A., RBC Capital Markets, and Xxxxxxx Xxxxx Bank, FSB, as co-documentation agents (in such capacities, together with their respective successors and assigns, each a “Co-Documentation Agent”, and collectively, the “Co-Documentation Agents”).

TABLE OF CONTENTS. Page ARTICLE I SECTION A - GENERAL Article A1. Purpose of Agreement 1 Article A2. Application, Duration and Amendments 1 Article A3. Interpretation and Definitions 1 Article A4. Recognition 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING Article A5. Administrative Authority 4 Article A6. Information 4 Article A7. Correspondence. 5 Section 2.1 Agreement Article A8. Negotiations 5 Article A9. General Grievance Procedure 6 Article A10. Mediation 7 Article A11. Interest Arbitration 8 Article A12. Rights Arbitration 9 Article A13. Responsibility for the Continuance of Operations 9 Article A14. Committee Structures and Purposes 10 Article A15. Savings Clause 12 Article A16. Discrimination. 12 Article A17. Election of Payment Modality 12 Article A18. Shadow Billing. 13 Article A19. Protection for Military Physicians 13 Article A20. Practice Transition and Succession Planning 13 Article A21. Physician Xxxxxxxxx 00 XXXXXXX X - SALARIED PHYSICIANS Article B1. Application of Sections A, C & D to Vote 5 Section 2.2 Grant Salaried Physicians 15 Article B2. Job Descriptions 15 Article B3. Grievance Procedure - Salaried Physicians 16 Article B4. Hours of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations Work 17 Article B5. Workers’ Compensation 18 Article B6. Sick Leave 18 Article B7. Special Leave 19 Article B8. Vacations. 20 Article B9. Statutory Holidays 22 Article B10. Maternity/Paternity/Parental Leave 22 Article B11. Travel 24 Article B12. Loss of Personal Effects. 24 Article B13. Retirement 24 Article B14. Liability 25 Article B15. Continuing Medical Education (CME) 26 Article B16. Salaries 28 Article B17. Pension and Warranties Benefit Coverage 31 Article B18. Compensation for Uninsured Services/Third Party Xxxxxxxx 31 Article B19. On-Call Duty (Salaried Specialists Only) 32 Article B20. Discipline 32 SECTION C - OTHER PHYSICIAN SERVICES Article C1. Tariff of Fees 33 Article C2. Emergency Department Services 33 Article C3. On-Call Services 36 Article C4. Contract for Services. 41 Article C5. Blended Payment 42 Article C6. Long Term Care 44 Article C7. Visiting Specialists 46 Article C8. Chief and Deputy Chief Health Officers 47 Article C9. Honoraria 48 Article C10. Fee-for-Service Outside Alternate Payment Hours 48 Article C11. Partial Payment for Physicians Outside the Company T Shareholder 7 Section 3.2 Representations Complement 49 Article C12. International Classification of Diseases Coding (ICD) 50 Article C13. Collaborative Family Practice Incentive Program 50 Article C14. Hospitalist Services 51 SECTION D - NON-CLINICAL PROGRAM FUNDING Article D1. Physician Retention Program 55 Article D2. CMPA Assistance 56 Article D3. CME (Non-salaried Physicians) 58 Article D4. Physician Health 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, etcWellness 58 Article D5. 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”).Maternity/Parental Benefits Program 59

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 RECITALS 1 Contract Documents 1 Subcontract Price 1 Scope of Proxy 6 ARTICLE III REPRESENTATIONS Work 1 TERMS 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 CONDITIONS 4 Article 1 - Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules 4 Article 2 - Owners Representative 4 Article 3 – Investigation and Representations by Subcontractor 4 Article 4 – Submittals, O & M’S’s and Warranty Information 4 Article 5 - Payment Procedures and Conditions 5 Article 6 - Time and Schedule 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 Work 6 Article 7 - Delays & Impacts 7 Article 8 - Contractors Right to Do Subcontractors Work 8 Article 9 - Inspection, Testing and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4Correction of Work 8 Article 10 - Changes 8 Article 11 - Safety 9 Article 12 - Termination 9 Article 13 - Liens, 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”)Stop Notices, and Third Party Payment Claims 11 Article 14 - Dispute Resolution 11 Article 15 - Indemnity 11 Article 16 - Insurance 12 Article 17 - Protection of Work and Risk of Loss 13 Article 18 - Clean-Up and Use of Site 13 Article 19 - Superintendent/Foreperson 14 Article 20 - Warranty and Correction Period 14 Article 21 - Assignment 14 Article 22 - Prevailing Wage Requirements 14 Article 23 - Surety Bonds 15 Article 24 - Claim Certification & False Claims Liability 15 Article 25 - Taxes 16 Article 26 - Insolvency of Subcontractor 16 Article 27 - Record Drawings 16 Article 28 - Severability 16 Article 29 - Waivers 16 Article 30 - Notices 16 Article 31 - Limitations Period 16 Article 32 - Personal Guaranty by the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Undersigned Officers, Directors, Shareholders and/or Members of Subcontractor 17

TABLE OF CONTENTS. (Continued) Page Section 5.5 Access to Information; Confidentiality 50 Section 5.6 Plan of Reorganization 50 Section 5.7 Public Announcements 50 Section 5.8 Expenses 51 Section 5.9 Takeover Statutes 51 Section 5.10 Tax Matters 51 Section 5.11 Acquisition Proposals 52 Section 5.12 Surviving Corporation Charter and By-Laws 53 Section 5.13 Continuing Employee Matters 53 Section 5.14 Guarantees 54 Section 5.15 Stub Period Financial Statements 54 Section 5.16 iTouchpoint Escrow 54 ARTICLE I GENERAL 3 VI CONDITIONS 54 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 6.1 Conditions to Each Party’s Obligation to Effect the Merger 54 Section 2.1 Agreement 6.2 Conditions to Vote 5 Obligation of the Parent and Merger Sub 55 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties 6.3 Conditions to Obligation of the Company T Shareholder 7 56 ARTICLE VII TERMINATION 57 Section 3.2 7.1 Termination 57 Section 7.2 Effect of Termination 58 ARTICLE VIII SURVIVAL; INDEMNIFICATION 59 Section 8.1 Survival 59 Section 8.2 Obligation of the Company Holders to Indemnify 59 Section 8.3 Matters Pertaining to Indemnification by the Company Holders 60 Section 8.4 Obligation of Parent to Indemnify 61 Section 8.5 Matters Pertaining to Indemnification by Parent 61 Section 8.6 Procedure for Indemnification 62 Section 8.7 Tax Indemnification 64 Section 8.8 Sole and Exclusive Remedy 65 Section 8.9 Miscellaneous 65 ARTICLE IX MISCELLANEOUS 65 Section 9.1 Certain Definitions 65 Section 9.2 Exclusive Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 74 Section 4.1 Prohibition on Transfers of Company T Shares 9 9.3 Counterparts 74 Section 4.2 Prohibition on Transfers of Company Y Shares 9 9.4 GOVERNING LAW 74 Section 4.3 Additional Shares 10 9.5 Consent to Jurisdiction 74 Section 4.4 Share Dividends, etc. 10 9.6 Representative 74 Section 4.5 No Solicitation 10 9.7 Notices 76 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 9.8 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 76 (this “Agreement”iii), 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”).

TABLE OF CONTENTS. Page ARTICLE PAGE I GENERAL Scope and Purpose 1 II Union Recognition 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING III Management Functions 4 IV Union Representation 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 V No Discrimination 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 DividendsVI Union Membership, 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 Security, Facilities and Information 11 Section 4.9 Registration VII No Strike/Lockout 14 VIII Grievance Procedure 15 IX Discipline, Suspension and Discharge 23 X Assignment of ADS Work 26 XI Postings and Appointments 28 XII Course Cancellation 34 XIII Performance Evaluations 35 XIV Wages 37 XV Office Space and Facilities 39 XVI Health and Safety 40 XVII Leaves of Absence 43 XVIII Vacations and Holidays 48 XIX Benefits 48 XX Seniority 51 XXI Academic Freedom 53 XXII Technological Change 55 XXIII Duration 55 WAGES Schedule ‘A’: Sessional Lecturers 57 Schedule ‘B’: 57 Schedule ‘C’: Music Instructors 58 Appendix ‘A’ Policy on AIDS 59 Appendix ‘B’ Definition of Sexual and Gender Harassment 60 Appendix ‘C’ Sessional Lecturer Job Posting Criteria 61 Appendix ‘D’ General Application Form Criteria For Sessional Lecturers 62 Appendix ‘E’ Sessional Lecturer Letter of Appointment 63 Appendix ‘F’ Professional Development Reimbursement 64 Appendix ‘G’ Sessional Lecturer Study/ Development Fellowships 65 Letter of Understanding #1 - Pro-rating 68 Letter Of Understanding #2 - Sessional Appointments and Student Stipends 69 Letter of Understanding #3 - Right of First Refusal 70 Letter of Understanding #4 - Campus Resources 73 Letter of Understanding #5 - Employment Insurance 74 Letter of Understanding #6 - Application for Positions 75 Letter of Understanding #7 - International Day of Mourning 76 Letter of Understanding # 8 - Archiving of Job Postings 77 Letter of Understanding #9 - Workload for Sessionals 78 Letter of Understanding #10 - Joint Committee on Workload 79 Letter of Understanding #11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS - Reading Course Work Assignments 80 TABLE OF CONTENTS (Continued) Letter of Understanding #12 Section 5.1 Interpretation 12 Section 5.2 Termination - Student Evaluations 82 Letter of Understanding #13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices - Severence Pay 83 Letter of Understanding #14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver - Supplemental Payment for Preparatory Work for Sessionals 84 Letter of Understanding #15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules - Pension Contributions 85 Letter of Construction 15 Section 5.11 Assignment Understanding #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 - Early Retirement Subsidy 87 Letter of Understanding #17 EXHIBIT A JOINDER - Modifications to Benefits Levels 88 Statement on Quality of Education 89 COLLECTIVE 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 ENTERED INTO in the City of Guelph in the Province of Ontario as of the 23rd day of March 11, 2012 2011. BETWEEN: THE UNIVERSITY OF GUELPH (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under hereinafter called the laws ‘University’) THE CANADIAN UNION OF PUBLIC EMPLOYEES AND ITS LOCAL 3913 (UNIT # 2) (hereinafter called the ‘Union’) Expires the 31st day of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”)August 2013.

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 DEFINITIONS; INTERPRETATION 2 Section 1.1 Defined Terms 3 1.01 Definitions 2 Section 1.02 Interpretation 11 ARTICLE II VOTING 5 THE MERGER 12 Section 2.1 Agreement to Vote 5 2.01 The Merger 12 Section 2.2 Grant 2.02 Bank Merger 12 Section 2.03 Effects of Proxy 6 the Merger 12 Section 2.04 Constituent Documents 12 Section 2.05 Directors and Executive Officers 13 Section 2.06 Merger Consideration 13 Section 2.07 Anti-Dilutive Adjustment 15 Section 2.08 Dissenting Shares 15 Section 2.09 Rights as Shareholders; Stock Transfers 16 Section 2.10 Exchange Procedures 16 Section 2.11 Rights of Certificate Holders after the Effective Time 17 Section 2.12 Modification of Structure 18 ARTICLE III THE CLOSING AND THE CLOSING DATE 18 Section 3.01 Effective Time; Time and Place of the Closing and Closing Date 18 Section 3.02 Actions to be Taken at the Closing by BFST 19 Section 3.03 Actions to be Taken at the Closing by TCBI 19 Section 3.04 Additional Actions 20 ARTICLE IV REPRESENTATIONS AND WARRANTIES 7 OF BFST 20 Section 3.1 Representations 4.01 Organization and Warranties Qualification 21 Section 4.02 Capitalization 21 Section 4.03 Execution and Delivery; No Violation 21 Section 4.04 BFST Financial Statements 22 Section 4.05 Compliance with Laws and Regulatory Filings 23 Section 4.06 SEC Reports 25 Section 4.07 Consents and Approvals 25 Section 4.08 Absence of the Company T Shareholder 7 Certain Changes or Events 25 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 4.09 Proceedings 25 Section 4.10 Further Assurances 11 Undisclosed Liabilities 26 Section 4.11 BFST Contracts 26 Section 4.12 Taxes and Tax Returns 26 Section 4.13 Loans and Related Matters 27 Section 4.14 Employee Relationships 28 Section 4.15 Regulatory Matters 29 Section 4.16 Employee Benefit Plans 29 Section 4.17 Brokers 30 Section 4.18 Proprietary Rights 30 Section 4.19 Representations Not Misleading 30 ARTICLE V MISCELLANEOUS 12 REPRESENTATIONS AND WARRANTIES OF TCBI 31 Section 5.1 Interpretation 12 5.01 Organization and Qualification 31 Section 5.2 Termination 13 5.02 Capitalization 32 Section 5.3 Governing Law 5.03 Execution and Venue 13 Delivery; No Violation 33 Section 5.4 Notices 14 5.04 Compliance with Laws and Regulatory Filings 34 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”).5.05 TCBI Financial Statements 35

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 PURCHASE AND SALE 1 Section 1.1 Defined Terms 3 Purchase and Sale 1 Section 1.2 Transaction Consideration 5 Section 1.3 Closing Date 5 Section 1.4 Closing Date Payment and Deliveries 5 Section 1.5 Tax Withholding 8 Section 1.6 Required Consents 8 Section 1.7 Allocation of Transaction Consideration 8 ARTICLE II VOTING 5 REPRESENTATIONS AND WARRANTIES OF HALCYON 9 Section 2.1 Agreement to Vote 5 Organization; Authorization and Enforceability 9 Section 2.2 Grant Conflicts; Consents of Proxy 6 Third Parties 9 Section 2.3 Ownership 10 Section 2.4 Broker Fees 10 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 OF THE COMPANY AND HALCYON 10 Section 3.1 Company Organization and Related Matters 10 Section 3.2 Capitalization 11 Section 3.3 Conflicts; Consents of Third Parties 11 Section 3.4 Financial Statements 11 Section 3.5 No Undisclosed Liabilities 12 Section 3.6 Absence of Certain Developments 12 Section 3.7 Taxes 12 Section 3.8 Real Property 13 Section 3.9 Tangible Personal Property; Title; Sufficiency of Assets 14 Section 3.10 Intellectual Property 15 Section 3.11 Contracts 18 Section 3.12 Employee Benefits. 18 Section 3.13 Labor 20 Section 3.14 Litigation 20 Section 3.15 Compliance with Laws; Permits 20 Section 3.16 Environmental Matters 21 Section 3.17 Insurance 21 Section 3.18 Receivables; Payables 21 Section 3.19 Products and Services 22 Section 3.20 Customers and Suppliers 23 Section 3.21 Related Party Transactions 23 Section 3.22 Brokers Fees 24 Section 3.23 Absence of Certain Business Practices 24 Section 3.24 Books and Records 24 Section 3.25 Bank Accounts; Powers of Attorney 24 Section 3.26 No Misrepresentation 24 Section 3.27 Names 24 Section 3.28 Not a Foreign Person 25 i Section 3.29 Investor Status 25 Section 3.30 No Other Representations 26 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER 26 Section 4.1 Organization 26 Section 4.2 Authorization and Enforceability 26 Section 4.3 Conflicts; Consent of Third Parties 26 Section 4.4 Brokers Fees 27 Section 4.5 No Proceedings 27 Section 4.6 Issuance of Purchaser Shares 27 Section 4.7 No Insolvency 27 Section 4.8 No Other Representations 27 ARTICLE V COVENANTS 27 Section 5.1 Conduct of Business by the Company Pending the Closing 27 Section 5.2 Access to Information 30 Section 5.3 Notification of Certain Matters 30 Section 5.4 Further Action; Commercially Reasonable Efforts 30 Section 5.5 Names and Logos 31 Section 5.6 Mail; Payments; Receivables 31 Section 5.7 Public Announcements; Confidentiality 31 Section 5.8 Exclusivity 32 Section 5.9 Non-Competition; Non-Solicitation 32 Section 5.10 Payment of Indebtedness, Seller Transaction Expenses, Change of Control Payments, and Excluded Liabilities 34 Section 5.11 Employee and Employee Benefits 34 Section 5.12 Pre-Closing Funding 35 ARTICLE VI CONDITIONS TO OBLIGATIONS OF THE PARTIES 36 Section 6.1 Conditions to the Obligations of Each Party 36 Section 6.2 Conditions to the Obligations of Purchaser 36 Section 6.3 Conditions to the Obligations of Seller Parties 37 ARTICLE VII TERMINATION, AMENDMENT AND WAIVER 37 Section 7.1 Termination 37 Section 7.2 Effect of Termination 38 ARTICLE VIII INDEMNIFICATION 38 Section 8.1 Indemnity Obligations of the Company and Halcyon 38 Section 8.2 Indemnity Obligations of Halcyon Members 39 Section 8.3 Indemnity Obligations of Purchaser 40 Section 8.4 Indemnification Procedures 40 Section 8.5 Expiration of Representations and Warranties 42 Section 8.6 Certain Limitations 42 Section 8.7 Additional Security for Indemnification Payments to Purchaser Indemnitees 43 Section 8.8 Treatment of the Company T Shareholder 7 Indemnification Payments 43 Section 3.2 Representations and Warranties of Company Y 8 8.9 Right to Indemnification Not Affected by Knowledge or Waiver 44 Section 8.10 Sole Remedy 44 ARTICLE IV OTHER COVENANTS 9 IX MISCELLANEOUS 44 Section 4.1 Prohibition on Transfers of Company T Shares 9 9.1 Certain Definitions 44 Section 4.2 Prohibition on Transfers of Company Y Shares 9 9.2 Expenses 51 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 9.3 Governing Law 51 Section 9.4 Entire Agreement; Amendments and Venue 13 Waivers 51 Section 5.4 9.5 Section Headings 52 Section 9.6 Notices 14 52 Section 5.5 Amendment 14 9.7 Severability 53 Section 5.6 Extension9.8 Binding Effect; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Assignment; Third-Party Beneficiaries 15 53 Section 5.9 Severability 15 9.9 Counterparts 53 Section 5.10 Rules of 9.10 Remedies Cumulative 54 Section 9.11 Exhibits and Schedules 54 Section 9.12 Interpretation 54 Section 9.13 Arm’s Length Negotiations 54 Section 9.14 Construction 15 55 Section 5.11 Assignment 16 Section 5.12 9.15 Specific Performance 16 55 Section 5.13 Company T Shareholder Capacity 16 9.16 Waiver of Jury Trial 55 Section 5.14 No Ownership Interest 16 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER 9.17 Time of Essence 55 Exhibit A: Form of Acquisition Note Exhibit B: Form of Bixx xf Sale Exhibit C: Form of Non-Compete Agreement Exhibit D: Form of Services Agreement with Halcyon Exhibit E: Form of Amendment to Purchaser's Articles of Incorporation ASSET PURCHASE 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 THIS ASSET PURCHASE AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), dated as of January 8, 2017, is by and among Youku Smart Server, Inc., an exempted company with a Nevada corporation (“Purchaser”), NextGen Dealer Solutions, LLC, a Delaware limited liability incorporated under company (the laws of the Cayman Islands (“Company YCompany”), and the Person listed on Schedule 1 hereto Halcyon Consulting, LLC, a Maryland limited liability company (“Halcyon”). The Company and Halcyon are sometimes referred to herein collectively as the “Company T ShareholderSeller Parties” and each as a “Seller Party”). Seller Parties and Purchaser are sometimes referred to herein collectively as the “Parties” and each individually as a “Party.” The members of Halcyon (“Halcyon Members”) are executing this Agreement for the limited purposes stated herein. Halcyon and the Halcyon Members are sometimes referred to herein collectively as the “Halcyon Parties” and each as a “Halcyon Party”.

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 1. Certain Definitions 1 Section 2.1 Agreement to Vote 5 2. Appointment of Rights Agent 4 Section 2.2 Grant 3. Issue of Proxy Rights Certificates 4 Section 4. Form of Rights Certificates 6 ARTICLE III REPRESENTATIONS AND WARRANTIES Section 5. Countersignature and Registration 7 Section 3.1 Representations 6. Transfer, Split Up, Combination and Warranties Exchange of the Company T Shareholder Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates 7 Section 3.2 Representations 7. Exercise of Rights; Purchase Price; Expiration Date of Rights 8 Section 8. Cancellation and Warranties Destruction 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 Rights Certificate 10 Section 4.4 Share Dividends, etc9. Reservation and Availability Of Capital Stock 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 10. Preferred Stock Record Date 12 Section 5.1 Interpretation 11. Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights 12 Section 5.2 12. Certificate of Adjusted Purchase Price or Number of Shares 19 Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earnings Power 20 Section 14. Fractional Rights and Fractional Shares 22 Section 15. Rights of Action 23 Section 16. Agreement of Rights Holders 23 Section 17. Rights Certificate Holder Not Deemed a Shareholder 24 Section 18. Concerning the Rights Agent 24 Section 19. Merger or Consolidation or Change of Name of Rights Agent 25 Section 20. Duties of Rights Agent 25 Section 21. Change of Rights Agent 27 Section 22. Issuance of New Rights Certificates 28 Section 23. Redemption and Termination 13 28 Section 5.3 24. Notice of Certain Events 29 Section 25. Notices 31 Section 26. Supplements and Amendments 31 Section 27. Successors 32 Section 28. Determinations and Actions by the Board Of Directors, Etc 32 Section 29. Benefits of this Agreement 32 Section 30. Severability 32 Section 31. Governing Law and Venue 13 32 Section 5.4 Notices 14 32. Counterparts 33 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 33. Descriptive Headings 33 RIGHTS 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 RIGHTS AGREEMENT, dated as of March 11December 19, 2012 2005 (this “the "Agreement”"), by and among Youku between Forgent Networks, Inc., an exempted company with limited liability incorporated under a Delaware corporation (the laws of the Cayman Islands (“Company Y”"Company"), and the Person listed on Schedule 1 hereto American Stock Transfer & Trust Company, a New York corporation (the “"Rights Agent"). On December 15, 2005 (the "Rights Dividend Declaration Date"), the Board of Directors of the Company T Shareholder”authorized and declared a dividend distribution of one Right (as hereinafter defined) for each share of common stock, par value $.01 per share, of the Company (the "Common Stock") outstanding at the close of business on December 31, 2005 (the "Record Date")., and has authorized the issuance of one Right (as such number may hereinafter be adjusted pursuant to the provisions of SECTION 11(p) hereof) for each share of Common Stock of the Company issued between the Record Date (whether originally issued or delivered from the Company's treasury) and the Distribution Date (as hereinafter defined), each Right initially representing the right to purchase one one-thousandth of a share of Series A Preferred Stock of the Company having the rights, powers and preferences set forth in the form of Certificate of Designations for Series A Preferred Stock attached hereto as Exhibit A, upon the terms and subject to the conditions hereinafter set forth (singularly, a "Right," collectively "Rights"). In consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement SECTION 5.5. No Action Except under Specified Documents or Instructions 19 SECTION 5.6. Restrictions 19 SECTION 5.7. Covenants for Reporting of Repurchase Demands due to Vote 5 Section 2.2 Grant Breaches of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties 20 ARTICLE VI. CONCERNING THE OWNER TRUSTEE 20 SECTION 6.1. Acceptance of the Company T Shareholder 7 Section 3.2 Trust and Duties 20 SECTION 6.2. Furnishing of Documents 22 SECTION 6.3. Representations and Warranties 22 SECTION 6.4. Reliance; Advice of Company Y 8 Counsel 23 SECTION 6.5. Not Acting in Individual Capacity 24 SECTION 6.6. Owner Trustee Not Liable for Certificate or Receivables 24 SECTION 6.7. Owner Trustee May Own Notes 24 SECTION 6.8. Payments from Owner Trust Estate 24 SECTION 6.9. Doing Business in Other Jurisdictions 25 SECTION 6.10. FATCA Information 25 SECTION 6.11. Financial Crimes Enforcement Network’s Customer Due Diligence 25 SECTION 6.12. Beneficial Ownership and Control of the Trust 26 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, etcVII. 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 COMPENSATION OF OWNER TRUSTEE 26 SECTION 7.1. Owner Trustee’s Fees and Expenses 16 Section 5.16 Counterparts26 SECTION 7.2. Indemnification 26 SECTION 7.3. Payments to the Owner Trustee 27 SECTION 7.4. Non-recourse Obligations 27 ARTICLE VIII. TERMINATION OF TRUST AGREEMENT 27 SECTION 8.1. Termination of Trust Agreement 27 ARTICLE IX. SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 28 SECTION 9.1. Eligibility Requirements for Owner Trustee 28 SECTION 9.2. Resignation or Removal of Owner Trustee 29 SECTION 9.3. Successor Owner Trustee 29 SECTION 9.4. Merger or Consolidation of Owner Trustee 30 SECTION 9.5. Appointment of Co-Trustee or Separate Trustee 30 ARTICLE X. MISCELLANEOUS 31 SECTION 10.1. Supplements and Amendments 31 SECTION 10.2. No Legal Title to Owner Trust Estate in Certificateholder 32 SECTION 10.3. Limitations on Rights of Others 33 SECTION 10.4. Notices 33 SECTION 10.5. Severability 33 Table of Contents SECTION 10.6. Counterparts and Consent to Do Business Electronically 33 SECTION 10.7. Assignments 34 SECTION 10.8. No Recourse 34 SECTION 10.9. Headings 34 SECTION 10.10. Force Majeure 34 SECTION 10.11. GOVERNING LAW 34 SECTION 10.12. Servicer 34 SECTION 10.13. Nonpetition Covenants 35 SECTION 10.14. Regulation AB 35 ARTICLE XI. APPLICATION OF TRUST FUNDS; Effectiveness 17 EXHIBIT CERTAIN DUTIES 36 SECTION 11.1. Establishment of Trust Accounts 36 SECTION 11.2. Application of Trust Funds 36 SECTION 11.3. Method of Payment 37 EXHIBITS 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 Form of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws Certificate Exhibit B Form of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Certificate of Trust Exhibit C Form of Notice of Repurchase Request

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 SECTION PAGE 1. Certain Definitions 2 2. Appointment of Rights Agent 8 3. Issue of Right Certificates 8 4. Form of Right Certificates 10 5. Countersignature and Registration 12 6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates 12 7. Exercise of Rights; Exercise Price; Expiration Date of Rights 13 8. Cancellation and Destruction of Right Certificates 16 9. Reservation and Availability of Preferred Stock 16 10. Preferred Stock Record Date 18 11. Adjustment of Exercise Price, Number and Kind of Shares or Number of Rights 18 12. Certificate of Adjusted Exercise Price or Number of Shares 29 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power 29 14. Fractional Rights and Fractional Shares 32 15. Rights of Action 33 16. Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations Right Holders 33 17. Right Certificate Holder Not Deemed a Shaxxxxxxxx 00 00. Concerning the Rights Agent 35 19. Merger or Consolidation or Change of Name of Rights Agent 35 20. Duties of Rights Agent 36 21. Change of Rights Agent 38 22. Issuance of New Right Certificates 39 23. Redemption 40 24. Exchange 41 25. Notice of Certain Events 43 26. Notices 44 27. Supplements and Warranties Amendments 45 28. Successors 45 29. Determinations and Actions by the Board of the Company T Shareholder 7 Section 3.2 Representations and Warranties Directors 46 30. Benefits 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, etcthis Agreement 46 31. 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 Severability 46 32. 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 47 33. Counterparts 47 34. Descriptive Headings 47 Exhibit A - Certificate 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 Designation of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws A1 Series B Junior Participating Cumulative Preferred Stock Exhibit B - Form of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Right Certificate B1

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 DEFINITIONS AND INCORPORATION BY REFERENCE 2 Section 1.1 Defined Terms 3 Definitions 2 Section 1.2 Incorporation by Reference of Trust Indenture Act 2 Section 1.3 Rules of Construction 2 ARTICLE II VOTING THE NOTES 4 Section 2.1 Form 4 Section 2.2 Execution, Authentication and Delivery 4 Section 2.3 Temporary Notes 5 Section 2.1 Agreement to Vote 2.4 Tax Treatment 5 Section 2.2 Grant 2.5 Registration; Registration of Proxy Transfer and Exchange 6 Section 2.6 Mutilated, Destroyed, Lost or Stolen Notes 7 Section 2.7 Persons Deemed Owners 8 Section 2.8 Payments 8 Section 2.9 Cancellation 13 Section 2.10 Release of Collateral 14 Section 2.11 Book-Entry Notes 14 Section 2.12 Notices to Clearing Agency 15 Section 2.13 Definitive Notes 15 Section 2.14 Authenticating Agents 15 Section 2.15 Retained Notes 16 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 COVENANTS 20 Section 3.1 Payment of Principal and Interest; Determination of SOFR; Benchmark Replacement 20 Section 3.2 Maintenance of Office or Agency 22 Section 3.3 Money for Payments To Be Held in Trust 22 Section 3.4 Existence 23 Section 3.5 Protection of Trust Estate 24 Section 3.6 Opinions as to Trust Estate 24 Section 3.7 Performance of Obligations; Servicing of Receivables 25 Section 3.8 Negative Covenants 27 Section 3.9 Annual Statement as to Compliance 28 Section 3.10 Issuer May Consolidate, etc., Only on Certain Terms 28 Section 3.11 Successor or Transferee 30 Section 3.12 No Other Business 30 Section 3.13 No Borrowing 30 Section 3.14 Servicer’s Obligations 30 Section 3.15 Guarantees, Loans, Advances and Other Liabilities 30 Section 3.16 Capital Expenditures 31 Section 3.17 Restricted Payments 31 Section 3.18 Notice of Events of Default 31 Section 3.19 Removal of Administrator 31 Section 3.20 Further Instruments and Acts 31 Section 3.21 Sales Finance Company Licenses 31 Section 3.22 Representations and Warranties by the Issuer to the Indenture Trustee 31 ARTICLE IV SATISFACTION AND DISCHARGE 32 Section 4.1 Satisfaction and Discharge of Indenture 32 Section 4.2 Satisfaction, Discharge and Defeasance 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 Notes 33 Section 4.3 Additional Shares 10 Application of Trust Money 34 Section 4.4 Share DividendsRepayment of Monies Held by Paying Agent 34 ARTICLE V REMEDIES 34 Section 5.1 Events of Default 34 Section 5.2 Acceleration of Maturity; Rescission and Annulment 35 Section 5.3 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee 36 Section 5.4 Remedies; Priorities. 38 Section 5.5 Optional Preservation of the Receivables 41 Section 5.6 Limitation of Suits 42 Section 5.7 Unconditional Rights of Noteholders to Receive Principal and Interest 42 Section 5.8 Restoration of Rights and Remedies 43 Section 5.9 Rights and Remedies Cumulative 43 Section 5.10 Delay or Omission Not a Waiver 43 Section 5.11 Control by Noteholders of the Controlling Class 43 Section 5.12 Waiver of Past Defaults 44 Section 5.13 Undertaking for Costs 44 Section 5.14 Waiver of Stay or Extension Laws 44 Section 5.15 Action on Notes 45 Section 5.16 Performance and Enforcement of Certain Obligations 45 ARTICLE VI THE INDENTURE TRUSTEE 46 Section 6.1 Duties of Indenture Trustee 46 Section 6.2 Rights of Indenture Trustee 48 Section 6.3 Individual Rights of Indenture Trustee 49 Section 6.4 Indenture Trustee’s Disclaimer 49 Section 6.5 Notice of Defaults 49 Section 6.6 Reports by Indenture Trustee to Holders 49 Section 6.7 Compensation and Indemnity 50 Section 6.8 Replacement of Indenture Trustee 50 Section 6.9 Successor Indenture Trustee by Xxxxxx 51 Section 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee 52 Section 6.11 Eligibility; Disqualification 53 Section 6.12 Preferential Collection of Claims Against Issuer 54 Section 6.13 Communications Regarding Demands to Purchase Receivables 54 ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS; ASSET REPRESENTATIONS REVIEW 54 Section 7.1 Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders 54 Section 7.2 Preservation of Information; Communications to Noteholders 54 Section 7.3 Reports by Issuer 55 Section 7.4 Reports by Indenture Trustee 55 Section 7.5 Noteholder Communications 55 Section 7.6 Asset Representations Review 56 ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES 57 Section 8.1 Collection of Money 57 Section 8.2 Trust Accounts 58 Section 8.3 General Provisions Regarding Accounts 58 Section 8.4 Release of Trust Estate 59 Section 8.5 Opinion of Counsel 60 ARTICLE IX SUPPLEMENTAL INDENTURES 60 Section 9.1 Supplemental Indentures Without Consent of Noteholders 60 Section 9.2 Supplemental Indentures with Consent of Noteholders 61 Section 9.3 Execution of Supplemental Indentures 63 Section 9.4 Effect of Supplemental Indenture 63 Section 9.5 Conformity with Trust Indenture Act 63 Section 9.6 Reference in Notes to Supplemental Indentures 63 ARTICLE X REDEMPTION OF NOTES 63 Section 10.1 Redemption 63 Section 10.2 Form of Redemption Notice 64 Section 10.3 Notes Payable on Redemption Date 64 ARTICLE XI MISCELLANEOUS 65 Section 11.1 Compliance Certificates and Opinions, etc 65 Section 11.2 Form of Documents Delivered to Indenture Trustee 66 Section 11.3 Acts of Noteholders 67 Section 11.4 Notices, etc. 10 ., to Indenture Trustee, Issuer and Rating Agencies 68 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 11.5 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extensionto Noteholders; Waiver 15 69 Section 5.7 Entire Agreement 15 11.6 Alternate Payment and Notice Provisions 69 Section 5.8 11.7 Conflict with Trust Indenture Act 69 Section 11.8 Effect of Headings and Table of Contents 70 Section 11.9 Successors and Assigns 70 Section 11.10 Severability 70 Section 11.11 Benefits of Indenture 70 Section 11.12 Legal Holiday 70 Section 11.13 GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF RIGHT TO JURY TRIAL 70 Section 11.14 Counterparts and Electronic Signature 71 Section 11.15 Recording of Indenture 71 Section 11.16 Trust Obligation 71 Section 11.17 No Petition 72 Section 11.18 Inspection 72 Section 11.19 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”).72

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 DEFINITIONS 1 Section 1.1 Defined Terms 3 1.01 General 1 Section 1.02 Trust Indenture Act 1 Section 1.03 Definitions 2 ARTICLE II VOTING 5 FORM, ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES 6 Section 2.1 Agreement to Vote 5 2.01 Forms Generally 6 Section 2.2 Grant 2.02 Form Of Trustee’s Certificate Of Authentication 6 Section 2.03 Amount Unlimited 7 Section 2.04 Denominations, Dates, Interest Payment And Record Dates 7 Section 2.05 Execution, Authentication, Delivery And Dating 8 Section 2.06 Exchange And Registration Of Transfer Of Notes 11 Section 2.07 Mutilated, Destroyed, Lost Or Stolen Notes 12 Section 2.08 Temporary Notes 13 Section 2.09 Cancellation Of Notes Paid, Etc. 13 Section 2.10 Interest Rights Preserved 13 Section 2.11 Special Record Date 13 Section 2.12 Payment Of Notes 14 Section 2.13 Notes Issuable In The Form Of A Global Note 14 Section 2.14 CUSIP And ISIN Numbers 16 Section 2.15 Extension of Proxy 6 Interest Payment Periods 17 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 REDEMPTION OF NOTES 17 Section 3.1 Representations and Warranties 3.01 Applicability of the Company T Shareholder 7 Article 17 Section 3.2 Representations and Warranties 3.02 Notice of Company Y 8 Redemption; Selection of Notes 17 Section 3.03 Payment of Notes On Redemption; Deposit of Redemption Price 18 ARTICLE IV OTHER COVENANTS 9 SINKING FUNDS 19 Section 4.1 Prohibition on Transfers 4.01 Applicability of Company T Shares 9 Article 19 Section 4.2 Prohibition on Transfers 4.02 Satisfaction of Company Y Shares 9 Sinking Fund Payments With Notes 19 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 4.03 Redemption 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”).Notes For Sinking Fund 20

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 Shareholders 7 Section 3.2 Representations and Warranties of Company Y 8 9 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 10 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 11 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 13 ARTICLE V MISCELLANEOUS 12 13 Section 5.1 Interpretation 12 13 Section 5.2 Termination 13 14 Section 5.3 Governing Law and Venue 13 14 Section 5.4 Notices 14 15 Section 5.5 Amendment 14 16 Section 5.6 Extension; Waiver 15 16 Section 5.7 Entire Agreement 15 16 Section 5.8 No Third-Party Beneficiaries 15 16 Section 5.9 Severability 15 16 Section 5.10 Rules of Construction 15 17 Section 5.11 Assignment 16 17 Section 5.12 Specific Performance 16 17 Section 5.13 Company T Shareholder Capacity 16 17 Section 5.14 No Ownership Interest 16 18 Section 5.15 Costs and Expenses 16 18 Section 5.16 Counterparts; Effectiveness 17 18 Section 5.17 Several Obligations 18 EXHIBIT A JOINDER AGREEMENT 21 24 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 6 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 5 controlled by 4 5 controlling 4 5 Covered Shares 5 Effective Time 7 8 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 5 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”), Xx. Xxxx Xxx Xxxx, an individual and a citizen of the Person PRC (as defined below) (“Xx. Xxxx”) and each of the other Persons listed on Schedule 1 hereto (the each such Person, including Xx. Xxxx, a “Company T Shareholder”).

TABLE OF CONTENTS. Page ARTICLE I GENERAL Section 1 Definitions 12 Section 2 Program Roles 14 Section 3 Program Documents 15 Section 1.1 Defined Terms 3 ARTICLE II VOTING 4 Outline of Validation and Testing Procedures 16 Section 5 Use of Logo 20 Section 2.1 Agreement to Vote 5 6 Noncompliance 20 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Challenge Procedure 22 Section 3.1 Representations 8 Procedure for Private Labeling Products 22 Section 9 Financing 23 Section 10 Interpretation Procedures 23 Section 11 Product Recalls and Warranties of the Company T Shareholder 7 Modifications 24 Section 3.2 Representations and Warranties 12 Change in Ownership of Company Y 8 ARTICLE IV OTHER COVENANTS 9 or Product Line 25 Section 4.1 Prohibition on Transfers 13 Forms 26 XXXXX Surfacing Sample Selection Receipt (Form XXXXX 02s) 27 Corrective Action Request (CAR) (Form XXXXX 03s) 28 XXXXX Inspection Form (Form XXXXX 04s) (four pages) 29 ASTM F2075 for EWF (Form 05s – page 1) 34 Data Log for Tramp Metal Testing (Form XXXXX 05s - page 2) 35 Sieve Analysis Data Sheet, ASTM F2075 (Form XXXXX 06s) 36 Manufacturing Location Test Request (Form XXXXX 07s) 37 XXXXX Certification Challenge Form (Form XXXXX 08s) 38 Request for Validation (Form XXXXX 09s) 39 Procedure and Data Log for Section of Company T Shares 9 ASTM F3012 Tramp Metals Test Data Sheet (Form XXXXX 10s) (two pages) 40 Sieve Analysis Data Sheet, ASTM F3012 (for Rubber Nuggets) (Form XXXXX 11s) 42 Sieve Analysis Data Sheet, ASTM F3012 (for Rubber Buffings) (Form XXXXX 12s) 43 Section 4.2 Prohibition on Transfers 14 Addenda 44 Addendum 1 Required Test Equipment for Sieve Analysis Test/Suggested Equipment Source(s) 45 Addendum 2 Additional Requirements for Engineered Wood Fiber, (EWF) 46 Addendum 3 Additional Requirements for Field Manufactured Unitary (Poured in Place [PIP] 48 Addendum 4 Additional Requirements for Loose Fill Rubber, (LFR) 51 Appendix B Certification Program Logo(s) and Approved Descriptive Verbiage Use 53 Appendix C Fee Schedule 56 SECTION 1 – DEFINITIONS The following definitions are applicable to this Procedural Guide: Administrator: A person or organization designated by the sponsor 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 a Certification program to perform the administrative duties required to manage the affairs 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”)that program.

TABLE OF CONTENTS. (Continued) Page Section 4.4 Non-Contravention 11 Section 4.5 Capitalization 12 Section 4.6 Subsidiaries 12 Section 4.7 Past SEC Documents 13 Section 4.8 Financial Statements; Liabilities 14 Section 4.9 Disclosure Statements 14 Section 4.10 Absence of Certain Changes 15 Section 4.11 Litigation 15 Section 4.12 Taxes 15 Section 4.13 Compliance with Laws; Licenses, Permits and Registrations 16 Section 4.14 Contracts 16 Section 4.15 Intellectual Property 17 Section 4.16 Required Vote 17 Section 4.17 Finders’ Fees; Opinion of Committee Financial Advisor 17 Section 4.18 Section 203 of the DGCL 17 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 V REPRESENTATIONS AND WARRANTIES 7 OF PARENT, PURCHASER AND XXXXXXX 18 Section 3.1 Representations 5.1 Existence and Warranties Power 18 Section 5.2 Authorization; Approvals 18 Section 5.3 Governmental Authorization 19 Section 5.4 Non-Contravention 19 Section 5.5 Information in Securities Filings 19 Section 5.6 Purchaser’s Operations 19 Section 5.7 Vote Required 20 Section 5.8 Finders’ Fees 20 Section 5.9 Financing 20 Section 5.10 Solvency 21 TABLE OF CONTENTS (Continued) Page ARTICLE VI COVENANTS 21 Section 6.1 Conduct of Business of the Company T Shareholder 7 21 Section 3.2 Representations 6.2 Consents and Warranties Filings 22 Section 6.3 Indemnification; Insurance 23 Section 6.4 Other Proposals 24 Section 6.5 Public Announcements 27 Section 6.6 Employee Benefits 27 Section 6.7 Financing 28 Section 6.8 Cooperation with Financing Efforts 30 Section 6.9 Voting 32 ARTICLE VII CONDITIONS TO CONSUMMATION OF THE MERGER 33 Section 7.1 Conditions to Each Party’s Obligation 33 Section 7.2 Condition to Xxxxxxx’x, Purchaser’s and Parent’s Obligation 33 Section 7.3 Condition to Company’s Obligation 34 ARTICLE VIII TERMINATION; AMENDMENT; WAIVER 34 Section 8.1 Termination 34 Section 8.2 Effect of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Termination 35 Section 4.1 Prohibition on Transfers of Company T Shares 9 8.3 Amendment 35 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 8.4 Extension; Waiver 15 35 ARTICLE IX MISCELLANEOUS 36 Section 5.7 9.1 Nonsurvival of Representations, Warranties and Agreements 36 Section 9.2 Entire Agreement 15 Agreement; Assignment 36 Section 5.8 No Third-Party Beneficiaries 15 9.3 Severability 37 Section 5.9 Severability 15 9.4 Notices 37 Section 5.10 Rules of Construction 15 9.5 Governing Law 38 Section 5.11 Assignment 16 9.6 Submission to Jurisdiction 38 TABLE OF CONTENTS (Continued) Page Section 5.12 9.7 Descriptive Headings 39 Section 9.8 Parties in Interest 39 Section 9.9 Counterparts 39 Section 9.10 Expenses 39 Section 9.11 Purchaser Termination Fee 40 Section 9.12 Specific Performance 16 41 Section 5.13 9.13 Affiliates 42 Section 9.14 No Liability of Financing Sources 42 Exhibits: Exhibit A: Certificate of Incorporation of Surviving Corporation Schedules: 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 Disclosure Schedule INDEX OF DEFINED TERMS Term Terms Section Acquisition Proposal 4, 5 Additional Agreement Preamble Business Day 1.2 Certificate of Merger 1.3 Certificates 3.2(b) Closing 1.2 Closing Date 1.2 Commitment Letters 5.9 Committee Financial Advisor 4.17(a) Common Stock Recitals Company Preamble Company 10-K 4.8(a) Company Board Recitals Company Board Recommendation 4.2(b) Company Intellectual Property 4.15(a) Company Material Adverse Effect 4.1 Company Options 3.3(a) Company Performance Share Unit Awards 3.3(c) Company Required Governmental Consent 4.3 Company Restricted Stock Awards 3.3(b) Company Returns 4.12(b) Company RSUs 3.3(b) Company Stockholder Approval 4.16 Company Stockholders’ Meeting 2.2 Compliant 6.8 Constituent Corporations 1.1 Costs 6.3 D&O Insurance 6.3 Debt Commitment Letter 5.9 Debt Financing 5.9 Depositary 3.2(a) DGCL 1.1 Disinterested Stockholder Approval Recitals Disinterested Stockholders Recitals Dissenting 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 3.1(a) DOJ 6.2 Effective Time 7 1.3 Environmental Laws 4.13(a) Equity Commitment Letter 5.9 Equity Financing 5.9 Exchange Act 4 Existing 2.1(a) Excluded Party 6.4(b) Expenses 9.10(a) Financing Sources 5.9 FTC 6.2 GAAP 4.8(a) Governmental Entity 4.3 HSR Act 4.3 Indemnified Parties 6.3 Intervening Event 6.4(b) June Balance Sheet 4.12(b) Knowledge 4.5(b) Lenders 5.9 Lien 4.4 LTIP 3.3(d) Marketing Period 6.8 Merger Recitals Merger Consideration 1.8(c) Xxxxxxx Preamble No-Shop Period Start Date 6.4(a) Notice of Board Action 6.4(c) Notice Period 6.4(c) Orders 4.11 Other Filings 2.1(a) Outside Date 8.1(b)(ii) Parent Preamble Parent Material Adverse Effect 5.1 Parent Required Governmental Consents 5.3 Parent Shares 5 Governmental Entities 8 Merger 3 Merger Agreement 3 Merger Sub 3 Permitted Transfer 5 Transfer 5 under common control with 4 VOTING Recitals Past SEC Documents 4.7 Person 6.4(b) Preferred Stock 4.5(a) Proceedings 4.11 Proxy Statement 2.1(a) Proxy Statement Clearance Date 2.1(b) Purchaser Preamble Required Cash Amount 5.9 Required Information 6.8(b) Responsible Parties 6.4(a) Schedule 13E-3 2.1(a) SEC 2.1(a) Secretary 1.3 Section 203 4.18 Securities Act 4.3 Solvent 5.10 Special Committee Recitals Subsidiary 1.8(b) Superior Proposal 6.4(b) Surviving Corporation 1.1 Tax 4.12(a) Tax Returns 4.12(a) Taxing Authority 4.12(a) Termination Fee 9.11 Transaction Proposal 6.4(b) Treasury Shares 1.8(b) AGREEMENT VOTING AGREEMENT, AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER dated as of March August 11, 2012 2013 (this “Agreement”) among DFC Holdings, LLC, a Delaware limited liability company (“Parent”), by and among Youku Inc.DFC Merger Corp., a Delaware corporation (“Purchaser”), whose sole stockholder is Parent, Xxxxx X. Xxxxxxx, an exempted company with limited liability incorporated under the laws of the Cayman Islands individual (“Company YXxxxxxx”), and the Person listed on Schedule 1 hereto Xxxx Food Company, Inc., a Delaware corporation (the “Company T ShareholderCompany”).

TABLE OF CONTENTS. Page ARTICLE Article I GENERAL 3 DEFINITIONS 2 Section 1.1 Defined Terms 3 ARTICLE Definitions 2 Section 1.2 Construction 6 Article II VOTING 5 THE OFFER 6 Section 2.1 Agreement to Vote 5 The Offer 6 Section 2.2 Grant Belpointe REIT Actions 9 Article III THE MERGER 10 Section 3.1 The Merger 10 Section 3.2 The Closing 10 Section 3.3 Effective Time 10 Section 3.4 Conversion of Proxy 6 ARTICLE III XXXXX Units 10 Section 3.5 Dissenter’s Rights. 10 Section 3.6 Delivery of Consideration 11 Section 3.7 Adjustment to Consideration 11 Section 3.8 Withholding 11 Section 3.9 Fractional Class A Units 11 Section 3.10 Further Assurances 11 Section 3.11 Governing Documents 12 Section 3.12 Officers and Directors of the Surviving Entity 12 Article IV 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 OF BELPOINTE REIT 12 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 DividendsQualification, Organization, Subsidiaries, etc. 10 12 Section 4.2 Capitalization 12 Section 4.3 Corporate Authority 13 Section 4.4 Governmental Consents; No Violation 13 Section 4.5 No Solicitation 10 SEC Reports and Financial Statements 14 Section 4.6 No Inconsistent Agreements 10 Undisclosed Liabilities 14 Section 4.7 Waiver Absence of Appraisal and Dissenters’ Rights 11 Certain Changes or Events 14 Section 4.8 Documentation and Information 11 Compliance with Law; Permits 14 Section 4.9 Registration of ADS 11 Tax Matters 15 Section 4.10 Further Assurances 11 ARTICLE Litigation; Orders 15 Section 4.11 Information Supplied 15 Article V MISCELLANEOUS 12 REPRESENTATIONS AND WARRANTIES OF BELPOINTE PREP AND THE PURCHASER 15 Section 5.1 Interpretation 12 Qualification, Organization, etc. 15 Section 5.2 Termination 13 Capitalization 15 Section 5.3 Governing Law and Venue 13 Corporate Authority 16 Section 5.4 Notices 14 Governmental Consents; No Violation 16 Section 5.5 Amendment 14 No Undisclosed Liabilities 17 Section 5.6 Extension; Waiver 15 Absence of Certain Changes or Events 17 Section 5.7 Entire Agreement 15 Compliance with Law; Permits 17 Section 5.8 No Third-Party Beneficiaries 15 Litigation; Orders 17 Section 5.9 Severability 15 Information Supplied 17 Section 5.10 Rules of Construction 15 Valid Issuance 17 Section 5.11 Assignment 16 Stock Ownership 18 Section 5.12 Specific Performance 16 No Activity 18 Article VI COVENANTS OF BELPOINTE REIT 18 Section 5.13 Company T Shareholder Capacity 16 6.1 Conduct of Business by Belpointe REIT Pending the Closing 18 Section 5.14 No Ownership Interest 16 6.2 Solicitation by Belpointe REIT 18 Article VII ADDITIONAL AGREEMENTS 20 Section 5.15 Costs and Expenses 16 7.1 Access; Confidentiality; Notice of Certain Events 20 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 7.2 Reasonable Best Efforts. 20 Section 7.3 Publicity 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”).7.4 Indemnification. 21

TABLE OF CONTENTS. Page ARTICLE I GENERAL 1 Definitions 1 2 Term 6 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 Business of the Company T / Conduct of the Business 6 4 Capital Increase / Shareholdings 6 5 Shareholding 7 6 Shareholders 7 7 Responsibilities of Shareholders 11 8 Governing Committee / Shareholder 7 Section 3.2 Representatives 11 9 Officers / Managers 15 10 Employees 16 11 Master Services Agreements 16 12 Transformation / Code of Corporate Governance 16 13 Financial Advisor / Debt Financing 17 14 Consultant Services and the CCC Contract 17 15 Related Party Xxxx. / CCC Contract / OMAG Master Services Agr. 17 16 Pre-Development Expenses / Success Fee 17 17 Initial Company Activities 18 18 Corporate Stamp 18 19 Fiscal Year 18 20 Auditor / Internal Auditor 19 21 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers the Parties 19 22 Notices 19 23 Governing Law / Dispute Resolution / Venue / Arbitration 21 24 Confidential Information 21 25 Amendments 21 26 Relationship 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 the Parties 21 27 Severability 21 28 Assignment 21 29 Entire Agreement 21 30 Nonwaiver 21 31 Construction 21 32 Headings 21 33 Language 21 34 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Governing Law 21 35 Counterparts 21 EXHIBITS Exhibit A Form of Adoption Agreement Exhibit B Constitutive Contract Exhibit C Mezzanine Financing; Banks and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 Entire Financial Advisors Exhibit D RCA Subscription Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules Exhibit E CCC - Panama Subscription Agreement Exhibit F CCC - Oman Subscription Agreement Exhibit G OMAG Subscription Agreement Exhibit H Shareholdings and Capitalization Exhibit I Joint Written Consent 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 OMAG 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 JOL Exhibit J Code 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”).Corporate Governance

TABLE OF CONTENTS. Page ARTICLE I GENERAL Part A: Central Terms 1 C1.00 Structure And Content of Collective Agreement 2 C1.1 Separate Central and Local terms 2 C1.2 Implementation 2 C1.3 Parties 2 C1.4 Single Collective Agreement 2 C2.00 Length of Term/Notice to Bargain/Renewal 2 C2.1 Single Collective Agreement 2 C2.2 Term of Agreement 2 C2.3 Amendment of Terms 2 C2.4 Notice to Bargain 3 Section 1.1 Defined C3.00 Definitions 3 C4.00 Central Labour Relations Committee 3 C5.00 Central Grievance Process 4 C6.00 Vested Retirement Gratuity Voluntary Early Payout Option 6 C7.00 Benefits 7 C8.00 Statutory Leaves of Absence/SEB 8 C9.00 Sick Leave 9 C10.00 Provincial Schools Authority/PSAT 12 C11.00 Ministry/School Board Initiatives 12 C12.00 Occasional Teachers and PA Days 13 Appendix A – Retirement Gratuities 00 Xxxxxxxx X – Abilities Form 15 Letter of Agreement #1 17 RE: Sick Leave 17 Letter of Agreement #2 18 RE: Regulation 274 - Hiring Practices 18 Letter of Agreement #3 19 Re: Class Size 19 Letter of Agreement #4 20 RE: Benefits 20 Letter of Agreement #5 28 RE: Status Quo Central Items 28 Letter of Agreement #6 29 RE: Status Quo Central Items as Modified by this Agreement 29 Part B: Local 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 32 Article L1 Purpose 33 Article L2 Recognition 33 Article L3 Duration and Warranties Renewal 33 L 3.05 No Strike or Lock-out 33 Article L4 Definitions 34 Article L5 Federation Fees 35 Article L6 Rights and Responsibilities 35 L 6.01 Management Rights 35 L 6.02 Copies of the Company T Shareholder 7 Section 3.2 Representations Collective Agreement 35 L 6.03 Board Policies and Warranties Procedures 36 L 6.04 Use of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers Employer‟s Premises 36 L 6.05 No Discrimination 36 Article L7 Just Cause 36 Article L8 Representation 36 Article L9 Teacher Evaluation 36 Article L10 Personnel File 37 Article L11 Statistics 37 Article L12 Probationary Period 37 Article L13 Occasional Teacher List 38 L 13.03 Occasional Teacher Availability 38 L 13.04 Removal From The List 39 L 13.05 Dispatch Procedure 40 Article L14 Working Conditions 40 L 14.01 Short Term Occasional Teachers 40 L 14.06 Long-Term Occasional Teachers 41 L 14.07 Termination of Company T Shares 9 Section 4.2 Prohibition on Transfers Long-Term Occasional Teaching Assignments 42 L 14.10 Fifth Disease 42 Article L15 Vacancies 42 L 15.05 Secondary Teaching Positions 43 Article L16 Leaves 43 L 16.02 Other Leaves of Company Y Shares 9 Section 4.3 Absence for Long-Term Occasional Teachers 44 L 16.03 Federation Leave 46 Article L17 Benefits 47 Article 18 Rates of Pay 48 L 18.03 Category Definitions and Teacher Qualifications 48 L 18.04 Additional Shares 10 Section 4.4 Share Dividends, etcExperience 49 L 18.05 Additional Teaching Experience 49 L 18.06 Related Experience 50 Article L19 Reporting 51 Article L20 Professional Activity Day 51 Article L21 Labour Management Committee 51 Article L22 Grievance Procedure 52 L 22.01 Definitions 52 L 22.02 Arbitration 52 L 22.03 Procedure 52 L 22.05 Policy and Group Grievance 53 L 22.06 Grievance Mediation 54 L 22.10 Cost of Arbitration 55 Letter of Understanding 56 RE: Issues to be reviewed by the Labour Management Committee 56 Letter of Understanding 57 RE: WSIB Coverage for Teachers Release for Federation Activity 57 Letter of Understanding 58 RE: Protocol for Placement of Teachers Declared Redundant into Long Term Occasional Positions. 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 58 Appendix 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 61 L9.14 Part 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”).Teachers 00 Xxxxxxxx X 62

TABLE OF CONTENTS. Page ARTICLE Article I GENERAL 3 DEFINITIONS AND INCORPORATION BY REFERENCE 2 Section 1.1 Defined Terms 3 ARTICLE Definitions 2 Section 1.2 Incorporation by Reference of Trust Indenture Act 2 Section 1.3 Rules of Construction 2 Article II VOTING THE NOTES 4 Section 2.1 Form 4 Section 2.2 Execution, Authentication and Delivery 4 Section 2.3 Temporary Notes 5 Section 2.1 Agreement to Vote 2.4 Tax Treatment 5 Section 2.2 Grant 2.5 Registration; Registration of Proxy Transfer and Exchange 6 ARTICLE III REPRESENTATIONS AND WARRANTIES Section 2.6 Mutilated, Destroyed, Lost or Stolen Notes 7 Section 2.7 Persons Deemed Owners 8 Section 2.8 Payments 8 Section 2.9 Cancellation 13 Section 2.10 Release of Collateral 14 Section 2.11 Book-Entry Notes 14 Section 2.12 Notices to Clearing Agency 15 Section 2.13 Definitive Notes 15 Section 2.14 Authenticating Agents 15 Section 2.15 Retained Notes 16 Article III COVENANTS 20 Section 3.1 Payment of Principal and Interest; Determination of SOFR; Benchmark Replacement 20 Section 3.2 Maintenance of Office or Agency 22 Section 3.3 Money for Payments To Be Held in Trust 22 Section 3.4 Existence 23 Section 3.5 Protection of Trust Estate 24 Section 3.6 Opinions as to Trust Estate 24 Section 3.7 Performance of Obligations; Servicing of Receivables 25 Section 3.8 Negative Covenants 27 Section 3.9 Annual Statement as to Compliance 28 Section 3.10 Issuer May Consolidate, etc., Only on Certain Terms 28 Section 3.11 Successor or Transferee 30 Section 3.12 No Other Business 30 Section 3.13 No Borrowing 30 Section 3.14 Servicer’s Obligations 30 Section 3.15 Guarantees, Loans, Advances and Other Liabilities 30 Section 3.16 Capital Expenditures 31 Section 3.17 Restricted Payments 31 Section 3.18 Notice of Events of Default 31 Section 3.19 Removal of Administrator 31 Section 3.20 Further Instruments and Acts 31 Section 3.21 Sales Finance Company Licenses 31 Section 3.22 Representations and Warranties by the Issuer to the Indenture Trustee 31 Article IV SATISFACTION AND DISCHARGE 32 Section 4.1 Satisfaction and Discharge of Indenture 32 Section 4.2 Satisfaction, Discharge and Defeasance 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 Notes 33 Section 4.3 Additional Shares 10 Application of Trust Money 34 Section 4.4 Share DividendsRepayment of Monies Held by Paying Agent 34 Article V REMEDIES 34 Section 5.1 Events of Default 34 Section 5.2 Acceleration of Maturity; Rescission and Annulment 35 Section 5.3 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee 36 Section 5.4 Remedies; Priorities 38 Section 5.5 Optional Preservation of the Receivables 41 Section 5.6 Limitation of Suits 42 Section 5.7 Unconditional Rights of Noteholders to Receive Principal and Interest 42 Section 5.8 Restoration of Rights and Remedies 43 Section 5.9 Rights and Remedies Cumulative 43 Section 5.10 Delay or Omission Not a Waiver 43 Section 5.11 Control by Noteholders of the Controlling Class 43 Section 5.12 Waiver of Past Defaults 44 Section 5.13 Undertaking for Costs 44 Section 5.14 Waiver of Stay or Extension Laws 44 Section 5.15 Action on Notes 45 Section 5.16 Performance and Enforcement of Certain Obligations 45 Article VI THE INDENTURE TRUSTEE 46 Section 6.1 Duties of Indenture Trustee 46 Section 6.2 Rights of Indenture Trustee 48 Section 6.3 Individual Rights of Indenture Trustee 49 Section 6.4 Indenture Trustee’s Disclaimer 49 Section 6.5 Notice of Defaults 49 Section 6.6 Reports by Indenture Trustee to Holders 49 Section 6.7 Compensation and Indemnity 50 Section 6.8 Replacement of Indenture Trustee 50 Section 6.9 Successor Indenture Trustee by Xxxxxx 51 Section 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee 52 Section 6.11 Eligibility; Disqualification 53 Section 6.12 Preferential Collection of Claims Against Issuer 54 Section 6.13 Communications Regarding Demands to Purchase Receivables 54 Article VII NOTEHOLDERS’ LISTS AND REPORTS; ASSET REPRESENTATIONS REVIEW 54 Section 7.1 Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders 54 Section 7.2 Preservation of Information; Communications to Noteholders 54 Section 7.3 Reports by Issuer 55 Section 7.4 Reports by Indenture Trustee 55 Section 7.5 Noteholder Communications 55 Section 7.6 Asset Representations Review 56 Article VIII ACCOUNTS, DISBURSEMENTS AND RELEASES 57 Section 8.1 Collection of Money 57 Section 8.2 Trust Accounts 58 Section 8.3 General Provisions Regarding Accounts 58 Section 8.4 Release of Trust Estate 59 Section 8.5 Opinion of Counsel 60 Article IX SUPPLEMENTAL INDENTURES 60 Section 9.1 Supplemental Indentures Without Consent of Noteholders 60 Section 9.2 Supplemental Indentures with Consent of Noteholders 61 Section 9.3 Execution of Supplemental Indentures 63 Section 9.4 Effect of Supplemental Indenture 63 Section 9.5 Conformity with Trust Indenture Act 63 Section 9.6 Reference in Notes to Supplemental Indentures 63 Article X REDEMPTION OF NOTES 63 Section 10.1 Redemption 63 Section 10.2 Form of Redemption Notice 64 Section 10.3 Notes Payable on Redemption Date 64 Article XI MISCELLANEOUS 65 Section 11.1 Compliance Certificates and Opinions, etc. 10 65 Section 4.5 No Solicitation 10 11.2 Form of Documents Delivered to Indenture Trustee 66 Section 4.6 No Inconsistent Agreements 10 11.3 Acts of Noteholders 67 Section 4.7 Waiver of Appraisal 11.4 Notices, etc., to Indenture Trustee, Issuer and Dissenters’ Rights 11 Rating Agencies 67 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 11.5 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extensionto Noteholders; Waiver 15 69 Section 5.7 Entire Agreement 15 11.6 Alternate Payment and Notice Provisions 69 Section 5.8 11.7 Conflict with Trust Indenture Act 69 Section 11.8 Effect of Headings and Table of Contents 70 Section 11.9 Successors and Assigns 70 Section 11.10 Severability 70 Section 11.11 Benefits of Indenture 70 Section 11.12 Legal Holiday 70 Section 11.13 GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF RIGHT TO JURY TRIAL 70 Section 11.14 Counterparts and Electronic Signature 71 Section 11.15 Recording of Indenture 71 Section 11.16 Trust Obligation 71 Section 11.17 No Petition 72 Section 11.18 Inspection 72 Section 11.19 Third-Party Beneficiaries 15 72 Section 5.9 Severability 15 11.20 Limitation on Recourse to CarMax Funding 72 Section 5.10 Rules 11.21 Legal Fees Associated with Indemnification 73 Section 11.22 Limitation of Construction 15 Liability of the Owner Trustee 73 Section 5.11 Assignment 16 11.23 PATRIOT Act 73 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 11.24 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 AGREEMENT74 APPENDICES APPENDIX A Additional Representations and Warranties EXHIBITS EXHIBIT A-1 Form of Class A-1 Note EXHIBIT A-2a Form of Class A-2a Note EXHIBIT A-2b Form of Class A-2b Note EXHIBIT A-3 Form of Class A-3 Note EXHIBIT A-4 Form of Class A-4 Note EXHIBIT B Form of Class B Note EXHIBIT C Form of Class C Note EXHIBIT D Form of Class D Note EXHIBIT E Form of Opinion of Counsel EXHIBIT F Form of Transferor Certificate EXHIBIT G Form of Investment Letter INDENTURE, dated as of March 11October 1, 2012 2023 (as amended, supplemented or otherwise modified and in effect from time to time, this “AgreementIndenture”), by and among Youku Inc.between CARMAX AUTO OWNER TRUST 2023-4, an exempted company with limited liability incorporated under a Delaware statutory trust (the laws of the Cayman Islands (“Company YIssuer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (in such capacity, the Person listed on Schedule 1 hereto “Indenture Trustee”). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the holders of the Issuer’s 5.279% Class A-1 Asset-backed Notes (the “Company T ShareholderClass A-1 Notes”), 6.08% Class A-2a Asset-backed Notes (the “Class A-2a Notes”), Class A-2b Floating Rate Asset-backed Notes (the “Class A-2b Notes” and together with the Class A-2a Notes, the “Class A-2 Notes”), 6.00% Class A-3 Asset-backed Notes (the “Class A-3 Notes”), 5.96% Class A-4 Asset-backed Notes (the “Class A-4 Notes” and, collectively with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”), 6.39% Class B Asset-backed Notes (the “Class B Notes”), 6.58% Class C Asset-backed Notes (the “Class C Notes”) and 7.16% Class D Asset-backed Notes (the “Class D Notes” and, collectively with the Class A Notes, the Class B Notes and the Class C Notes, the “Notes”): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuer’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising (i) the Receivables; (ii) all amounts received on or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Issuer in such Financed Vehicles; (iv) all proceeds from claims on or refunds of premiums with respect to any physical damage, theft, GAP, credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the Collection Account, the Note Payment Account and the Reserve Account and all amounts, securities, financial assets, investments and other property deposited in or credited to any of the foregoing and all proceeds thereof; (vii) all rights of the Depositor under the Receivables Purchase Agreement, including the right to require the Seller to repurchase Receivables from the Depositor; (viii) all rights of the Issuer under the Sale and Servicing Agreement, including the right to require the Servicer to purchase Receivables from the Issuer; (ix) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (x) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing (collectively, the “Collateral”). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes, acknowledges such Xxxxx, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 DEFINITIONS AND INCORPORATION BY REFERENCE 2 Section 1.1 Defined Terms 3 Definitions 2 Section 1.2 Incorporation by Reference of Trust Indenture Act 2 Section 1.3 Rules of Construction 2 ARTICLE II VOTING THE NOTES 4 Section 2.1 Form 4 Section 2.2 Execution, Authentication and Delivery 4 Section 2.3 Temporary Notes 5 Section 2.1 Agreement to Vote 2.4 Tax Treatment 5 Section 2.2 Grant 2.5 Registration; Registration of Proxy Transfer and Exchange 6 Section 2.6 Mutilated, Destroyed, Lost or Stolen Notes 7 Section 2.7 Persons Deemed Owners 8 Section 2.8 Payments 8 Section 2.9 Cancellation 13 Section 2.10 Release of Collateral 14 Section 2.11 Book-Entry Notes 14 Section 2.12 Notices to Clearing Agency 15 Section 2.13 Definitive Notes 15 Section 2.14 Authenticating Agents 15 Section 2.15 Retained Notes 16 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 COVENANTS 20 Section 3.1 Payment of Principal and Interest; Determination of SOFR; Benchmark Replacement 20 Section 3.2 Maintenance of Office or Agency 22 Section 3.3 Money for Payments To Be Held in Trust 22 Section 3.4 Existence 23 Section 3.5 Protection of Trust Estate 24 Section 3.6 Opinions as to Trust Estate 24 Section 3.7 Performance of Obligations; Servicing of Receivables 25 Section 3.8 Negative Covenants 27 Section 3.9 Annual Statement as to Compliance 28 Section 3.10 Issuer May Consolidate, etc., Only on Certain Terms 28 Section 3.11 Successor or Transferee 30 Section 3.12 No Other Business 30 Section 3.13 No Borrowing 30 Section 3.14 Servicer’s Obligations 30 Section 3.15 Guarantees, Loans, Advances and Other Liabilities 30 Section 3.16 Capital Expenditures 31 Section 3.17 Restricted Payments 31 Section 3.18 Notice of Events of Default 31 Section 3.19 Removal of Administrator 31 Section 3.20 Further Instruments and Acts 31 Section 3.21 Sales Finance Company Licenses 31 Section 3.22 Representations and Warranties by the Issuer to the Indenture Trustee 31 ARTICLE IV SATISFACTION AND DISCHARGE 32 Section 4.1 Satisfaction and Discharge of Indenture 32 Section 4.2 Satisfaction, Discharge and Defeasance 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 Notes 33 Section 4.3 Additional Shares 10 Application of Trust Money 34 Section 4.4 Share DividendsRepayment of Monies Held by Paying Agent 34 ARTICLE V REMEDIES 34 Section 5.1 Events of Default 34 Section 5.2 Acceleration of Maturity; Rescission and Annulment 35 Section 5.3 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee 36 Section 5.4 Remedies; Priorities 38 Section 5.5 Optional Preservation of the Receivables 41 Section 5.6 Limitation of Suits 42 Section 5.7 Unconditional Rights of Noteholders to Receive Principal and Interest 42 Section 5.8 Restoration of Rights and Remedies 43 Section 5.9 Rights and Remedies Cumulative 43 Section 5.10 Delay or Omission Not a Waiver 43 Section 5.11 Control by Noteholders of the Controlling Class 43 Section 5.12 Waiver of Past Defaults 44 Section 5.13 Undertaking for Costs 44 Section 5.14 Waiver of Stay or Extension Laws 44 Section 5.15 Action on Notes 45 Section 5.16 Performance and Enforcement of Certain Obligations 45 ARTICLE VI THE INDENTURE TRUSTEE 46 Section 6.1 Duties of Indenture Trustee 46 Section 6.2 Rights of Indenture Trustee 48 Section 6.3 Individual Rights of Indenture Trustee 49 Section 6.4 Indenture Trustee’s Disclaimer 49 Section 6.5 Notice of Defaults 49 Section 6.6 Reports by Indenture Trustee to Holders 49 Section 6.7 Compensation and Indemnity 50 Section 6.8 Replacement of Indenture Trustee 50 Section 6.9 Successor Indenture Trustee by Xxxxxx 51 Section 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee 52 Section 6.11 Eligibility; Disqualification 53 Section 6.12 Preferential Collection of Claims Against Issuer 54 Section 6.13 Communications Regarding Demands to Purchase Receivables 54 ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS; ASSET REPRESENTATIONS REVIEW 54 Section 7.1 Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders 54 Section 7.2 Preservation of Information; Communications to Noteholders 54 Section 7.3 Reports by Issuer 55 Section 7.4 Reports by Indenture Trustee 55 Section 7.5 Noteholder Communications 55 Section 7.6 Asset Representations Review 56 ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES 57 Section 8.1 Collection of Money 57 Section 8.2 Trust Accounts 58 Section 8.3 General Provisions Regarding Accounts 58 Section 8.4 Release of Trust Estate 59 Section 8.5 Opinion of Counsel 60 ARTICLE IX SUPPLEMENTAL INDENTURES 60 Section 9.1 Supplemental Indentures Without Consent of Noteholders 60 Section 9.2 Supplemental Indentures with Consent of Noteholders 61 Section 9.3 Execution of Supplemental Indentures 63 Section 9.4 Effect of Supplemental Indenture 63 Section 9.5 Conformity with Trust Indenture Act 63 Section 9.6 Reference in Notes to Supplemental Indentures 63 ARTICLE X REDEMPTION OF NOTES 63 Section 10.1 Redemption 63 Section 10.2 Form of Redemption Notice 64 Section 10.3 Notes Payable on Redemption Date 64 ARTICLE XI MISCELLANEOUS 65 Section 11.1 Compliance Certificates and Opinions, etc. 10 65 Section 4.5 No Solicitation 10 11.2 Form of Documents Delivered to Indenture Trustee 66 Section 4.6 No Inconsistent Agreements 10 11.3 Acts of Noteholders 67 Section 4.7 Waiver of Appraisal 11.4 Notices, etc., to Indenture Trustee, Issuer and Dissenters’ Rights 11 Rating Agencies 67 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 11.5 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extensionto Noteholders; Waiver 15 69 Section 5.7 Entire Agreement 15 11.6 Alternate Payment and Notice Provisions 69 Section 5.8 11.7 Conflict with Trust Indenture Act 69 Section 11.8 Effect of Headings and Table of Contents 70 Section 11.9 Successors and Assigns 70 Section 11.10 Severability 70 Section 11.11 Benefits of Indenture 70 Section 11.12 Legal Holiday 70 Section 11.13 GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF RIGHT TO JURY TRIAL 70 Section 11.14 Counterparts and Electronic Signature 71 Section 11.15 Recording of Indenture 71 Section 11.16 Trust Obligation 71 Section 11.17 No Petition 72 Section 11.18 Inspection 72 Section 11.19 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”).72

TABLE OF CONTENTS. (Continued) Page 9.4. Post-Termination Matters 52 ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 X Qualified Transferees 53 10.1. Qualified Transferees 53 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant XI Manager Liability 57 11.1. Liability of Proxy 6 Manager 57 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations XII Servicing of Assets 57 12.1. Servicing 57 12.2. [Intentionally Omitted] 58 12.3. Servicing of Assets 58 12.4. Removal of Servicer, Subservicers and Warranties JDC Contractors 60 12.5. Interim Management Fee and Interim Servicing Fee; Management Fee 64 12.6. Working Capital Expenses 66 12.7. Deposit and Use of Asset Proceeds 67 12.8. Collection Account 68 12.9. Distribution Account 68 12.10. [Intentionally Omitted] 68 12.11. Working Capital Reserve Account 68 12.12. [Intentionally Omitted] 70 12.13. Capital Improvement Account 70 12.14. Uses of Company Funds; Development 70 12.15. Certain Servicing and Asset Administration Decisions 70 12.16. Management and Disposition of Collateral 71 12.17. [Intentionally Omitted] 71 12.18. [Intentionally Omitted] 71 12.19. Releases of Collateral 71 12.20. Clean-Up Call Rights 71 12.21. Certain Transfer Obligations 72 12.22. Seller Financing 72 12.23. Use of the Company T Shareholder 7 Section 3.2 Representations FDIC's Name and Warranties of Company Y 8 FDIC Legal Powers 72 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, etcXIII Miscellaneous 73 13.1. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Common Terms 73 13.2. Waiver of Appraisal Rights of Partition and Dissenters’ Rights 11 Section 4.8 Documentation Dissolution 74 13.3. Entire Agreement; Other Agreements 74 13.4. Third Party Beneficiaries 74 13.5. Expenses 75 13.6. Waivers and Information 11 Section 4.9 Registration Amendments 75 13.7. Successors and Assigns 76 TABLE OF CONTENTS (Continued) Page 13.8. Power 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 Attorney 76 13.9. Governing Law 76 13.10. Jurisdiction; Venue 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 Service 77 13.11. Private Owner Acknowledgement 77 ANNEX I Member Schedule I-1 ANNEX II Reporting and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 Access Schedule........................................................................II-1 ANNEX III Insurance Schedule ......................................................................................... III-1 ANNEX IV Servicing Addendum ...................................................................................... IV-1 ANNEX V Permitted Capital Improvement Addendum .................................................... V-1 EXHIBIT A JOINDER Certificate of Formation................................................................................... A-1 EXHIBIT B Form of Monthly Report...................................................................................B-1 EXHIBIT C Form of Assignment and Assumption Agreement ...........................................C-1 EXHIBIT D Form of Letter of Credit................................................................................... D-1 EXHIBIT E Form of Assignment of JDC Agreement ..........................................................E-1 EXHIBIT F Form of Cash Flow Projections ........................................................................ F-1 EXHIBIT G Form of Post-Termination LPOA .................................................................... G-1 EXHIBIT H Form of Loan Performance Report.................................................................. H-1 EXHIBIT I Loan Criteria Matrix ..........................................................................................I-1 EXHIBIT J Form of Strategic Plan Report ...........................................................................J-1 SIG RCRS C MF 2023 VENTURE LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (as the same may be amended or modified from time to time in accordance with the terms hereof, 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”), is made and entered into as of the 15th day of December, 2023, by and among Youku Inc.the Federal Deposit Insurance Corporation in its capacity as the Receiver (the “Initial Member”), an exempted company with Sig-23 Private Owner LLC, a Delaware limited liability incorporated under company (the laws of the Cayman Islands (“Company YPrivate Owner”), and the Person listed on Schedule 1 hereto SIG RCRS C MF 2023 Venture LLC, a Delaware limited liability company (the “Company T ShareholderCompany”).

TABLE OF CONTENTS. Page Part A Central C1.00 STRUCTURE AND CONTENT OF COLLECTIVE AGREEMENT 8 C1.1 Separate Central and Local Terms 8 C1.2 Implementation 8 C1.4 Single Collective Agreement 8 C2.00 DEFINITIONS 8 C3.00 LENGTH OF TERM/NOTICE TO BARGAIN/RENEWAL 9 C3.1 Single Collective Agreement 9 C3.2 Term of Agreement 9 C3.3 Where Term Less Than Agreement Term 9 C3.4 Term of Letters of Understanding 9 C3.5 Amendment of Terms 9 C3.6 Notice to Bargain 10 C4.00 CENTRAL GRIEVANCE PROCESS 10 C4.1 Definitions 10 C4.2 Central Dispute Resolution Committee 11 C4.3 The grievance shall specify: 11 C4.4 Referral to the Committee 12 C4.5 Mediation 12 C4.6 Arbitration 12 C5.00 VESTED RETIRMENT GRATUITY VOLUNTARY EARLY PAYOUT OPTION 13 C6.00 BENEFITS 13 C6.1 Funding 13 C6.2 Cost Sharing 13 C6.3 Payment in Lieu of Benefits 14 C6.4 Long Term Disability (Employee-Paid Plans) 14 C7.00 SICK LEAVE 14 C8.00 CENTRAL LABOUR RELATIONS COMMITTEE 18 C9.00 MINISTRY/SCHOOL BOARD INITIATIVES 18 C10.00 DIAGNOSTIC ASSESSMENT 18 C11.00 STATUTORY LEAVES OF ABSENCE/SEB 19 C11.1 Family Medical Leave or Critically Ill Child Care Leave 19 C11.2 Pregnancy Leave 20 C12.00 CLASS SIZE/STAFFING LEVELS 21 APPENDIX A – RETIREMENT GRATUITIES 22 LETTER OF AGREEMENT #1 Sick Leave 23 LETTER OF AGREEMENT #2 Reg. 274 Hiring Practices 24 LETTER OF AGREEMENT #3 Occ. Teacher Ability to Lock the Classroom Door 26 LETTER OF AGREEMENT #4 Employment Insurance (EI) Rebate 27 LETTER OF AGREEMENT #5 Special Education Committee 28 LETTER OF AGREEMENT #6 Benefits 29 APPENDIX A – HRIS File 39 LETTER OF AGREEMENT #7 Status Quo Central Terms 41 LETTER OF AGREEMENT #8 Status Quo Central Items 42 Table of Contents - Part B Local ARTICLE I GENERAL 3 Section 1.1 Defined LI - PURPOSE 44 ARTICLE LII - EFFECTIVE PERIOD 44 ARTICLE LIII - RECOGNITION 44 ARTICLE LIV - DEFINITION AND SCOPE 44 ARTICLE LV - MANAGEMENT RIGHTS 45 ARTICLE LVI - STRIKES AND LOCKOUTS 45 ARTICLE LVII - UNION MEMBERSHIP 46 ARTICLE LVIII - OCCASIONAL TEACHERS' ROSTER 46 ARTICLE LIX - OCCASIONAL TEACHERS TIMETABLE 49 ARTICLE LX - PROVISION OF INFORMATION 49 ARTICLE LXI - OCCASIONAL TEACHER / MANAGEMENT COMMITTEES 50 ARTICLE LXII - RATES OF PAY 50 ARTICLE LXIII - LEAVE PLANS - LONG-TERM OCCASIONAL TEACHERS 55 L13.01 Bereavement Leave 55 L13.02 Jury Duty 56 L13.03 Quarantine 56 (a) Leave for Religious Holy Days 56 (b) Pregnancy and Parental Leave 57 (c) Family Care 57 (d) Leave for Union Business 57 (e) Fifth Disease 57 4 (f) Severe Weather 58 L13.06 Lunch Period 58 L13.07 Travel 58 L13.08 Benefits 58 L13.10 Unscheduled Leaves 59 ARTICLE LXIV - GRIEVANCE/ARBITRATION PROCEDURE 59 ARTICLE LXV – JUST CAUSE 61 ARTICLE LXVI –LOCAL RIGHTS 61 ARTICLE LXVII - ACCESS TO PERSONNEL FILE 62 ARTICLE LXVIII –ABSENCE COLLECTION/DEPLOYMENT SYSTEM 62 ARTICLE LXVIX – OCCUPATIONAL HEALTH AND SAFETY 62 ARTICLE LXX – POSTING OF LONG-TERM OCC. TEACHING ASSIGNMENTS 63 ARTICLE LXXI – MEDICAL PROCEDURES 63 ARTICLE LXXII – PROFESSIONAL DEVELOPMENT 63 ARTICLE LXXIII – FEDERATION LEAVE 64 ARTICLE LXXIV – RIGHTS AND RESPONSIBILITIES 64 ARTICLE LXXV – PERMANENT ELEMENTARY TEACHING POSITIONS 64 ARTICLE LXXVI – RECORD OF EMPLOYMENT/ EMPLOYMENT INSURANCE 65 Letter of Understanding Professional Development 65 Letter of Understanding LTO Report Cards 66 Letter of Understanding Unpaid Days 66 Letter of Understanding Responsibility Allowance 66 Alphabetical List of Key Terms 3 & Article Numbers Title Central Term Article Local Term Article Absence Collection/Deployment ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant L.XVIII Benefits C6.00, LOA #6 L13.08 Class Size/Staffing Levels C12.00 Definition and Scope C2.00 ARTICLE L.IV Effective Period ARTICLE L.II Federation Leave ARTICLE L.XXIII Grievance/Arbitration C4.00 ARTICLE L.XIV Leaves of Proxy 6 Absence C11.00 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations L.XIII Leaves - Bereavement L13.01 Leaves – Family Care C11.1 L13.04 (c) Leaves – Fifths Disease L13.04 (e) Leaves – Jury or Witness L13.02 Leaves – Pregnancy and Warranties Parental C11.2 L13.04 (b) Leaves - Quarantine L13.03 Leaves – Religious Holy Days L13.04 (a) Leaves – Union Business L13.04 (d) Lunch Period L13.06 Management Rights ARTICLE L.V Medical Procedures ARTICLE L.XXI Occasional Teacher Roster ARTICLE L.VIII Occasional Teacher Timetable ARTICLE L.IX Occasional Teacher Management Committees ARTICLE L.XI Occupational Health & Safety ARTICLE L.XVIX Personnel Files ARTICLE L.XVII Permanent Teaching Positions ARTICLE L.XXV Posting of the Company T Shareholder 7 Section 3.2 Representations and Warranties Long Term Assignments ARTICLE L.XX Professional Development ARTICLE L.XXII, XXX Purpose ARTICLE L.I Rates of Company Y 8 Pay ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers L.XII Recognition ARTICLE L.III Record 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 DividendsEmployment ARTICLE L.XXVI Report Cards XXX Responsibility Allowance XXX Retirement Gratuity C5.00 , 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 APPENDIX 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 Severe Weather L13.04 (this “Agreement”f) Sick Leave C7.00(f), by LOA #1 Strikes and among Youku Inc.Lockouts ARTICLE X.XX Travel L13.07 Union Membership ARTICLE L.VII Unpaid Days XXX PART A TERMS NEGOTIATED CENTRALLY BETWEEN THE ONTARIO PUBLIC SCHOOL BOARDS’ ASSOCIATION (hereinafter called ‘OPSBA’) AND ELEMENTARY TEACHERS FEDERATION OF ONTARIO (ETFO) (hereinafter called ‘ETFO’) SEPTEMBER 1, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”)2014 TO AUGUST 31, and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).2017 ETFO TEACHERS – PART A: CENTRAL TERMS

TABLE OF CONTENTS. Page ARTICLE I 1 GENERAL 3 Section 1 1.1 Defined Terms The Merger 1 1.2 Merger Effective Time 2 1.3 Merger Consideration 2 1.4 Effect on Securities 2 1.5 Purchase of Additional Assets 2 1.6 Excluded and Additional Liabilities 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III 2 REPRESENTATIONS AND WARRANTIES OF SELLER 3 2.1 Organization 3 2.2 Authorization 3 2.3 No Conflict 4 2.4 Capitalization; No Subsidiaries; Articles, Bylaws and Minutes; Derivative Securities 5 2.5 Financial Statements 6 2.6 Absence of Certain Facts or Events 7 Section 2.7 Property, Leases and Liens 8 2.8 Contracts and Commitments 9 2.9 Permits and Authorizations 10 2.10 No Violations 11 2.11 Proceedings 12 2.12 Insurance 12 2.13 Proprietary Information and Rights 12 2.14 Employee Benefits 13 2.15 Employment Laws 16 2.16 Environmental Laws 17 2.17 Taxes 18 2.18 No Unlawful Contributions 19 2.19 No Insider Transactions 19 2.20 Accounts Receivable; Vendors 19 2.21 Inventories 20 2.22 Bank Accounts 20 2.23 Warranties 20 2.24 Delivery of Documents 20 2.25 No Finders or Brokers 21 2.26 Product Warranties; Product Liability; Safety and Recalls 21 2.27 Dealer Network; Rebates and Refunds 22 2.28 Representations Complete 22 Page ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF PURCHASER 23 3.1 Organization; Ownership 23 3.2 Authorization 23 3.3 No Conflict 23 3.4 No Finders or Brokers 24 3.5 Availability of Funds 24 ARTICLE 4 COVENANTS 24 4.1 Confidentiality 24 4.2 Fulfillment of Conditions 25 4.3 Purchaser’s Access to Records and Inspection Rights 25 4.4 Transfer of Additional Assets 25 4.5 Operation in Ordinary Course 26 4.6 Post-Closing Access 28 4.7 Delivery of Audited Financial Statements 28 4.8 No Solicitation of Other Transactions 29 4.9 Termination of Affiliate Relationships 29 4.10 Removal of Liens; Release 29 4.11 Bank Accounts 30 4.12 Indebtedness of Seller to Company 30 4.13 No Solicitation of Employees 30 4.14 Country Coach Leases 30 4.15 Standstill 31 4.16 Transferred Employees 31 4.17 Benefit Plans 31 4.18 Income Taxes; Allocation; Income Tax Returns 32 ARTICLE 5 CONDITIONS OF CLOSING 34 5.1 Conditions of Obligations of Purchaser 34 5.2 Conditions of Obligations of Seller 35 ARTICLE 6 CLOSING DATE AND TERMINATION OF AGREEMENT 36 6.1 Closing Date 36 6.2 Termination of Agreement 36 6.3 Effect of Termination 36 Page ARTICLE 7 INDEMNIFICATION 37 7.1 Indemnification by Seller 37 7.2 Indemnification by Purchaser and Merger Sub 39 7.3 Survival of Representations and Warranties Warranties; Reliance 40 7.4 No Duplication; Exclusive Remedy 40 7.5 Determination of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y Losses 40 ARTICLE 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 MISCELLANEOUS 40 8.1 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Section 5.1 Interpretation 12 Section 5.2 Termination 13 Section 5.3 Actions 40 8.2 Expenses 41 8.3 Entire Agreement 41 8.4 Descriptive Headings 41 8.5 Notices 41 8.6 Governing Law 42 8.7 Assignability 42 8.8 Waivers 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-Amendments 42 8.9 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 Rights 42 8.10 Public Announcements 42 8.11 Counterparts 43 8.12 Guaranty by Xxxxx 43 MERGER AND ASSET PURCHASE 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 THIS MERGER AND ASSET PURCHASE AGREEMENT VOTING AGREEMENT, is dated as of March 11February 16, 2012 2007 (this “Agreement”), ) by and among Youku Country Coach Holdings LLC, a Delaware limited liability company (“Purchaser”), Country Coach Merger LLC, a Delaware limited liability company (“Merger Sub”), Xxxxx Investment Management, LLC, a Delaware limited liability company (“Xxxxx”), on one hand, and National R.V. Holdings, Inc., an exempted company with limited liability incorporated under a Delaware corporation (the laws of the Cayman Islands (“Company YSeller”), and the Person listed on Schedule 1 hereto Country Coach, Inc., an Oregon corporation (the “Company T ShareholderCompany”), on the other. Capitalized terms not otherwise defined in this Agreement are used as defined in Appendix A hereto.

TABLE OF CONTENTS. 2 PARAGRAPH PAGE 3 Title Page ARTICLE I GENERAL 3 Section 1.1 Defined 1 4 Table of Contents 2 5 Referenced Contract Provisions 4 6 I. Acronyms 5 7 II. Alteration of Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant 9 8 III. Assignment of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations Debts 10 9 IV. Compliance 10 10 V. Confidentiality 14 11 VI. Conflict of Interest 15 12 VII. Debarment and Warranties Suspension Certification 15 13 VIII. Delegation, Assignment and Subcontracts 15 14 IX. Dispute Resolution 17 15 X. Employee Eligibility Verification 18 16 XI. Facilities, Payments and Services 18 17 XII. Indemnification and Insurance 19 18 XIII. Inspections and Audits 23 19 XIV. Licenses and Laws 24 20 XV. Literature, Advertisements and Social Media 25 21 XVI. Maximum Obligation 26 22 XVII. Minimum Wage Laws 26 23 XVIII. Nondiscrimination 26 24 XIX. Notices 29 25 XX. Notification of the Company T Shareholder 7 Section 3.2 Representations Death 29 26 XXI. Notification of Public Events and Warranties Meetings 30 27 XXII. Records Management and Maintenance 30 28 XXIII. Research and Publication 32 29 XXIV. Severability 32 30 XXV. Special Provisions 32 31 XXVI. Status 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, etcContractor 33 32 XXVII. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Term 33 33 XXVIII. Termination 33 34 XXIX. Third Party Beneficiary 35 35 XXX. Waiver of Appraisal Default or Breach 35 36 Signature Page 37 37 // 1 TABLE OF CONTENTS (Continued) 2 3 EXHIBIT A PAGE 4 I. Common Terms and Dissenters’ Rights Definitions 1 5 II. Housing Navigation and Sustainability Services to Non-Behavioral Health Involved Clients 4 6 III. Administrator Obligations 8 7 IV. Committee/Groups 8 8 V. Payments 9 9 VI. Reports 11 Section 4.8 10 VII. Staffing 12 11 12 EXHIBIT B PAGE 13 I. Information Privacy and Security Requirements 1 14 II. Definitions 1 15 III. Disclosure Restrictions 3 16 IV. Use Restriction 3 17 V. Safeguards 3 18 VI. Security 3 19 VII. Security Officer 4 20 VIII. Training 4 21 IX. Employee Discipline 4 22 X. Breach and Security Incident Responsibilities 4 23 XI. 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 Disclosures for Requests for Accounting. 7 24 XII. Requests for County PCI by Third Parties 7 26 XIV. Return or Destruction of County PCI on Expiration or 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 8 28 XVI. Assistance in Litigation or Administrative Proceedings 8 29 XVII. No Third-Third Party Beneficiaries 9 30 XVIII. Interpretation 9 31 XIX. Survival 9 32 33 ATTACHMENT 1 to EXHIBIT B 34 I. Contractor Data Security Standards 1 35 // 36 // 37 // 1 REFERENCED CONTRACT PROVISIONS 2 3 Term: February 26, 2020 through December 31, 2020 4 Period One means the period from February 26, 2020 through June 30, 2020 5 Period Two means the period from July 1, 2020 through December 31, 2020 6 Period Three means the period from January 1, 2021 through December 31, 2021 7 8 Maximum Obligation: 9 Period One Maximum Obligation: $ 140,923.91 10 Period Two Maximum Obligation: $1,438,559.94 11 Period Three Maximum Obligation: $1,579,483.85 12 TOTAL MAXIMUM OBLIGATION: $3,000,000.00 13 Aggregate Maximum Obligation: $6,107,520 15 Section 5.9 Severability 15 Section 5.10 Rules Basis for Reimbursement: Combination - Negotiated Rate and Actual Cost 16 17 Payment Method: Monthly in Arrears 19 CONTRACTOR DUNS Number: «DUNS_NUMBER» 20 21 CONTRACTOR TAX ID Number: «TAX_ID» 23 Notices to COUNTY and CONTRACTOR: 24 25 COUNTY: County 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 4Orange 26 Health Care Agency 27 Contract Services 28 000 Xxxx 0xx Xxxxxx, 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 AGREEMENTXxxxx 000 00 Xxxxx Xxx, dated as of March 11XX 00000-0000 «CONTRACTOR_STATE» «CONTRACTOR_ADDRESS_1», 2012 (this “Agreement”)31 CONTRACTOR: «CONTRACTOR_NAME_LC» 32 «CONTRACTOR_ADDRESS_2» 33 «CONTRACTOR_CITY», by and among Youku Inc.«CONTRACTOR_ZIP» 34 Attention: «CONTACT_NAME», an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule «CONTACT_TITLE» 36 // 37 // E-Mail Address: «CONTACT_EMAIL_ADDRESS» 1 hereto (the “Company T Shareholder”).//

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section DEFINITIONS 2 1.1 Defined Terms 3 2 ARTICLE II VOTING 5 Section INTERCREDITOR PROVISIONS 11 2.1 Agreement Standstill 11 2.2 Prohibition on Contesting Liens 12 2.3 Amendments to Vote 5 Section 2.2 Grant of Proxy 6 Loan Documents 13 2.4 Certain General Intercreditor Matters 13 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section THE COLLATERAL AGENCY 14 3.1 Representations and Warranties Appointment 14 3.2 Exercise of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 Powers 14 ARTICLE IV OTHER COVENANTS 9 Section SHARED SECURITY DOCUMENTS 14 4.1 Prohibition on Transfers General Relation to Security Documents 14 4.2 Power of Company T Shares 9 Section 4.2 Prohibition on Transfers Attorney 15 4.3 Certain Rights After Event of Company Y Shares 9 Section 4.3 Additional Shares 10 Section Default 15 4.4 Share DividendsRight to Initiate Judicial Proceedings 16 4.5 Right to Appoint a Receiver 16 4.6 Remedies Not Exclusive, etc. 10 Section 4.5 16 4.7 Certain Waivers 17 4.8 No Solicitation 10 Section 4.6 New Liens 18 4.9 Limitation on Collateral Agent’s Duty in Respect of Collateral 18 4.10 Fees, Taxes, etc. 18 4.11 Maintenance of Liens 19 4.12 Further Assurances 19 ARTICLE V DISTRIBUTIONS 19 5.1 Collateral Account 19 5.2 Investment 20 5.3 Deposits 20 5.4 Distributions 20 5.5 Calculations 21 5.6 Application of Monies 21 ARTICLE VI THE COLLATERAL AGENT 22 6.1 General Nature of Duties 22 6.2 General Exculpation 23 6.3 Certain Disclaimers 23 6.4 Right to Require Indemnity 23 6.5 Delegation of Duties 23 6.6 Reliance, etc. 24 6.7 Representations, etc. 24 6.8 Disclosure 24 6.9 Collateral Agent in Individual Capacity 25 6.10 Moneys to be Held As Agent 25 6.11 Responsible Parties 25 6.12 Intentionally Omitted 25 6.13 Expenses 25 6.14 Indemnity 25 6.15 Indemnification by Secured Creditors 26 6.16 Collateral Agent Obligations 26 6.17 Successor Collateral Agent 26 6.18 Co-Collateral Agent 28 6.19 Delivery of Documents 28 ARTICLE VII MISCELLANEOUS 28 7.1 Amendments, Supplements and Waivers 28 7.2 Notices 29 7.3 No Inconsistent Agreements 10 Section 4.7 Implied Waiver; Cumulative Remedies 29 7.4 Severability 29 7.5 Prior Understandings 30 7.6 Survival 30 7.7 Counterparts 30 7.8 Termination of Liens 30 7.9 Successors and Assigns 30 7.10 Governing Law 30 7.11 Waiver of Appraisal and Dissenters’ Rights 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration Right to Trial by Jury 31 7.12 Several Obligations 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 ThirdControlled-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 Non Profits 31 INTERCREDITOR AND COLLATERAL AGENCY 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 This INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT, dated as of March 11September 20, 2012 2004, and entered into by and among STONEMOR GP LLC, a Delaware limited liability company (this the “AgreementGeneral Partner”), by and among Youku Inc.STONEMOR PARTNERS L.P., an exempted company with a Delaware limited partnership (the “Partnership”), STONEMOR OPERATING LLC, a Delaware limited liability incorporated under company (the laws “Operating Company”), the subsidiaries of the Cayman Islands Operating Company party to the Loan Documents (as defined below) (together with the Operating Company, each individually a “Borrower” and collectively, the “Borrowers”), the Lenders, the Noteholders, and FLEET NATIONAL BANK, a Bank of America company, a national banking association (“Company YFleet”), in its capacity as administrative agent for the Lender Creditors (as defined below) (together with its successors and assigns from time to time, the “Administrative Agent”), and in its capacity as collateral agent for the Person listed on Schedule 1 hereto Secured Creditors (as defined below) (together with its successors and assigns from time to time, the “Company T ShareholderCollateral Agent”).

TABLE OF CONTENTS. Page ARTICLE I GENERAL 1 - DEFINITIONS AND INTERPRETATION 1 1.1 Definitions 1 1.2 Interpretation 12 ARTICLE 2 - PURCHASE AND SALE TRANSACTION 12 2.1 Purchase and Sale 12 2.2 No Financing Contingency 13 2.3 Seller Financing 13 ARTICLE 3 Section 1.1 Defined Terms 3 - PURCHASE PRICE 13 3.1 Extension Deposit 13 3.2 Cash at Closing 13 ARTICLE II VOTING 4 - DUE DILIGENCE 14 4.1 As Is Sale 14 4.2 Release from Liability 14 4.3 Intentionally Omitted 15 4.4 Acknowledgment 15 ARTICLE 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant - ADJUSTMENTS AND PRORATIONS 15 5.1 Rent 15 5.2 Security Deposits 16 5.3 Real Estate Taxes, Other Taxes and Special Assessments 16 5.4 Special Assessments 17 5.5 Operating Expenses 17 5.6 Prepaid Expenses 17 5.7 Intentionally Omitted 17 5.8 Other Customary Prorations 17 5.9 Closing Costs 17 5.10 Calculation of Proxy Adjustments and Prorations 18 ARTICLE 6 - CLOSING 19 6.1 Closing Date 19 6.2 Payment of Purchase Price 19 6.3 Seller’s Closing Deliveries 20 6.4 Buyer’s Closing Deliveries 21 ARTICLE III 7 - REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and 22 7.1 Buyer’s Warranties of the Company T Shareholder 7 Section 3.2 Representations and 22 7.2 Seller’s Warranties of Company Y 23 7.3 General Provisions 26 7.4 No Consequential Damages 27 7.5 Remedies 27 7.6 Indemnity Escrow Funds 29 ARTICLE 8 - COVENANTS 29 8.1 Publicity 29 8.2 Brokers 29 8.3 Tax Matters 29 8.4 Audited Financials 30 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 - MISCELLANEOUS 30 9.1 Assignment 30 9.2 Integration; Waiver; 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 Bulk Sales Compliance 31 9.3 Governing Law and Venue 13 Section 5.4 31 9.4 Captions Not Binding; Exhibits 31 9.5 Binding Effect 31 9.6 Severability 31 9.7 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; 31 9.8 Counterparts 32 9.9 No Recordation 32 9.10 Limitation of Liability 33 9.11 Construction 33 9.12 Time of Essence 33 9.13 Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 of Jury Trial 33 9.14 No Third-Presumption Regarding Drafting 33 9.15 Facsimile Signatures 33 9.16 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 33 9.17 Prior Agreements 34 PURCHASE AND SALE 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 THIS PURCHASE AND SALE AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”)) is executed as of September 30, 2016, by and among Youku Inc.between Firebird SFE I, an exempted company with LLC, a Delaware limited liability incorporated under the laws of the Cayman Islands company (“Company YSeller”), and the Person listed on Schedule 1 hereto Altisource Residential, L.P., a Delaware limited partnership (the “Company T ShareholderBuyer”).

TABLE OF CONTENTS. Page ARTICLE Article I GENERAL PURCHASE AND SALE OF COMMON STOCK 1 Section 1.1 Purchase and Sale of Stock 1 Section 1.2 Effective Date; Settlement Dates 1 Section 1.3 Reservation of Common Stock 2 Section 1.4 Current Report; Prospectus Supplement 2 Article II FIXED REQUEST TERMS; OPTIONAL AMOUNT 3 Section 1.1 Defined Terms 2.1 Fixed Request Notice 3 ARTICLE II VOTING Section 2.2 Discount Price 4 Section 2.3 Share Calculation 4 Section 2.4 Limitation of Fixed Requests 4 Section 2.5 Reduction of Commitment 5 Section 2.1 Agreement to Vote 2.6 Below Floor Price 5 Section 2.2 Grant 2.7 Purchaser Confirmation; Settlement 5 Section 2.8 Reduction of Proxy Pricing Period 6 ARTICLE Section 2.9 Optional Amount 7 Section 2.10 Calculation of Optional Amount Shares 8 Section 2.11 Exercise of Optional Amount 8 Section 2.12 Blackout Periods 8 Section 2.13 Commitment Shares 9 Article III REPRESENTATIONS AND WARRANTIES 7 OF THE INVESTOR 10 Section 3.1 Representations Organization and Warranties Standing of the Investor 10 Section 3.2 Authorization and Power 10 Section 3.3 No Conflicts 11 Section 3.4 Information 11 Article IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY 11 Section 4.1 Organization, Good Standing and Power 12 Section 4.2 Authorization, Enforcement 12 Section 4.3 Capitalization 12 Section 4.4 Issuance of Securities 13 Section 4.5 No Conflicts 13 Section 4.6 Commission Documents, Financial Statements 13 Section 4.7 Subsidiaries 15 Section 4.8 No Material Adverse Effect 15 Section 4.9 No Undisclosed Liabilities 15 Section 4.10 No Undisclosed Events or Circumstances 15 Section 4.11 Indebtedness 15 Section 4.12 Title To Assets 16 Section 4.13 Actions Pending 16 Section 4.14 Compliance With Law 17 Section 4.15 Certain Fees 17 Section 4.16 Operation of Business 17 Section 4.17 Environmental Compliance 18 Section 4.18 Material Agreements 19 Section 4.19 Transactions With Affiliates 19 Section 4.20 Securities Act 20 Section 4.21 Employees 21 Section 4.22 Use of Proceeds 22 Section 4.23 Investment Company Act Status 22 Section 4.24 ERISA 22 Section 4.25 Taxes 22 Section 4.26 Insurance 23 Section 4.27 U.S. Real Property Holding Corporation 23 Section 4.28 Listing and Maintenance Requirements; DTC Eligibility 23 Section 4.29 Foreign Corrupt Practices Act 23 Section 4.30 Money Laundering Laws 23 Section 4.31 OFAC 24 Section 4.32 Manipulation of Price 24 Section 4.33 Acknowledgement Regarding Investor's Acquisition of Securities 24 Section 4.34 Foreign Private Issuer.. 24 Article V COVENANTS 24 Section 5.1 Securities Compliance; FINRA Filing 25 Section 5.2 Registration and Listing 26 Section 5.3 Compliance with Laws. 26 Section 5.4 Due Diligence 27 Section 5.5 Limitations on Holdings and Issuances 27 Section 5.6 Subsequent Issuances; No Exchanges; No Frustration and Other Financings. 28 Section 5.7 Stop Orders 32 Section 5.8 Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. 33 Section 5.9 Prospectus Delivery 34 Section 5.10 Selling Restrictions. 35 Section 5.11 Effective Registration Statement 35 Section 5.12 Non-Public Information 36 Section 5.13 Broker/Dealer 36 Section 5.14 Earnings Statement 37 Section 5.15 Disclosure Schedule. 37 Article VI OPINION OF COUNSEL AND CERTIFICATE; CONDITIONS TO THE SALE AND PURCHASE OF THE SHARES 37 Section 6.1 Issuance of Initial Commitment Shares; Opinion of Counsel; Certificate 37 Section 6.2 Conditions Precedent to the Obligation of the Company T Shareholder 7 38 Section 3.2 Representations 6.3 Conditions Precedent to the Obligation of the Investor 39 Article VII TERMINATION 42 Section 7.1 Term, Termination by Mutual Consent 42 Section 7.2 Other Termination 43 Section 7.3 Effect of Termination 44 Article VIII INDEMNIFICATION 45 Section 8.1 General Indemnity. 45 Section 8.2 Indemnification Procedures 47 Article IX MISCELLANEOUS 48 Section 9.1 Fees and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Expenses. 48 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 Dividends9.2 Specific Enforcement, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Consent to Jurisdiction, Waiver of Appraisal Jury Trial. 49 Section 9.3 Entire Agreement; Amendment 50 Section 9.4 Notices 50 Section 9.5 Waivers 51 Section 9.6 Headings; Construction 51 Section 9.7 Successors and Dissenters’ Rights 11 Assigns 51 Section 4.8 Documentation and Information 11 9.8 Governing Law 52 Section 4.9 Registration of ADS 11 9.9 Survival 52 Section 4.10 9.10 Counterparts 52 Section 9.11 Publicity 52 Section 9.12 Severability 53 Section 9.13 No Third Party Beneficiaries 53 Section 9.14 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 53 Annex A. Definitions COMMON STOCK PURCHASE 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 This COMMON STOCK PURCHASE AGREEMENT, dated made and entered into as of March 11, 2012 the 17th day of February 2017 (this “"Agreement”"), by and among Youku Inc.between Kalani Investments Limited, an exempted a company with limited liability incorporated organized and existing under the laws of the Cayman British Virgin Islands (“Company Y”together with its investment managers and investment advisors, the "Investor"), DryShips Inc., a corporation organized and existing under the Person listed on Schedule 1 hereto laws of the Republic of the Xxxxxxxx Islands (the “Company T Shareholder”"Company") and, solely with respect to Section 2.14, Xxxxxxx Ventures Limited, a company organized and existing under the laws of the British Virgin Islands ("Xxxxxxx"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex A hereto.

TABLE OF CONTENTS. Page ARTICLE I GENERAL LIST OF SCHEDULES v LIST OF EXHIBITS vii 1. DEFINITIONS 1 2. PURCHASE AND SALE OF ASSETS 3 Section 1.1 Defined Terms 2.1 Assets To Be Purchased 3 ARTICLE II VOTING 2.2 Excluded Assets 5 Section 2.1 Agreement to Vote 2.3 Non-Assignable Contracts 5 Section 2.2 Grant of Proxy 3. PURCHASE PRICE; PAYMENT 6 ARTICLE III 3.1 Purchase Price 6 3.2 Payment 7 4. ASSUMPTION OF OBLIGATIONS AND LIABILITIES 7 4.1 Liabilities and Obligations Assumed 7 4.2 Excluded Liabilities and Obligations 7 5. REPRESENTATIONS AND WARRANTIES 7 Section 3.1 OF SELLER AND THE SELLER SHAREHOLDERS 9 5.1 Shareholders of Seller; Corporate Records 9 5.2 Financial Statements 9 5.3 Undisclosed Liabilities 10 5.4 Accounts Receivable 10 5.5 Material Adverse Changes 10 5.6 Litigation 13 5.7 Compliance: Governmental Authorizations 13 5.8 Due Organization 13 5.9 Taxes 14 5.10 Agreements 15 5.11 Title to Property and Related Matters 15 5.12 Patents, Trademarks, Licenses 16 5.13 Due Authorization 16 5.14 Brokerage Fees 17 5.15 Obligation of the Seller Shareholders 17 5.16 Approvals Required 17 5.17 Employee; Benefit Plans 17 5.18 Environmental Matters 20 5.19 Insurance 20 5.20 Customers 21 5.21 Approval 22 5.22 Contractors 22 5.23 Change in Business 22 5.24 Licenses and Permits 22 5.25 Related Party Transactions 23 5.26 The Premises 23 5.27 Improper Payments 25 5.28 Tax Consequences 25 5.29 Seller 25 5.30 Business 25 5.31 Full Disclosure 25 5.32 Investment Representation 25 6. REPRESENTATIONS AND WARRANTIES OF BUYER 26 6.1 Due Organization 26 6.2 Due Authorization 26 6.3 Brokerage Fees 27 6.4 Approval 27 6.5 No Approvals Required 27 6.6 Full Disclosure 27 6.7 Tax Consequences 27 7. COVENANTS OF THE PARTIES 28 7.1 Disclosure Documents 28 7.2 Access to Information 28 7.3 Confidentiality 28 7.4 Nondisclosure 29 7.5 Public Announcements 30 7.6 Consents 30 7.7 Filings 30 7.8 All Reasonable Efforts 30 7.9 Notification of Certain Matters 30 7.10 Bonuses and Fees 30 7.11 Documents at Closing 31 7.12 Interim Operations of Seller 31 7.13 Restricted Stock 31 7.14 Prohibition on Trading in Buyer Stock 31 7.15 Independent Contractors 32 7.16 Expenses 32 7.17 Conduct of Seller’s Business Following the Closing Date 32 7.18 Parties’ Access to Records After Closing 33 7.19 Prorations 33 7.20 Bulk Sales and Transfer Taxes 34 7.21 Competing Offers 34 7.22 Further Assurances; Post Closing Assistance 35 8. THE CLOSING 35 8.1 Time and Place 35 8.2 Deliveries by Seller 35 8.3 Deliveries by the Buyer 38 9. INDEMNIFICATION 39 9.1 Escrow Agreement 39 iii 9.2 Escrow Events 40 9.3 Limitations on Indemnification 42 9.4 Buyer 43 9.5 Methods of Asserting Claims for Indemnification 43 10. TERMINATION 44 11. MEDIATION/ARBITRATION 45 12. NOTICES 46 13. MISCELLANEOUS 46 13.1 Nature of Representations and Warranties 46 13.2 Survival 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 46 13.3 Entire Agreement 15 Section 5.8 47 13.4 Amendment 47 13.5 Assignment 47 13.6 Choice of Law 47 13.7 Headings 47 13.8 Construction 47 13.9 Effect of Waiver 47 13.10 Severability 47 13.11 Binding Nature 47 13.12 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 48 13.13 Counterparts 48 13.14 Facsimile Signature 48 13.15 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 48 LIST 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”).SCHEDULES

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 1 DEFINITIONS AND INCORPORATION BY REFERENCE 2 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 1.01 Definitions 2 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 1.02 Other Definitions 7 Section 3.1 Representations 1.03 Incorporation by Reference of Trust Indenture Act 7 Section 1.04 Rules of Construction 8 ARTICLE 2 THE SECURITIES 8 Section 2.01 Issuable in Series 8 Section 2.02 Establishment of Terms of Series of Securities 8 Section 2.03 Execution and Warranties Authentication 11 Section 2.04 Registrar and Paying Agent 12 Section 2.05 Paying Agent to Hold Money in Trust 12 Section 2.06 Holder Lists 13 Section 2.07 Transfer and Exchange 13 Section 2.08 Replacement Securities 13 Section 2.09 Outstanding Securities 14 Section 2.10 Treasury Securities 14 Section 2.11 Temporary Securities 14 Section 2.12 Cancellation 15 Section 2.13 Persons Deemed Owners 15 Section 2.14 Defaulted Interest 15 Section 2.15 Global Securities 16 Section 2.16 CUSIP Numbers 17 ARTICLE 3 REDEMPTION 17 Section 3.01 Notices to Trustee 17 Section 3.02 Selection of Securities to be Redeemed 17 Section 3.03 Notice of Redemption 18 Section 3.04 Effect of Notice of Redemption 19 Section 3.05 Deposit of Redemption Price 19 Section 3.06 Securities Redeemed in Part 19 ARTICLE 4 COVENANTS 19 Section 4.01 Payment of Securities 19 Section 4.02 Reports 20 Section 4.03 Compliance Certificate 21 Section 4.04 Stay, Extension and Usury Laws 21 Section 4.05 Corporate Existence 21 ARTICLE 5 SUCCESSORS 22 Section 5.01 Merger, Consolidation, or Sale of Assets 22 Section 5.02 Successor Corporation Substituted 23 ARTICLE 6 DEFAULTS AND REMEDIES 23 Section 6.01 Events of Default 23 Section 6.02 Acceleration 24 Section 6.03 Collection of Suit by Trustee 24 Section 6.04 Trustee May File Proofs of Claim 25 Section 6.05 Trustee May Enforce Claims Without Possession of Securities 25 Section 6.06 Application of Money Collected 25 Section 6.07 Limitation on Suits 26 Section 6.08 Unconditional Right of Holders to Receive Principal and Interest 26 Section 6.09 Restoration of Rights and Remedies 27 Section 6.10 Rights and Remedies Cumulative 27 Section 6.11 Delay or Omission Not Waiver 27 Section 6.12 Control by Holders 27 Section 6.13 Waiver of Past Defaults 28 Section 6.14 Undertaking for Costs 28 ARTICLE 7 TRUSTEE 28 Section 7.01 Duties of Trustee 28 Section 7.02 Rights of Trustee 29 Section 7.03 Individual Rights of Trustee 31 Section 7.04 Trustee’s Disclaimer 31 Section 7.05 Notice of Defaults 31 Section 7.06 Reports by Trustee to Holders of the Company T Shareholder 7 Securities 31 Section 3.2 Representations 7.07 Compensation and Warranties Indemnity 31 Section 7.08 Replacement of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Trustee 32 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 Dividends7.09 Successor Trustee by Merger, etc. 33 Section 7.10 Eligibility; Disqualification 34 Section 7.11 Preferential Collection of Claims Against Company 34 ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 34 Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance 34 Section 8.02 Legal Defeasance and Discharge 34 Section 8.03 Covenant Defeasance 35 Section 8.04 Conditions to Legal or Covenant Defeasance 35 Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions 37 Section 8.06 Repayment to Company 37 Section 8.07 Reinstatement 38 ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER 38 Section 9.01 Without Consent of Holders of Securities 38 Section 9.02 With Consent of Holders of Securities 39 Section 9.03 Compliance with Trust Indenture Act 41 Section 9.04 Revocation and Effect of Consents 41 Section 9.05 Notation on or Exchange of Securities 41 Section 9.06 Trustee to Sign Amendments, etc. 41 ARTICLE 10 SECURITY GUARANTEES 41 Section 4.5 10.01 Security Guarantees 41 Section 10.02 Limitation on Guarantor Liability 43 Section 10.03 Execution and Delivery of Security Guarantee 43 Section 10.04 Releases 44 ARTICLE 11 SATISFACTION AND DISCHARGE 44 Section 11.01 Satisfaction and Discharge 44 Section 11.02 Application of Trust Money 45 ARTICLE 12 MISCELLANEOUS 46 Section 12.01 Trust Indenture Act Controls 46 Section 12.02 Notices 46 Section 12.03 Communication by Holders with Other Holders 47 Section 12.04 Certificate and Opinion as to Conditions Precedent 47 Section 12.05 Statements Required in Certificate or Opinion 48 Section 12.06 Rules by Trustee and Agents 48 Section 12.07 No Solicitation 10 Personal Liability of Directors, Officers, Employees and Stockholders 48 Section 4.6 No Inconsistent Agreements 10 12.08 Counterparts 48 Section 4.7 12.09 Legal Holidays 48 Section 12.10 Governing Laws 48 Section 12.11 Waiver of Appraisal and Dissenters’ Rights 11 Jury Trial 49 Section 4.8 Documentation and Information 11 12.12 No Adverse Interpretation of Other Agreements 49 Section 4.9 Registration 12.13 Successors 49 Section 12.14 Severability 49 Section 12.15 Table of ADS 11 Contents, Headings, Etc. 49 Section 4.10 Further Assurances 11 12.16 Securities in a Foreign Currency or in ECU 49 Section 12.17 Judgment Currency 50 Section 12.18 Force Majeure 51 Section 12.19 U.S.A. Patriot Act 51 Section 12.20 Beneficiaries of this Indenture 51 ARTICLE V MISCELLANEOUS 12 13 SINKING FUNDS 51 Section 5.1 Interpretation 12 13.01 Applicability of Article 51 Section 5.2 Termination 13 13.02 Satisfaction of Sinking Fund Payments with Securities 51 Section 5.3 Governing Law and Venue 13 13.03 Redemption of Securities for Sinking Fund 52 EXHIBITS Exhibit A Form of Notation of Guarantee CROSS-REFERENCE TABLE* Trust Indenture Act Section 5.4 Notices 14 Indenture 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 310(a)(1) 7.10 (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”).a)(2) 7.10

TABLE OF CONTENTS. Page ARTICLE CHAPTER I GENERAL 3 Section DEFINITIONS AND RULES FOR CONSTRUAL 2 1.1 Definitions 2 1.2 Terms Defined Terms 3 ARTICLE Elsewhere 8 1.3 Rules for Construal 10 CHAPTER II VOTING 5 Section PURPOSE, BENEFITS AND ECONOMIC BASIS OF THE REORGANIZATION 11 2.1 Purpose of the Reorganization Agreement 11 2.2 Reorganization Benefits 11 2.3 Economic Basis of Reorganization 12 2.4 Valuation Adjustment 12 CHAPTER III PRE-CLOSING STEPS; CLOSING AND IMPLEMENTATION 14 3.1 Pre-Closing Steps 14 3.2 Closing of the Reorganization 15 3.3 Post-Closing Measures 18 3.4 Transactions Interdependent 20 3.5 Further Assurances 20 CHAPTER IV CONDITIONS PRECEDENT TO THE CLOSING 20 4.1 Conditions to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III Each Party’s Obligations to Consummate the Reorganization 20 4.2 Conditions Precedent to Via Varejo’s Obligation to Consummate the Reorganization 21 4.3 Conditions Precedent to Cnova NV’s and Cnova Brazil’s Obligation to Consummate the Reorganization 21 5.1 Due Diligence 22 CHAPTER VI REPRESENTATIONS AND WARRANTIES 7 Section 3.1 22 6.1 Representations and Warranties by the Parties 22 6.2 Representations and Warranties of Cnova NV 23 CHAPTER VII INDEMNIFICATION OBLIGATIONS 30 7.1 Indemnification by Cnova NV 30 7.2 Indemnification by Xxx Xxxxxx 00 7.3 Limitations 32 7.4 Exceptions to the Company T Shareholder 7 Section 3.2 Representations and Warranties Limitations 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 Liability 34 7.5 Indemnification Procedure 34 7.6 Exclusivity; 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”).Double Recovery 36

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 1 Section 1.1 Defined Terms 3 1 ARTICLE II VOTING 5 3 Section 2.1 Agreement to Vote 5 3 Section 2.2 Grant of Proxy 6 4 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 4 Section 3.1 Representations and Warranties of the Company T Shareholder 7 Stockholders 4 Section 3.2 Representations and Warranties of Company Y 8 Parent 6 ARTICLE IV OTHER COVENANTS 9 7 Section 4.1 Prohibition on Transfers of Company T Shares 9 7 Section 4.2 Prohibition on Transfers of Company Y Additional Shares 9 8 Section 4.3 Additional Shares 10 Stock Dividends, etc 8 Section 4.4 Share Dividends, etc. 10 No Solicitation 8 Section 4.5 No Solicitation 10 Inconsistent Agreements 8 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 9 Section 4.8 4.7 Documentation and Information 11 9 Section 4.9 Registration of ADS 11 Section 4.10 4.8 Further Assurances 11 9 ARTICLE V MISCELLANEOUS 12 10 Section 5.1 Interpretation 12 10 Section 5.2 Termination 13 11 Section 5.3 Governing Law and Venue 13 11 Section 5.4 Notices 14 Submission to Jurisdiction; Service 11 Section 5.5 Amendment 14 Notices 12 Section 5.6 Amendment 12 Section 5.7 Extension; Waiver 15 13 Section 5.7 5.8 Entire Agreement 15 13 Section 5.8 5.9 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 13 Section 5.10 Severability 13 Section 5.11 Rules of Construction 15 Section 5.11 Assignment 16 13 Section 5.12 Assignment 14 Section 5.13 Specific Performance 16 Section 5.13 Company T Shareholder Capacity 16 14 Section 5.14 Stockholder Capacity 14 Section 5.15 No Ownership Interest 16 15 Section 5.15 Costs 5.16 Fees and Expenses 16 15 Section 5.16 5.17 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 15 Section 5.18 Several Obligations. 15 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 11(a) Agreement 3 Bankruptcy and Equity Exception 7 Preamble Beneficial Owner 4 11(b) Beneficial Ownership 4 11(b) Beneficially Own 4 11(b) Beneficially Owned 4 11(b) Chosen Courts 54 Common Stock 11(c) Company T 3 Recitals Company T ADSs 4 Company T Shareholder 3 Company T Shares 4 Company Y 3 Takeover Proposal 515(f)(i) control 4 11(d) controlled by 4 11(d) controlling 4 11(d) Covered Shares 5 Effective Time 7 Exchange Act 4 11(e) Existing Shares 5 Governmental Entities 8 11(f) family 11(g) Merger 3 Recitals Merger Agreement 3 Recitals Merger Sub 3 Recitals Parent Preamble Permitted Transfer 5 11(h) Stockholder Preamble Transfer 5 11(i) under common control with 4 11(d) VOTING AGREEMENT VOTING AGREEMENT, dated as of March October 11, 2012 2011 (this “Agreement”), by and among Youku Number Holdings, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands a Delaware corporation (“Company YParent”), and each of the Person persons listed on Schedule 1 hereto (the each, a “Company T ShareholderStockholder”).

TABLE OF CONTENTS. Page ARTICLE I GENERAL 1 THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 The Closing 2 ARTICLE 2 ARTICLES OF INCORPORATION AND BY-LAWS; DIRECTORS AND OFFICERS 2 Section 2.1 Articles of Incorporation of the Surviving Corporation 2 Section 2.2 By-Laws of the Surviving Corporation 2 Section 2.3 Board of Directors 2 Section 2.4 Officers 2 ARTICLE 3 EFFECT OF THE TRANSACTIONS ON CAPITAL STOCK 2 Section 3.1 Effect of the Merger on Capital Stock 2 Section 3.2 Payment 3 Section 1.1 Defined Terms 3 3.3 Treatment of Stock Plans 6 Section 3.4 Adjustments to Prevent Dilution 6 Section 3.5 Rule 16b-3 Approval 7 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 7 Section 3.1 Representations and Warranties of the Company T Shareholder 4.1 Existence; Good Standing; Corporate Authority 7 Section 3.2 Representations 4.2 Authorization, Validity and Warranties Effect of Company Y Agreements 7 Section 4.3 Capitalization 8 ARTICLE IV OTHER COVENANTS Section 4.4 Subsidiaries 9 Section 4.1 Prohibition on Transfers of Company T Shares 4.5 Compliance with Laws; Permits 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 Real Property 10 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 No Conflict 10 Section 4.8 Documentation and Information SEC Documents 11 Section 4.9 Registration of ADS 11 Litigation 12 Section 4.10 Further Assurances 11 Absence of Certain Changes 13 Section 4.11 Taxes 13 Section 4.12 Employee Benefit Plans 14 Section 4.13 Labor Matters 16 Section 4.14 Environmental Matters 16 Section 4.15 Intellectual Property 18 Section 4.16 Decrees, Etc. 19 Section 4.17 Insurance 19 Section 4.18 No Brokers 19 Section 4.19 Opinion of Financial Advisor 19 Section 4.20 Vote Required 19 Section 4.21 Certain Contracts 19 Section 4.22 Takeover Statutes; Rights Plans 20 Section 4.23 Title, Ownership and Related Matters 20 Section 4.24 Proxy Statement 21 Section 4.25 Transactions with Affiliates 21 Section 4.26 FCPA 21 ARTICLE V MISCELLANEOUS 12 5 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 21 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 ExtensionExistence; 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 CounterpartsGood Standing; 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”).Corporate Authority 22

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 DEFINITIONS 1 Section 1.1 1.01 Certain Defined Terms 3 1 ARTICLE II VOTING 5 PURCHASE AND SALE 7 Section 2.1 Agreement to Vote 5 2.01 Purchase and Sale of the Shares 7 Section 2.2 Grant of Proxy 6 2.02 Purchase Price 7 ARTICLE III THE CLOSING 7 Section 3.01 Closing 7 Section 3.02 Payments 8 Section 3.03 Buyer’s Additional Closing Date Deliveries 8 Section 3.04 Seller’s Additional Closing Date Deliveries 8 ARTICLE IV REPRESENTATIONS AND WARRANTIES 7 REGARDING SELLER 8 Section 3.1 Representations 4.01 Incorporation and Warranties Authority of Seller 8 Section 4.02 No Conflict 9 Section 4.03 Consents and Approvals 9 ARTICLE V REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY 9 Section 5.01 Incorporation and Authority 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 5.02 Capital Structure of Company T Shares 9 Section 4.2 Prohibition on Transfers the Company; Ownership and Transfer of Company Y Shares 9 Section 4.3 Additional the Shares 10 Section 4.4 Share Dividends, etc. 5.03 Statutory Statements; Absence of Undisclosed Liabilities 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver 5.04 Absence of Appraisal and Dissenters’ Rights Certain Changes 11 Section 4.8 Documentation and Information 5.05 Absence of Litigation 11 Section 4.9 Registration of ADS 5.06 Compliance with Laws 11 Section 4.10 Further Assurances 5.07 Governmental Licenses and Permits 11 ARTICLE V MISCELLANEOUS Section 5.08 Intellectual Property 12 Section 5.1 Interpretation 5.09 Environmental Matters 12 Section 5.2 Termination 5.10 Material Contracts 12 Section 5.11 Affiliate Transactions 13 Section 5.3 Governing Law and Venue 13 Section 5.4 Notices 5.12 Insurance Issued or Assumed by the Company 14 Section 5.5 Amendment 5.13 Reinsurance 14 Section 5.6 Extension5.14 Distributors and Brokers; Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries Administrators; Employees 14 Section 5.15 Investment Assets 15 Section 5.9 Severability 5.16 Insurance 15 Section 5.10 Rules of Construction 5.17 Property 15 Section 5.11 Assignment 5.18 Taxes 15 Section 5.19 Insurance-Product-Related Tax Matters 16 Section 5.12 Specific Performance 16 5.20 Regulatory Filings 17 Section 5.13 Company T Shareholder Capacity 16 5.21 Seller Guarantee 18 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”).5.22 NO OTHER REPRESENTATIONS OR WARRANTIES 18

TABLE OF CONTENTS. Page ARTICLE I GENERAL SALE OF MEMBERSHIP INTERESTS 1 Section 1.1 Sale of Membership Interests 1 Section 1.2 Adjustments to Purchase Price 1 Section 1.3 Pre-Closing Distribution of Cash 3 Section 1.1 Defined Terms 3 1.4 Closing Payment Holdback 4 Section 1.5 Time and Place of Closing 4 Section 1.6 Closing Deliveries 5 Section 1.7 Partial Refunds 6 Section 1.8 Option for Additional Capacity 7 Section 1.9 Release of Capacity 9 ARTICLE II VOTING 5 REPRESENTATIONS AND WARRANTIES OF THE SELLER 10 Section 2.1 Agreement to Vote 5 Organization 10 Section 2.2 Grant of Proxy 6 Authority and Approval 10 Section 2.3 No Conflict; Consents 11 Section 2.4 Capitalization; Title to Membership Interests 11 Section 2.5 Subsidiaries; Assets; Indebtedness 11 Section 2.6 Title to Properties; Pipeline Matters 12 Section 2.7 Litigation; Laws and Regulations 13 Section 2.8 Financial Information; No Undisclosed Liabilities 13 Section 2.9 No Adverse Changes 14 Section 2.10 Taxes; Tax Classification 14 Section 2.11 Environmental Matters 14 Section 2.12 Permits 15 Section 2.13 Contracts 15 Section 2.14 Employees and Employee Benefits 18 Section 2.15 Transactions with Affiliates 18 Section 2.16 Insurance 18 Section 2.17 Intellectual Property Rights 18 Section 2.18 Brokerage Arrangements 19 Section 2.19 Books and Records 19 Section 2.20 Accounts Receivable 19 Section 2.21 Throughput and Imbalances 19 Section 2.22 Performance Collateral 20 Section 2.23 Bank Accounts 20 Section 2.24 Waivers and Disclaimers 20 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 OF THE BUYER 21 Section 3.1 Representations Organization and Warranties Existence 21 Section 3.2 Authority and Approval 21 Section 3.3 No Conflict; Consents 21 Section 3.4 Brokerage Arrangements 22 Section 3.5 Investment Representation 22 Section 3.6 Access to Data 22 Section 3.7 Litigation 22 Table of Contents (Continued) Section 3.8 Waivers and Disclaimers 23 ARTICLE IV ADDITIONAL AGREEMENTS, COVENANTS, RIGHTS AND OBLIGATIONS 23 Section 4.1 Operation of the Company T Shareholder 7 Section 3.2 Representations Transferred Assets and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers of Company T Shares 9 Transferred Business 23 Section 4.2 Prohibition on Transfers of Company Y Shares 9 Access and Inspection Indemnity 24 Section 4.3 Additional Shares 10 Amendments to Schedules 25 Section 4.4 Share Dividends, etc. 10 Cure of Breach 25 Section 4.5 Cooperation; Further Assurances 26 Section 4.6 Maintenance of Records. From and after the Closing: 27 Section 4.7 Casualty Loss 28 Section 4.8 Insurance 28 Section 4.9 Return of Confidential Information 29 Section 4.10 No Solicitation 10 of Transactions 29 Section 4.6 No Inconsistent 4.11 Confidential Use of Information 29 Section 4.12 Delivery of Data Room Documents 30 Section 4.13 Cancellation of Intercompany Payables 30 Section 4.14 Financial Statements and Regulatory Filings 30 Section 4.15 MarkWest Agreements 10 31 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 4.16 Pressure Testing 31 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 11 4.17 FERC Filings; Compliance 31 ARTICLE V MISCELLANEOUS 12 CONDITIONS TO CLOSING 33 Section 5.1 Interpretation 12 Conditions to the Obligation of the Buyer 33 Section 5.2 Conditions to the Obligation of the Seller 34 ARTICLE VI TAX MATTERS 35 Section 6.1 Liability for Taxes 35 Section 6.2 Tax Returns 36 Section 6.3 Tax Audits 37 Section 6.4 Pre- and Post-Closing Actions; Post-Closing Assistance 38 Section 6.5 Transfer Taxes 38 Section 6.6 Final Purchase Price Allocation 38 Section 6.7 Like-Kind Exchange 39 Section 6.8 Survival 39 Section 6.9 Conflict 39 ARTICLE VII TERMINATION 40 Section 7.1 Events of Termination 13 40 Section 5.3 7.2 Effect of Termination 40 ARTICLE VIII INDEMNIFICATION UPON CLOSING 41 Section 8.1 Indemnification of the Buyer 41 Section 8.2 Indemnification of the Seller 41 Section 8.3 Survival 41 Section 8.4 Demands 42 Section 8.5 Right to Contest and Defend 42 Table of Contents (Continued) Section 8.6 Cooperation 43 Section 8.7 Right to Participate 44 Section 8.8 Payment of Damages 44 Section 8.9 Limitations on Indemnification 44 Section 8.10 Sole Remedy 45 ARTICLE IX MISCELLANEOUS 45 Section 9.1 Expenses 45 Section 9.2 Notices 45 Section 9.3 Governing Law and Venue 13 Jurisdiction 46 Section 5.4 Notices 14 9.4 Waiver of Jury Trial 46 Section 5.5 Amendment 14 9.5 Confidentiality; Public Statements 47 Section 5.6 Extension9.6 Entire Agreement; Waiver 15 Amendments and Waivers 47 Section 5.7 Entire Agreement 15 9.7 Binding Effect and Assignment 47 Section 5.8 9.8 Severability 48 Section 9.9 Interpretation 48 Section 9.10 Headings 48 Section 9.11 Multiple Counterparts; Electronic Signature 48 Section 9.12 Disclosure Schedules 49 Section 9.13 Specific Enforcement 49 Section 9.14 No Third-Third Party Beneficiaries 15 50 Section 5.9 Severability 15 9.15 Seller Parent Guaranty 50 Section 5.10 Rules 9.16 Buyer Parent Guaranty 52 ARTICLE X DEFINITIONS 53 Section 10.1 Definitions 53 Section 10.2 Construction 64 Exhibits: Exhibit A – Contribution Agreement Exhibit B – Form 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 and Assumption Agreement Exhibit C – Form of Amendments to Transportation Services Agreements (Existing Capacity) Exhibit D – Form of Amended and Restated Operation and Management Services Agreement Exhibit E – Targets Exhibit F – Form of Precedent Agreement (Option 1 and Option 2) Exhibit G – Pipeline Excavation Plan Exhibit H – Form of 35,821 Dth/d Transportation Agreement Disclosure Schedules: Schedule 2.3 — No Ownership Interest 16 Section 5.15 Costs Conflicts; Consents Schedule 2.6 — Title to Properties; Pipeline Matters Schedule 2.7 — Litigation; Laws and Expenses 16 Section 5.16 CounterpartsRegulations Schedule 2.8 — Financial Matters; 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”).No Undisclosed Liabilities

TABLE OF CONTENTS. Page ARTICLE I GENERAL Section 1 Premises; Term 2 Section 2 Tenant’s Use of and Access to the Premises 6 Section 3 Rent 6 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 4 Condition of the Company T Shareholder 7 Premises 11 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 5 Services 11 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 6 Waiver of Appraisal Certain Claims 18 Section 7 Insurance 19 Section 8 Mutual Release and Dissenters’ Waiver of Subrogation 20 Section 9 Holding Over 20 Section 10 Assignment and Subletting 21 Section 11 Use of Premises 21 Section 12 Repairs 24 Section 13 Destruction of Premises 25 Section 14 Condemnation 25 Section 15 Certain Rights 11 Reserved to Landlord 26 Section 4.8 Documentation 16 Landlord’s Remedies 27 Section 17 Late Charge 29 Section 18 Subordination of Lease 29 Section 19 Environmental Responsibilities 30 Section 20 Locks and Information 11 Keys 33 Section 4.9 Registration 21 Landlord’s Access and Assessment Rights 33 Section 22 Notices and Consents 33 Section 23 Intentionally Deleted Section 24 Invalidity of ADS 11 Particular Provisions 35 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 25 Confidentiality 35 Section 5.1 Interpretation 12 26 Miscellaneous Taxes 36 Section 5.2 Termination 13 27 Brokerage 36 Section 5.3 Governing Law and Venue 13 28 Force Majeure 36 Section 5.4 Notices 14 29 Parking 37 Section 5.5 Amendment 14 30 Indemnification 37 Section 5.6 Extension; Waiver 15 31 Special Stipulations 38 Section 5.7 Entire Agreement 15 32 Quiet Enjoyment 39 Section 5.8 No Third-Party Beneficiaries 15 33 Estoppel Certificate by Tenant 39 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 34 Survival of the Cayman Islands (“Company Y”), and Parties’ Obligations 39 Section 35 Surrender of the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Premises 40 Section 36 Authority 40 Section 37 Mechanic’s Liens 40 Section 38 Miscellaneous 40

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 DEFINITIONS 1 Section 1.1 Certain Defined Terms 3 1 Section 1.2 Table of Definitions 9 ARTICLE II VOTING 5 THE MERGER 11 Section 2.1 Agreement to Vote 5 The Merger 11 Section 2.2 Grant Closing; Effective Time 11 Section 2.3 Effects of Proxy 6 the Merger 12 Section 2.4 Certificate of Incorporation and Bylaws 12 Section 2.5 Directors; Officers 12 Section 2.6 Effect on Capital Stock. 12 Section 2.7 Company Warrant. 13 Section 2.8 Company Stock Options. 13 Section 2.9 Payment to Securityholders; Indebtedness; Escrow 14 Section 2.10 Withholding Rights 17 Section 2.11 Dissenting Shares 17 Section 2.12 Securityholder Representative 18 Section 2.13 Payments at Closing for Transaction Bonuses and Transaction Expenses 20 Section 2.14 Securityholders’ Expense Amounts 20 Section 2.15 Adjustments to Net Merger Consideration 21 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 OF THE COMPANY 22 Section 3.1 Organization and Qualification 23 Section 3.2 Authority 23 Section 3.3 No Conflict; Required Filings and Consents 24 Section 3.4 Capitalization 24 Section 3.5 Subsidiaries. 25 Section 3.6 Financial Statements; No Undisclosed Liabilities; Books and Records 25 Section 3.7 Absence of Certain Changes or Events 26 Section 3.8 Compliance with Law; Permits 27 Section 3.9 Litigation. 27 Section 3.10 Employee Benefit Programs 27 Section 3.11 Labor and Employment Matters 29 Section 3.12 Title to and Condition of Assets 30 Section 3.13 Real Property 30 Section 3.14 Intellectual Property 31 Section 3.15 Taxes. 33 Section 3.16 Environmental Matters 34 Section 3.17 Material Contracts 34 Section 3.18 Material Customers 35 Section 3.19 Affiliate Interests and Transactions 36 Section 3.20 Insurance 36 Section 3.21 Brokers 36 Section 3.22 Bank Accounts; Powers of Attorney 36 Section 3.23 Warranties 36 Section 3.24 No Additional Representations 37 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR AND MERGER SUB 37 Section 4.1 Organization 37 Section 4.2 Authority 37 Section 4.3 No Conflict; Required Filings and Warranties Consents 38 Section 4.4 Brokers 38 Section 4.5 Litigation 38 Section 4.6 Financing 38 Section 4.7 Formation and Ownership of Merger Sub; No Prior Activities 38 Section 4.8 Inspection; No Other Representations. 39 ARTICLE V COVENANTS 39 Section 5.1 Conduct 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 Business 39 Section 5.2 Termination 13 No Solicitations 40 Section 5.3 Governing Law and Venue 13 Public Announcements 42 Section 5.4 Notices 14 Indemnification 42 Section 5.5 Amendment 14 Employment Benefits 44 Section 5.6 Extension; Waiver 15 Conflicts and Privilege 44 Section 5.7 Entire Agreement 15 Stockholder Approval 45 Section 5.8 No ThirdNon-Party Beneficiaries 15 Consenting Stockholders 45 ARTICLE VI TAX MATTERS 45 Section 5.9 Severability 15 6.1 Cooperation in Tax Matters 45 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”).6.2 Straddle Period. 46

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 DEFINITIONS 2 ARTICLE II VOTING 5 EXCHANGE OF SHARES AND SHARE CONSIDERATION 8 Section 2.1 Agreement to Vote 5 2.01 Share Exchange 8 Section 2.2 Grant 2.02 Withholding 8 Section 2.03 Section 368 Reorganization 8 Section 2.04 Directors of Proxy 6 Acquiror at Closing Date 8 Section 2.05 Officers of Acquiror at Closing Date 8 ARTICLE III CLOSING DATE 9 Section 3.01 Closing Date 9 ARTICLE IV 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 OF THE ACQUIROR 9 Section 4.1 Prohibition on Transfers of Company T Shares 4.01 Organization and Qualification 9 Section 4.2 Prohibition on Transfers of Company Y Shares 4.02 Subsidiaries 9 Section 4.3 Additional Shares 4.03 Organizational Documents 9 Section 4.04 Authorization 9 Section 4.05 No Violation 10 Section 4.4 Share Dividends, etc. 4.06 Binding Obligations 10 Section 4.5 No Solicitation 4.07 Securities Laws 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver of Appraisal 4.08 Capitalization and Dissenters’ Rights Related Matters 11 Section 4.8 Documentation 4.09 Removed and Information 11 Section 4.9 Registration of ADS 11 Reserved 12 Section 4.10 Further Assurances 11 Certain Proceedings 12 Section 4.11 No Brokers or Finders 13 Section 4.12 Absence of Undisclosed Liabilities 13 Section 4.13 Changes 13 Section 4.14 Material Acquiror Contracts 14 Section 4.15 Employees 14 Section 4.16 Tax Returns and Audits 14 Section 4.17 Material Assets 15 Section 4.18 Litigation; Orders 15 Section 4.19 Licenses 15 Section 4.20 Interested Party Transactions 16 Section 4.21 Governmental Inquiries 16 Section 4.23 Title to Properties 17 Section 4.24 SEC Documents; Financial Statements 17 Section 4.25 Stock Option Plans; Employee Benefits 18 Section 4.26 Money Laundering Laws 18 Section 4.27 Board Recommendation 18 ARTICLE V MISCELLANEOUS 12 REPRESENTATIONS AND WARRANTIES OF THE ACQUIREE 18 Section 5.1 Interpretation 12 5.01 Organization and Qualification 18 Section 5.2 Termination 13 5.02 Subsidiaries 18 Section 5.3 Governing Law 5.03 Organizational Documents 18 Section 5.04 Authorization and Venue 13 Validity of this Agreement 18 Section 5.4 Notices 14 5.05 No Violation 19 Section 5.5 Amendment 14 5.06 Binding Obligations 19 Section 5.6 Extension; Waiver 15 5.07 Capitalization and Related Matters 19 Section 5.7 Entire Agreement 15 5.08 Acquiree Shareholder 20 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 5.09 Compliance with Laws and Other Instruments 20 Section 5.10 Rules of Construction 15 Certain Proceedings 20 Section 5.11 Assignment 16 No Brokers or Finders 21 Section 5.12 Specific Performance 16 Title to and Condition of Properties 21 Section 5.13 Company T Shareholder Capacity 16 Board Recommendation 21 Section 5.14 No Ownership Interest 16 Liabilities 21 Section 5.15 Costs and Expenses 16 Adverse Interest 21 Section 5.16 CounterpartsNo Material Adverse Effect 21 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE ACQUIREE SHAREHOLDER 21 Section 6.01 Generally 21 Section 6.02 Investment Representations 22 Section 6.03 Stock Legends 24 ARTICLE VII COVENANTS OF THE ACQUIROR 26 Section 7.01 SEC Documents 26 Section 7.02 Form 8-K 26 ARTICLE VIII COVENANTS AND AGREEMENTS OF THE PARTIES 26 Section 8.01 Corporate Examinations and Investigations 26 Section 8.02 Cooperation; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX Consents 27 Section 8.03 Conduct of Busines 27 Section 8.04 Litigation 27 Section 8.05 Notice of Default 27 Section 8.06 Public Disclosure 27 Section 8.07 Assistance with Post-Closing SEC Reports and Inquiries 27 ARTICLE IX CONDITIONS PRECEDENT OF DEFINED TERMS Term THE ACQUIROR 28 Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial 9.01 Accuracy of Representations 28 Section 9.02 No Force Majeure Event 28 Section 9.03 Consents 28 Section 9.04 Documents 29 Section 9.05 No Proceedings 29 Section 9.06 No Claim Regarding Stock 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 or Consideration 29 ARTICLE X CONDITIONS PRECEDENT OF THE ACQUIREE AND THE ACQUIREE SHAREHOLDER 30 Section 10.01 Accuracy 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”).Representations 30 Section 10.02 No Force Majeure Event 30 Section 10.03 Consents 30

TABLE OF CONTENTS. (Continued) Page Section 5.4 Power of Attorney 17 Section 5.5 Death, Bankruptcy, Etc. 18 Section 5.6 Encumbrance of Limited Partner’s Interest 18 ARTICLE I VI ALLOCATIONS AND DISTRIBUTIONS 18 Section 6.1 Allocation of Income, Gain, Loss and Deduction 18 Section 6.2 Distributions of Cash Flow 19 Section 6.3 Limitations on Allocations 20 Section 6.4 Distributions Upon Liquidation of Partnership 21 Section 6.5 Liquidation of Partner’s Interest 21 Section 6.6 In-Kind Distributions 22 Section 6.7 Additional Tax Allocation Provisions 22 Section 6.8 Withholding 23 ARTICLE VII FISCAL MATTERS 23 Section 7.1 Fiscal Year 23 Section 7.2 Books and Records 23 Section 7.3 Reports and Statements 24 Section 7.4 Audit 24 Section 7.5 Tax Returns 24 Section 7.6 Bank Accounts 24 Section 7.7 Tax Elections 25 ARTICLE VIII TRANSFERS 25 Section 8.1 Restriction on Transfers 25 Section 8.2 Transfers Requiring Consent 25 Section 8.3 Permitted Transfers to Specified Parties 25 Section 8.4 Assumption by Transferee 26 Section 8.5 Cost of Transfers 26 Section 8.6 Effect of Attempted Disposition in Violation of this Agreement 26 ARTICLE IX RESIGNATION, WITHDRAWAL AND REMOVAL OF GENERAL 3 PARTNER: ADMISSION OF NEW GENERAL PARTNER 27 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 9.1 Voluntary Resignation or Withdrawal of the Company T Shareholder 7 General Partner 27 Section 3.2 Representations 9.2 Substitute and Warranties Additional General Partners 27 Section 9.3 Admission of Company Y 8 a Successor General Partner 27 ARTICLE IV OTHER COVENANTS 9 X DISSOLUTION 28 Section 4.1 Prohibition on Transfers 10.1 Dissolution 28 Section 10.2 Wind-Up of Company T Shares 9 Affairs 29 ARTICLE XI MISCELLANEOUS 29 Section 4.2 Prohibition on Transfers of Company Y Shares 9 11.1 Amendments 29 Section 4.3 Additional Shares 10 11.2 Other Activities 29 Section 4.4 Share Dividends, etc. 10 11.3 Partition 29 -ii- TABLE OF CONTENTS (Continued) Page Section 4.5 No Solicitation 10 11.4 Notices 30 Section 4.6 No Inconsistent Agreements 10 11.5 Provisions Severable 30 Section 4.7 Waiver of Appraisal 11.6 Counterparts 30 Section 11.7 Headings 30 Section 11.8 Successors and Dissenters’ Rights 11 Assigns 30 Section 4.8 Documentation 11.9 APPLICABLE LAW 30 Section 11.10 NOTICE OF INDEMNIFICATION 30 EXHIBITS: “A” - Property Description “B” - Limited Partners Partnership Schedule “C” - Capital Contribution Amounts 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”).Dates

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 Article I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01 Definitions 1 SECTION 1.02 Other Definitions 4 SECTION 1.03 Incorporation by Reference 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 Trust Indenture Act 4 SECTION 1.04 Rules of Construction 5 Article II. THE SECURITIES 5 SECTION 2.01 Amount Unlimited; Issuable in Series 5 SECTION 2.02 Denominations 7 SECTION 2.03 Forms Generally 7 SECTION 2.04 Execution, Authentication, Delivery and Dating 8 SECTION 2.05 Registrar and Paying Agent 9 SECTION 2.06 Paying Agent to Hold Money in Trust 9 SECTION 2.07 Holder Lists 10 SECTION 2.08 Transfer and Exchange 10 SECTION 2.02 Replacement Securities 10 SECTION 2.10 Outstanding Securities 10 SECTION 2.11 Original Issue Discount, Foreign-Currency Denominated and Treasury Securities 11 SECTION 2.12 Temporary Securities 11 SECTION 2.13 Cancellation 11 SECTION 2.14 Payments; Defaulted Interest 11 SECTION 2.15 Persons Deemed Owners 12 SECTION 2.16 Computation of Interest 12 SECTION 2.17 Global Securities; Book-Entry Provisions 12 Article III. REDEMPTION 14 SECTION 3.01 Applicability of Article 14 SECTION 3.02 Notice to the Trustee 14 SECTION 3.03 Selection of Securities To Be Redeemed 14 SECTION 3.04 Notice of Redemption 14 SECTION 3.05 Effect of Notice of Redemption 15 Section 5.11 Assignment SECTION 3.06 Deposit of Redemption Price 15 SECTION 3.07 Securities Redeemed or Purchased in Part 15 SECTION 3.08 Purchase of Securities 16 Section 5.12 Specific Performance SECTION 3.09 Mandatory and Optional Sinking Funds 16 Section 5.13 Company T Shareholder Capacity SECTION 3.10 Satisfaction of Sinking Fund Payments with Securities 16 Section 5.14 No Ownership Interest SECTION 3.11 Redemption of Securities for Sinking Fund 16 Section 5.15 Costs Article IV. COVENANTS 17 SECTION 4.01 Payment of Securities 17 SECTION 4.02 Maintenance of Office or Agency 17 SECTION 4.03 SEC Reports; Financial Statements 17 SECTION 4.04 Compliance Certificate 18 SECTION 4.05 Corporate Existence 18 SECTION 4.06 Waiver of Stay, Extension or Usury Laws 18 SECTION 4.07 Additional Amounts 18 Article V. SUCCESSORS 19 SECTION 5.01 Limitations on Mergers and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT Consolidations 19 SECTION 5.02 Successor Person Substituted 19 Article VI. DEFAULTS AND REMEDIES 19 SECTION 6.01 Events of Default 19 SECTION 6.02 Acceleration 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 SECTION 6.03 Other Remedies 22 SECTION 6.04 Waiver of Defaults 22 SECTION 6.05 Control 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”).Majority 22 i

TABLE OF CONTENTS. Page ARTICLE Article I DEFINITIONS 1 Section 1.1. Definitions 1 Section 1.2. Interpretation 9 Article II GENERAL 3 PRINCIPLES FOR ALLOCATION OF LIABILITIES 11 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 2.1. General Principles 11 Section 2.1 Agreement to Vote 5 2.2. Service Credit 12 Section 2.2 Grant 2.3. Plan Administration 12 Section 2.4. No Duplication or Acceleration of Proxy 6 ARTICLE Benefits 13 Section 2.5. No Expansion of Participation 13 Section 2.6. Special Provisions 13 Article III REPRESENTATIONS RETAINED LIABILITIES 14 Section 3.1. Liability for Exelis Pension Plan and Exelis Excess Pension Plans 14 Section 3.2. Exelis Retiree Medical Plan 14 Section 3.3. Exelis Retiree Life Plan 14 Section 3.4. Retirement Eligibility under the Exelis Pension Plan 14 Section 3.5. Additional Retirement Eligibility under the Exelis Excess Pension Plans 15 Section 3.6. Vesting Under the Exelis Pension Plan and the Exelis Excess Pension Plans 15 Article IV ASSIGNMENT OF EMPLOYEES 15 Section 4.1. Active Employees 15 Section 4.2. Employment Law Obligations 16 Section 4.3. Employee Records 17 Article V EQUITY AND WARRANTIES 7 EQUITY-BASED COMPENSATION 18 Section 3.1 Representations and Warranties 5.1. General Principles 18 Section 5.2. Stock Options 19 Section 5.3. Treatment of Exelis RSAs Held by Exelis Directors 20 Section 5.4. Restricted Stock Units 20 Section 5.5. Section 16(b) 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 21 Section 5.6. Liabilities for Settlement of Awards 21 Section 5.7. Form S-8 22 Section 5.8. Tax Reporting and Withholding for Equity-Based Awards 22 Section 5.9. Cooperation 22 Article VI TOTAL SHAREHOLDER RETURN AWARDS 23 Section 6.1. Treatment of 2012 TSR Awards for Vectrus Group Employees and Exelis Group Employees 23 Section 6.2. Treatment of 2013 TSR Awards 23 Article VII TREATMENT OF ANNUAL BONUSES FOR FISCAL YEAR 2014 24 Article VIII U.S. QUALIFIED DEFINED CONTRIBUTION PLANS 24 Section 8.1. Vectrus 401(k) Plan 24 Section 8.2. Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by Exelis Savings Plan Assets 24 Section 8.3. Treatment of Vectrus Common Stock and among Youku Inc., an exempted company with limited liability incorporated under the laws Exelis Common Stock 24 Section 8.4. Tax Qualified Status 25 Article IX U.S. WELFARE PLANS 25 Section 9.1. Establishment of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Vectrus Welfare Plans 25

TABLE OF CONTENTS. Page ARTICLE Article I GENERAL THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Certificate of Incorporation; Bylaws 2 Section 1.5 Directors and Officers 3 Article II EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS 3 Section 1.1 Defined Terms 2.1 Effect on Capital Stock 3 ARTICLE II VOTING Section 2.2 Treatment of Options, Stock Units and PSUs 4 Section 2.3 Surrender of Shares 5 Section 2.1 Agreement to Vote 5 2.4 Appraisal Rights 8 Section 2.2 Grant of Proxy 6 ARTICLE 2.5 Adjustments 9 Article III REPRESENTATIONS AND WARRANTIES 7 OF THE COMPANY 9 Section 3.1 Organization and Qualification; Subsidiaries 10 Section 3.2 Organizational Documents 10 Section 3.3 Capitalization 10 Section 3.4 Authority 12 Section 3.5 No Conflict; Required Filings and Consents 13 Section 3.6 Compliance with Law; Licenses; Certain Business Practices 14 Section 3.7 SEC Filings; Financial Statements; Undisclosed Liabilities 14 Section 3.8 Contracts 17 Section 3.9 Absence of Certain Changes or Events 19 Section 3.10 Absence of Litigation 19 Section 3.11 Employee Benefit Plans 20 Section 3.12 Labor and Employment Matters 22 Section 3.13 Insurance 22 Section 3.14 Properties 23 Section 3.15 Tax Matters 24 Section 3.16 Proxy Statement 25 Section 3.17 Intellectual Property 26 Section 3.18 Environmental Matters 27 Section 3.19 Opinion of Financial Advisor 28 Section 3.20 Brokers 28 Section 3.21 Takeover Statutes 28 Section 3.22 Affiliate Transactions 29 Section 3.23 Investment Entities 29 Section 3.24 Suppliers and Distributors 29 Section 3.25 No Other Representations or Warranties 29 Article IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 30 Section 4.1 Organization 30 Section 4.2 Authority 30 Section 4.3 No Conflict; Required Filings and Warranties Consents 31 Section 4.4 Absence of Litigation 31 Section 4.5 Operations and Ownership of Merger Sub 32 Section 4.6 Proxy Statement 32 Section 4.7 Brokers 32 Section 4.8 Financing 32 Section 4.9 Parent Guarantee 34 Section 4.10 Ownership of Shares 34 Section 4.11 Vote/Approval Required 34 Section 4.12 Solvency 35 Section 4.13 Certain Arrangements 35 Section 4.14 Compliance with Laws 35 Section 4.15 Certain Competing Businesses 35 Section 4.16 Ownership 36 Section 4.17 No Other Information 36 Section 4.18 Access to Information; Disclaimer 36 Article V CONDUCT OF BUSINESS PENDING THE MERGER 36 Section 5.1 Conduct of Business of the Company T Shareholder 7 Pending the Merger 36 Section 3.2 Representations 5.2 Conduct of Business of Parent and Warranties Merger Sub Pending the Merger 42 Section 5.3 No Control of Other Party’s Business 42 Article VI ADDITIONAL AGREEMENTS 42 Section 6.1 Acquisition Proposals 42 Section 6.2 Proxy Statement 48 Section 6.3 Stockholders Meeting 49 Section 6.4 Further Action; Reasonable Best Efforts 50 Section 6.5 Notification of Certain Matters 53 Section 6.6 Access to Information; Confidentiality 53 Section 6.7 Stock Exchange Delisting 54 Section 6.8 Publicity 54 Section 6.9 Employee Benefits 55 Section 6.10 Directors’ and Officers’ Indemnification and Insurance 56 Section 6.11 Treatment of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Indebtedness 59 Section 4.1 Prohibition on Transfers 6.12 Parent Financing 61 Section 6.13 Takeover Statutes 68 Section 6.14 Transaction Litigation 68 Section 6.15 Obligations of Merger Sub 68 Section 6.16 Rule 16b-3 68 Section 6.17 Specified Efforts 68 Article VII CONDITIONS OF MERGER 69 Section 7.1 Conditions to Obligation of Each Party to Effect the Merger 69 Section 7.2 Conditions to Obligations of Parent and Merger Sub 69 Section 7.3 Conditions to Obligations of the Company T Shares 9 71 Section 4.2 Prohibition on Transfers 7.4 Frustration of Company Y Shares 9 Closing Conditions 71 Article VIII TERMINATION 71 Section 4.3 Additional Shares 10 8.1 Termination 71 Section 4.4 Share Dividends8.2 Effect of Termination 74 Section 8.3 Expenses 78 Article IX GENERAL PROVISIONS 78 Section 9.1 Non-Survival of Representations, etc. 10 Warranties, Covenants and Agreements 78 Section 4.5 No Solicitation 10 9.2 Modification or Amendment 79 Section 4.6 No Inconsistent Agreements 10 9.3 Waiver 79 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 9.4 Notices 79 Section 4.8 Documentation and Information 11 9.5 Certain Definitions 80 Section 4.9 Registration of ADS 11 9.6 Severability 91 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 9.7 Entire Agreement; Assignment 91 Section 5.1 Interpretation 12 9.8 Parties in Interest 92 Section 5.2 Termination 13 Section 5.3 9.9 Governing Law and Venue 13 92 Section 5.4 Notices 14 9.10 Headings 93 Section 5.5 Amendment 14 9.11 Counterparts 93 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 9.12 Specific Performance 16 93 Section 5.13 Company T Shareholder Capacity 16 9.13 Jurisdiction 94 Section 5.14 No Ownership Interest 16 9.14 WAIVER OF JURY TRIAL 95 Section 5.15 Costs 9.15 Interpretation 95 Section 9.16 Non-Recourse 96 EXHIBITS: Exhibit A-1 Amended and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 Restated Certificate of Incorporation of the Surviving Corporation Exhibit A-2 Amended and Restated Bylaws of the Surviving Corporation INDEX OF DEFINED TERMS Term Section Acceptable Confidentiality Agreement 9.5(a) Acquisition Proposal 4, 5 Additional Shares 4 6.1(e)(i) Action 3.10 Affiliate 3 9.5(b) Agreement 3 Preamble Alternative Financing 6.12(a)(ii) Antitrust Law 6.4(b) Applicable Date 3.7(a) Bankruptcy and Equity Exception 7 Beneficial Owner 4 Beneficial Ownership 4 Beneficially Own 4 Beneficially Owned 4 3.4 Benefit Plan 9.5(c) Bonus Plan 6.9(c) Book-Entry Share 2.1(a) Business Day 9.5(d) Bylaws 3.2 Canadian Competition Act 9.5(e), 6.4(a) Cancelled Shares 2.1(a) Capitalization Date 3.3(a) Certificate of Incorporation 3.2 Certificate of Merger 1.3 Change of Recommendation 6.3 Closing 1.2 Closing Date 1.2 Code 3.11(c) Common Stock 3.3 Company T Preamble Company Disclosure Schedule 3 Company T ADSs 4 Employees 3.11(a) Company T Shareholder 3 Intellectual Property 3.17(a) Company T Notice 6.1(d) Company Plan 3.11(a) Company Requisite Vote 3.4 Company Securities 3.3(c) Company Stock Plan 3.3(a)(iii) Company Termination Payment 9.5(f) Competition Act Approval 9.5(g) Compliant 9.5(h) Confidentiality Agreement 6.6(c) Continuing Employees 6.9(a) Contract 9.5(i) control 9.5(j) Credit Facility 9.5(k) Debt Commitment Letter 4.8 Debt Financing 4.8 Debt Financing Commitments 4.8 Debt Offer 6.11(b)(i) Debt Offer Documents 6.11(b)(i) Debt Offers 6.11(b)(i) Debt Payoff Letters 6.11(a) DGCL Recitals Discharge 6.11(b)(iii) Dissenting Shares 4 Company Y 3 control 4 controlled by 4 controlling 4 Covered Shares 5 2.4 DOJ 6.4(b) Effective Time 7 1.3 End Date 8.1(c) Environmental Laws 3.18(d) Equity Financing 4.8 Equity Financing Commitment 4.8 Equity Investors 4.8 ERISA 3.11(c) ERISA Affiliate 9.5(l) Exchange Act 4 3.5(b) Exchange Fund 2.3(a) Excluded Party 6.1(e)(ii) Existing Shares 5 Parent Credit Agreements 9.5(m) Financial Advisor 3.19 Financing 4.8 Financing Commitments 4.8 Financing Source Related Party 8.2(f) First Date 8.1(g) FTC 6.4(b) FTC Consent Order 9.5(n) GAAP 9.5(o) Governmental Entities 8 Entity 9.5(p) Guarantor Recitals Guarantors Recitals Hazardous Materials 3.18(d) HIPAA 9.5(q) HSR Act 3.5(b) HSR Affiliate Owner 9.5(tt) HSR Filing 6.4(a) Indemnified Party 6.10(a) Indenture 6.11(b)(ii) Information Privacy and Security Laws 9.5(r) Intellectual Property 9.5(s) Intervening Event 6.1(c)(iii) Investment Entity 3.1(b) Investment Interest 3.1(b) IRS 3.11(b) IT Assets 9.5(t) knowledge 9.5(u) Law 9.5(v) Leased Real Property 9.5(w) Leases 9.5(x) Licenses 3.6(a) Lien 9.5(y) Marketing Period 9.5(z) Material Adverse Effect 9.5(aa) Material Contract 3.8(a) Material Lease 9.5(bb) Material Leased Real Property 9.5(cc) Maximum Liability Amount 8.2(g) Merger 3 Merger Agreement 3 Recitals Merger Sub 3 Preamble Multiemployer Plan 3.11(a) No-Shop Period Start Date 6.1(a) Notes 6.11(b) Notice Period 6.1(d) Option 2.2(a) Owned Intellectual Property 3.17(a) Owned Real Property 9.5(dd) Parent Preamble Parent Disclosure Schedule 4 Parent Group 6.4(a) Parent Guarantee Recitals Parent Holdings 9.5(ee) Parent Inc. Preamble Parent LP Preamble Parent Material Adverse Effect 7.3(a) Parent Related Party 9.5(ff) Parent Termination Fee 8.2(b)(iv) Parties Preamble Party Preamble Paying Agent 2.3(a) PCI DSS 9.5(gg) Per Share Merger Consideration 2.1(a) Permitted Transfer 5 Transfer 5 under common control with 4 VOTING Liens 9.5(hh) Person 9.5(ii) Personal Information 9.5(jj) Preferred Securities Commitment Letter 4.8 Preferred Securities Financing 4.8 Preferred Securities Financing Commitments 4.8 Preferred Stock 3.3 Proceeding 6.10(a) Program 6.9(c) Proxy Statement 3.16 PSU 2.2(c) Real Property 9.5(kk) Recommendation 3.4 Related Party 9.5(ll) Representatives 6.1(a) Required Amount 4.8 Required Information 9.5(mm) SEC 3.7(a) SEC Reports 3.7(a) Second Request Event 9.5(y) Securities Act 3.7(a) Share 2.1(a) Sharing Agreement 9.5(nn) Software 9.5(oo) Specified Commercial Matter 9.5(pp) Stock Unit 2.2(b) Stockholders Meeting 6.3 subsidiaries 9.5(rr) subsidiary 9.5(qq) Superior Proposal 6.1(e)(iii) Suppliers 3.24 Surviving Corporation 1.1 Takeover Law 3.21 Tax Return 3.15(i)(ii) Taxes 3.15(i)(i) Third-Party Financing 4.8 Third-Party Financing Commitments 4.8 Transaction Documents 9.5(rr) Transaction Litigation 6.14 Transaction Material Adverse Effect 9.5(ss) Union 3.12(a) Warn Act 3.12(b) Whole of the P1 Business 9.5(tt) Willful Breach 9.5(uu) AGREEMENT VOTING AGREEMENTAND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of March 11February 14, 2012 2016 (this “Agreement”), is entered into by and among Youku Inc.The ADT Corporation, an exempted company with limited liability incorporated under a Delaware corporation (the laws of the Cayman Islands (“Company YCompany”), Prime Security Services Borrower, LLC, a Delaware limited liability company (“Parent”), Prime Security One MS, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” and, together with the Person listed on Schedule 1 hereto (Company and Parent, the “Company T ShareholderParties” and each, a “Party”) and, solely for the purposes of Article IX, Prime Security Services Parent, Inc., a Delaware corporation (“Parent Inc.”) and Prime Security Services TopCo Parent, L.P., a Delaware limited partnership (“Parent LP”).

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 —CERTAIN DEFINITIONS 1 Section 1.1 Defined Terms 3 Certain Definitions 1 Section 1.2 Interpretation 11 ARTICLE II VOTING 5 —THE MERGER 11 Section 2.1 Agreement to Vote 5 The Merger 11 Section 2.2 Grant Articles of Proxy 6 Merger 11 Section 2.3 Articles of Incorporation 11 Section 2.4 By–laws 11 Section 2.5 Officers 11 Section 2.6 Directors 12 Section 2.7 Purchase Price 12 Section 2.8 Conversion of Shares 18 Section 2.9 Exchange of Certificates 20 Section 2.10 Dissenting Shares 21 Section 2.11 Common Stock Options, Series E Preferred Stock Options and Series E Preferred Stock Warrants 22 Section 2.12 Closing 24 ARTICLE III —REPRESENTATIONS AND WARRANTIES 7 OF THE COMPANY 24 Section 3.1 Representations Organization and Warranties Qualification; Subsidiaries 24 Section 3.2 Authorization 25 Section 3.3 Non–contravention 26 Section 3.4 Consents 26 Section 3.5 Capitalization; Subsidiaries 26 Section 3.6 Financial Statements 28 Section 3.7 Absence of Certain Developments 28 Section 3.8 Governmental Authorizations; Licenses; Etc 28 Section 3.9 Litigation 29 Section 3.10 Taxes 29 Section 3.11 Environmental Matters 30 Section 3.12 Employee Matters 31 Section 3.13 Employee Benefit Plans 31 Section 3.14 Intellectual Property Rights 32 Section 3.15 Contracts 33 Section 3.16 Insurance 34 Section 3.17 Property 34 Section 3.18 Transaction With Affiliates 35 Section 3.19 Brokers 35 Section 3.20 Company Board 35 Section 3.21 Products Liability 35 Section 3.22 No Undisclosed Liabilities 35 Section 3.23 Accounts Receivable and Inventory 36 Section 3.24 Customers and Suppliers 36 Section 3.25 Seller Expenses 36 Section 3.26 Funded Indebtedness 36 Section 3.27 Absence of Certain Practices 37 Section 3.28 NO ADDITIONAL REPRESENTATIONS 37 ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF PARENT AND NEWCO 37 Section 4.1 Organization 37 Section 4.2 Authorization 37 Section 4.3 Non–contravention 38 Section 4.4 No Consents 38 Section 4.5 Litigation 38 Section 4.6 Brokers 38 Section 4.7 Parent and Newco Board 39 Section 4.8 Shareholder Approval 39 Section 4.9 Financial Ability 39 Section 4.10 Acknowledgement by Parent and Newco 39 ARTICLE V —COVENANTS AND AGREEMENTS 39 Section 5.1 Access and Information 39 Section 5.2 Conduct of Business by the Company 39 Section 5.3 Closing Documents 42 Section 5.4 Commercially Reasonable Efforts; Further Assurances 42 Section 5.5 Public Announcements 43 Section 5.6 Exclusive Dealing 43 Section 5.7 Employee Benefit Plans 44 Section 5.8 Indemnification of Directors and Officers 44 Section 5.9 Newco 45 Section 5.10 Release 45 Section 5.11 Voting Agreement 45 Section 5.12 Confidentiality 46 Section 5.13 Cooperation 46 Section 5.14 Tax Matters 46 Section 5.15 Dissenting Shares 46 Section 5.16 Shareholder Representative 46 ARTICLE VI —CONDITIONS TO CLOSING 47 Section 6.1 Mutual Conditions 47 Section 6.2 Conditions to the Obligations of Parent and Newco 47 Section 6.3 Conditions to the Obligations of the Company T Shareholder 7 49 ARTICLE VII —TERMINATION AMENDMENT AND WAIVER 50 Section 3.2 7.1 Termination 50 Section 7.2 Effect of Termination 51 ARTICLE VIII —SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION 51 Section 8.1 Survival of Representations 51 Section 8.2 General Indemnification 51 Section 8.3 Third Party Claims 52 Section 8.4 Limitations on Indemnification Obligations 53 Section 8.5 Exclusive Remedy 54 Section 8.6 Treatment of Indemnity Payments 54 ARTICLE IX —REPRESENTATIVE OF THE HOLDERS OF COMPANY EQUITY SECURITIES 54 Section 9.1 Authorization of Representative 54 ARTICLE X —MISCELLANEOUS 57 Section 10.1 Notices 57 Section 10.2 Exhibits and Warranties Schedules 58 Section 10.3 Time of Company Y 8 ARTICLE IV OTHER COVENANTS 9 the Essence; Computation of Time 58 Section 4.1 Prohibition on Transfers of Company T Shares 9 10.4 Expenses 59 Section 4.2 Prohibition on Transfers of Company Y Shares 9 10.5 Governing Law 59 Section 4.3 Additional Shares 10 10.6 Assignment; Successors and Assigns; No Third Party Rights 59 Section 4.4 Share Dividends, etc. 10 10.7 Counterparts 59 Section 4.5 10.8 Titles and Headings 59 Section 10.9 Entire Agreement 59 Section 10.10 Severability 59 Section 10.11 No Solicitation 10 Strict Construction 60 Section 4.6 No Inconsistent Agreements 10 10.12 Specific Performance 60 Section 4.7 10.13 Waiver of Appraisal and Dissenters’ Rights 11 Jury Trial 60 Section 4.8 Documentation and Information 11 10.14 Failure or Indulgence not Waiver 60 Section 4.9 Registration of ADS 11 10.15 Amendments 60 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”).10.16 Jurisdiction 60

TABLE OF CONTENTS. ARTICLE 10 — Administrative Faculty Ranks, Job Descriptions Page and Internal Postings 17 10.2.1 Administrator I/Trainee 17 10.2.2 Administrator I/Working Xxxxx 00 10.2.3 University Physician 17 10.2.4 Athletic Director (NCAA Division I) 18 ARTICLE I GENERAL 11 — Vacancies 21 ARTICLE 12 — Administrative Faculty Appointments 22 ARTICLE 13 — Temporary and Term Administrative Faculty Appointments 23 13.1 Temporary Appointments 23 13.2 Term Appointments 24 ARTICLE 14 — Xxxxxxx and Non-Renewal of Term-Appointed Administrative Faculty Members 25 ARTICLE 15 — Continuing Appointment 26 15.1 Definition 26 15.2 Eligibility 26 15.3 Basis for Awarding Continuing Appointment 27 ARTICLE 16 — Workload 29 16.2 Compensatory Time 29 16.3 Work Schedule Change 29 16.4 Teaching Assignment 30 16.5 Special Projects 30 16.6 Outside Employment 30 16.7 Telecommuting 31 ARTICLE 17 — Working Conditions 33 17.4 Parking 33 17.5 Keys 33 17.6 Closing/Delayed Opening 33 17.7 Supervisor Change 34 ARTICLE 18 — Personnel Files 35 ARTICLE 19 — Administrative Faculty Evaluation 38 19.3 Procedures 39 19.4 Schedule 40 ARTICLE 20 — Discipline 41 20.3.1 Written Reprimand 42 20.3.2 Abandonment 42 ARTICLE 21 — Grievance Procedure 43 21.1 Procedural Guarantees 43 21.2 Definitions 43 Table of Contents Page 21.2.1 Grievance 43 21.2.3 Grievant 43 21.3 Procedure for Handling Grievances 44 21.3.1 Grievance Forms 44 21.3.2 Submission of Grievance Forms 44 21.3.3 Preparation of Grievances 44 21.3.4 Rights of SUOAF-AFSCME 44 21.3.5 Time Limits 44 21.3.6 Expedition of Grievances 45 21.4 Steps in the Grievance Procedure 45 21.4.1 Step 1 – Xxxx/Vice President 45 21.4.2 Step 2 – University President/Chancellor 45 21.4.3 Step 3 Section 1.1 Defined Terms 3 – Board of Regents for Higher Education 46 21.4.4 Step 4 – Arbitration 46 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant 22 — Professional Growth. 48 22.2 Course Privileges 48 22.3 Organizational Memberships 48 22.4 Workshops and Other Activities 49 22.5 Licensing Fees 49 22.6 Professional Development Funds 49 ARTICLE 23 — Professional Travel 50 ARTICLE 24 — Leaves With Pay 51 24.1 Personal Leave 51 24.2 Sick Leave and Sick Leave Bank 51 24.2.1 Sick Leave 51 24.2.10 Sick Leave Bank 53 24.3 Holidays 55 24.4 Vacations 56 24.5 Short-term Leaves for Professional Reasons 57 24.6 Court Leave 57 24.7 Short-term Military Leave 57 24.8 Sabbatic Leaves 57 24.9 Benefits Upon Transfer 58 ARTICLE 25 — Leaves Without Pay 59 25.1 Family and Medical Leave 59 25.2 Other Leaves Without Pay 60 ARTICLE 26 — Maternity Leave 61 26.1 Maternity Leave 61 26.2 Adoption Leave 61 Table of Proxy 6 Contents ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations 27 — Inventions 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”)Marketable Discoveries, and the Person listed on Schedule 1 hereto Page Computer Use 63 ARTICLE 28 — Retrenchment 65 28.1 Declaration of Financial or Programmatic Exigency 65 28.7 Reappointment of a Retrenched Administrative Faculty Member 67 ARTICLE 29 — Compensation 68 29.2 Definitions 68 29.2.1 Current Base Salary Rate 68 29.2.2 Continuing Member 68 29.3 SEBAC Provisions (the “Company T Shareholder”).economic) 68 ARTICLE 30 — Fringe Benefits 72 30.2 Individual Retirement Annuities 72 30.3 Insurance Provisions 72 30.3.1 Health Insurance 72

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section Article 1 General 1 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Certificate of Formation and Limited Liability Company Agreement to Vote 5 Section 2.2 Grant 1 1.2 Name 2 1.3 Principal Place of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties Business 2 1.4 Name of the Company T Shareholder 7 Section 3.2 Representations Sole Member 2 1.5 Term of Existence 2 1.6 Duties of the Member 2 1.7 Duties of Managers 2 1.8 Liabilities of Managers and Warranties Named Officers 2 Article 2 Definitions 3 Article 3 Purpose and Character of the Business 4 Article 4 Member 4 Article 5 New Members; Units; Certificates 4 5.1 Admission of New Members 4 5.2 No Certificates for Units 5 Article 6 Management and Operation of Company Y Business 5 6.1 Board of Managers 5 6.2 Number, Qualification; Term of Office; Vote 6 6.3 Initial Board 6 6.4 Place of Meetings 6 6.5 Regular Meetings 6 6.6 Special Meetings 6 6.7 Adjournments 6 6.8 Notice of Meetings 6 6.9 Quorum 7 6.10 Absent Managers 7 6.11 Conference Communications 7 6.12 Removal 7 6.13 Acts of Managers 7 6.14 Written Action 7 6.15 Proxies 8 ARTICLE IV OTHER COVENANTS 6.16 Committees 8 6.17 Compensation 8 Article 7 Officers 8 7.1 Number 8 7.2 Election, Term of Office and Qualifications 8 7.3 Removal and Vacancies 9 Section 4.1 Prohibition on 7.4 Chief Executive Officer 9 7.5 President 9 7.7 Treasurer 9 7.8 Duties of Other Officers 10 7.9 Compensation 10 Article 8 Indemnification 9 8.1 Indemnification 10 8.2 Indemnification Procedures; Survival 11 Article 9 Transfers 12 Article 10 Books of Account; Reports and Fiscal Matters 12 10.1 Books and Records 12 10.2 Company T Shares 9 Section 4.2 Prohibition on Transfers Funds 13 Article 11 Capital 13 11.1 Capital Contributions; Units 13 11.2 Loans to the Company 13 11.3 Creditor’s Interest in the Company 13 Article 12 Liability; Tax Status 13 12.1 Liability of Company Y Shares 9 Section 4.3 Additional Shares 10 Section 4.4 Share Dividendsthe Member 13 12.2 Tax Status 13 Article 13 Allocation of Income, etc. 10 Section 4.5 No Solicitation 10 Section 4.6 No Inconsistent Agreements 10 Section 4.7 Waiver Gains and Losses; Distributions 14 Article 14 Dissolution and Liquidation 14 14.1 Events of Appraisal Dissolution 14 14.2 Liquidation and Dissenters’ Rights 11 Section 4.8 Documentation Winding Up 14 Article 15 Amendment 14 Article 16 Approval of Reorganizations 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 Bankruptcy 15 Article 17 Miscellaneous Provisions 15 17.1 Pronouns 15 17.2 Headings 15 17.3 Governing Law 15 17.4 Third Party Benefit 15 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MOSAIC FERTILIZER, LLC This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT is made 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 entered into 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 undersigned member set forth on Schedule 1 A attached hereto (the “Company T ShareholderMember”).

TABLE OF CONTENTS. Page ARTICLE I 1 GENERAL 2 1.1 DEFINITIONS 2 ARTICLE 2 DUTIES OF ENGINEER 4 2.1 SERVICES IN GENERAL 4 2.2 COORDINATE PERFORMANCE 4 2.3 TIME OF PERFORMANCE 4 2.4 CONSULTANTS 4 2.5 PAYMENT OF CONSULTANTS 4 2.6 INSURANCE 4 2.7 INDEMNIFICATION 6 2.8 OWNERSHIP OF DOCUMENTS 6 2.9 CONFIDENTIALITY 7 2.10 LICENSES AND PERMITS 7 2.11 COMPLIANCE WITH LAWS 7 2.12 EQUAL EMPLOYMENT OPPORTUNITY 7 2.13 MINORITY AND WOMEN BUSINESS ENTERPRISES PARTICIPATION 7 2.14 DRUG ABUSE DETECTION AND DETERRENCE 8 2.15 TITLE VI ASSURANCES 9 2.16 PAY OR PLAY 9 2.17 ANTI-BOYCOTT OF ISRAEL 9 2.18 ZERO TOLERANCE POLICY FOR HUMAN TRAFFICKING AND RELATED ACTIVITIES 9 2.19 PRESERVATION OF CONTRACTING INFORMATION 9 ARTICLE 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 DUTIES OF THE CITY 10 3.1 Representations and Warranties of the Company T Shareholder 7 Section COMPENSATION 10 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 METHOD OF PAYMENT 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 3.3 LIMIT OF APPROPRIATION 11 Section 4.8 Documentation and Information 11 Section 4.9 Registration of ADS 11 Section 4.10 Further Assurances 3.4 ACCESS TO DATA 11 ARTICLE V 4 TERM AND TERMINATION 11 4.1 CONTRACT TERM 11 4.2 TERMINATION BY THE CITY FOR CONVENIENCE 11 4.3 TERMINATION BY THE CITY FOR CAUSE 12 4.4 TERMINATION BY ENGINEER FOR CAUSE 12 ARTICLE 5 MISCELLANEOUS PROVISIONS 12 Section 5.1 Interpretation 12 Section INDEPENDENT CONTRACTOR 13 5.2 Termination BUSINESS STRUCTURE AND ASSIGNMENTS 13 Section 5.3 Governing Law and Venue PARTIES IN INTEREST 13 Section 5.4 Notices NON-WAIVER 13 5.5 GOVERNING LAW AND VENUE 13 5.6 NOTICES 13 5.7 CAPTIONS 13 5.8 ACCEPTANCES AND APPROVALS 13 5.9 INSPECTIONS AND AUDITS 14 Section 5.5 Amendment 5.10 AMBIGUITIES 14 Section 5.6 Extension; Waiver 5.11 ENTIRE AGREEMENT 14 5.12 SURVIVAL 14 5.13 ENGINEER’S DEBT 14 SIGNATURE PAGE… 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 EXHIBITS "A" ADDITIONAL TERMS "B" PROJECT SCHEDULE (N/A) “C” MAXIMUM RAW SALARIES "D" CERTIFICATE OF INSURANCE "E" DRUG POLICY COMPLIANCE AGREEMENT "F" DRUG POLICY COMPLIANCE DECLARATION "G" ENGINEER’S CERTIFICATION OF NO SAFETY IMPACT POSITIONS IN PERFORMANCE OF A JOINDER CITY CONTRACT "H" SUBCONTRACTOR’S ASSIGNMENT OF COPYRIGHTS “I” FORM POP 2 - CERTIFICATION OF AGREEMENT 21 INDEX TO COMPLY WITH PAY OR PLAY PROGRAM “J” CERTIFICATION 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”).TO COMPLY WITH STANDARD DOT TITLE VI ASSURANCES APPENDIX A LANGUAGE CITY OF HOUSTON AND «ENGNAME» SINGLE PHASE PROFESSIONAL ENGINEERING SERVICES FOR «PROJNAME»

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 1 INTERPRETATION 2 Section 1.1 Defined Terms 3 2 Section 1.2 Certain Rules of Interpretation 20 ARTICLE II VOTING 5 2 THE ARRANGEMENT 22 Section 2.1 Agreement to Vote 5 Arrangement 22 Section 2.2 Grant Interim Order 22 Section 2.3 The Aphria Meeting 23 Section 2.4 The Aphria Circular 24 Section 2.5 The Tilray Meeting 25 Section 2.6 The Tilray Proxy Statement 26 Section 2.7 Final Order 27 Section 2.8 Court Proceedings 28 Section 2.9 Treatment of Proxy 6 Convertible Securities 29 Section 2.10 Articles of Arrangement and Effective Date 29 Section 2.11 Payment of Consideration 29 Section 2.12 No Appraisal Rights 29 Section 2.13 Announcement and Shareholder Communications 30 Section 2.14 Withholding Taxes 30 Section 2.15 Intended Tax Treatment 30 Section 2.16 U.S. Securities Law Matters 31 ARTICLE III 3 REPRESENTATIONS AND WARRANTIES 7 32 Section 3.1 Representations and Warranties of the Company T Shareholder 7 Aphria 32 Section 3.2 Representations and Warranties of Company Y 8 Tilray 33 ARTICLE IV OTHER 4 COVENANTS 9 34 Section 4.1 Prohibition on Transfers Covenants of Company T Shares 9 Tilray Regarding the Conduct of Business 34 Section 4.2 Prohibition on Transfers Covenants of Company Y Shares 9 Aphria Regarding the Conduct of Business 38 Section 4.3 Additional Shares 10 Covenants Relating to the Arrangement 40 Section 4.4 Share Dividends, etc. 10 Regulatory Approvals 41 Section 4.5 No Solicitation 10 Access to Information; Confidentiality 42 Section 4.6 No Inconsistent Agreements 10 Insurance and Indemnification 42 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Supplemental Aphria Note Indenture 43 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”).Tilray Covenants Regarding Convertible Securities 43

TABLE OF CONTENTS. Page ARTICLE I GENERAL Section 1 Definitions 12 Section 2 Program Roles 14 Section 3 Program Documents 15 Section 1.1 Defined Terms 3 ARTICLE II VOTING 4 Outline of Validation and Testing Procedures 16 Section 5 Use of Logo 20 Section 2.1 Agreement to Vote 5 6 Noncompliance 20 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Challenge Procedure 21 Section 3.1 Representations 8 Procedure for Private Labeling Products 22 Section 9 Financing 22 Section 10 Interpretation Procedures 22 Section 11 Product Recalls and Warranties of the Company T Shareholder 7 Modifications 23 Section 3.2 Representations and Warranties 12 Change in Ownership of Company Y 8 ARTICLE IV OTHER COVENANTS 9 or Product Line…………………………………………………. Section 4.1 Prohibition on Transfers 13 Forms 24 XXXXX Surfacing Sample Selection Receipt (Form XXXXX 02s) 26 Corrective Action Request (CAR) (Form XXXXX 03s) 27 XXXXX Inspection Form (Form XXXXX 04s) (four pages) 28 ASTM F2075 for EWF (Form 05s – page 1) 32 Data Log for Tramp Metal Testing (Form XXXXX 05s ‐ page 2) 33 Sieve Analysis Data Sheet, ASTM F2075 (Form XXXXX 06s) 34 Manufacturing Location Test Request (Form XXXXX 07s) 35 XXXXX Certification Challenge Form (Form XXXXX 08s) 36 Request for Validation (Form XXXXX 09s) 37 Procedure and Data Log for Section of Company T Shares 9 ASTM F3012 Tramp Metals Test Data Sheet (Form XXXXX 10s) (two pages) 38 Sieve Analysis Data Sheet, ASTM F3012 (for Rubber Nuggets) (Form XXXXX 11s) 40 Sieve Analysis Data Sheet, ASTM F3012 (for Rubber Buffings) (Form XXXXX 12s) 41 Section 4.2 Prohibition on Transfers 14 Addenda 42 Addendum 1 Required Test Equipment for Sieve Analysis Test/Suggested Equipment Source(s) 43 Addendum 2 Additional Requirements for Engineered Wood Fiber, (EWF) 45 Addendum 3 Additional Requirements for Field Manufactured Unitary (Poured in Place [PIP] 47 Addendum 4 Additional Requirements for Loose Fill Rubber, (LFR) 50 Appendix B Certification Program Logo(s) and Approved Descriptive Verbiage Use 52 Appendix C Fee Schedule 55 SECTION 1 – DEFINITIONS The following definitions are applicable to this Procedural Guide: Administrator: A person or organization designated by the sponsor 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 a Certification program to perform the administrative duties required to manage the affairs 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”)that program.

TABLE OF CONTENTS. Page Section 8.9 ERISA 73 Section 8.10 Environmental Matters 73 Section 8.11 Subsidiaries 73 Section 8.12 Most Favored Lender 73 Section 8.13 PATRIOT Act Compliance 75 ARTICLE I GENERAL 3 IX NEGATIVE COVENANTS 75 Section 1.1 Defined Terms 3 9.1 Merger 75 Section 9.2 Sale of Assets 75 Section 9.3 Plans 76 Section 9.4 Change in Nature of Business 76 Section 9.5 Other Agreements 76 Section 9.6 Investments 76 Section 9.7 Use of Proceeds 77 Section 9.8 Secured Indebtedness 77 Section 9.9 Cash Flow Leverage Ratio 77 Section 9.10 Interest Coverage Ratio 78 Section 9.11 Material Subsidiaries 78 ARTICLE II VOTING 5 X EVENTS OF DEFAULT AND REMEDIES 78 Section 2.1 10.1 Events of Default 78 Section 10.2 Remedies 80 Section 10.3 Letters of Credit 80 Section 10.4 Security Agreement to Vote 5 in Accounts and Setoff 81 ARTICLE XI GUARANTY 81 Section 2.2 11.1 Unconditional Guaranty 81 Section 11.2 Guaranty Absolute 81 Section 11.3 Waivers 82 Section 11.4 Subrogation 82 Section 11.5 Survival 83 ARTICLE XII THE AGENTS 83 Section 12.1 Appointment and Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Authority 83 Section 3.1 Representations and Warranties 12.2 Non Reliance on Agent 84 Section 12.3 Responsibility of the Company T Shareholder 7 Agent and Other Matters 84 Section 3.2 Representations 12.4 Action on Instructions 85 Section 12.5 Indemnification 85 Section 12.6 U.S. Bank National Association and Warranties Affiliates 85 Section 12.7 Notice to Holder of Company Y 8 Notes 85 Section 12.8 Successor Agent 85 Section 12.9 Syndication Agent; Co-Documentation Agents; Lead Arrangers 85 Section 12.10 Certain ERISA Matters 86 ARTICLE IV OTHER COVENANTS 9 XIII MISCELLANEOUS 87 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 13.1 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”).87

TABLE OF CONTENTS. Page ARTICLE I GENERAL 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 38 Section 1.03 Incorporation by Reference of Trust Indenture Act 38 Section 1.04 Rules of Construction 39 ARTICLE 2 THE NOTES 39 Section 2.01 Form and Dating 39 Section 2.02 Execution and Authentication 40 Section 2.03 Registrar and Paying Agent 40 Section 2.04 Paying Agent to Hold Money in Trust 41 Section 2.05 Noteholder Lists 41 Section 2.06 Transfer and Exchange 41 Section 2.07 Replacement Notes 42 Section 2.08 Outstanding Notes 42 Section 2.09 Temporary Notes 42 Section 2.10 Cancellation 42 Section 2.11 Defaulted Interest 43 Section 2.12 CUSIP Numbers 43 Section 2.13 Issuance of Additional Notes 43 ARTICLE 3 REDEMPTION AND PREPAYMENT 44 Section 1.1 Defined Terms 3 3.01 Notices to Trustee 44 Section 3.02 Selection of Notes to Be Redeemed 44 Section 3.03 Notice of Redemption 45 Section 3.04 Effect of Notice of Redemption 46 Section 3.05 Deposit of Redemption Price 46 Section 3.06 Notes Redeemed in Part 47 Section 3.07 Optional Redemption 47 Section 3.08 Mandatory Redemption 48 Section 3.09 Offer to Purchase by Application of Excess Proceeds 49 Section 3.10 No Mandatory Sinking Fund 50 ARTICLE II VOTING 4 COVENANTS 51 Section 4.01 Payment of Notes 51 Section 4.02 Maintenance of Office or Agency 51 Section 4.03 Reports 52 Section 4.04 Compliance Certificate 53 Section 4.05 Taxes 53 Section 4.06 Stay, Extension and Usury Laws 53 Section 4.07 Limitation on Restricted Payments 54 Section 4.08 Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries 59 Section 4.09 Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock 61 Section 4.10 Limitation on Asset Sales 66 Section 4.11 Limitation on Transactions with Affiliates 69 Section 4.12 Limitation on Liens 71 Section 4.13 Additional Subsidiary Guarantees 72 Section 4.14 Existence 72 Section 4.15 Offer to Repurchase Upon Change of Control 72 Section 4.16 Payments for Consent 75 Section 4.17 Designation of Restricted and Unrestricted Subsidiaries 75 Section 4.18 Business Activities 75 Section 4.19 Suspended Covenants 76 Section 4.20 After-Acquired Property 76 Section 4.21 Further Assurances 77 ARTICLE 5 SUCCESSORS 77 Section 2.1 Agreement 5.01 Merger, Consolidation, or Sale of Assets 77 Section 5.02 Successor Substituted 79 ARTICLE 6 DEFAULTS AND REMEDIES 79 Section 6.01 Events of Default 79 Section 6.02 Acceleration 82 Section 6.03 Other Remedies 82 Section 6.04 Waiver of Past Defaults 82 Section 6.05 Control by Majority 82 Section 6.06 Limitation on Suits 83 Section 6.07 Rights of Holders of Notes to Vote 5 Receive Payment 83 Section 2.2 Grant 6.08 Collection Suit by Trustee 83 Section 6.09 Trustee is Authorized to File Proofs of Proxy 6 Claim 84 Section 6.10 Priorities 84 Section 6.11 Undertaking for Costs 85 Section 6.12 The Collateral Agent 85 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 TRUSTEE 85 Section 3.1 Representations and Warranties 7.01 Duties of Trustee 85 Section 7.02 Rights of Trustee 86 Section 7.03 Individual Rights of Trustee 87 Section 7.04 Trustee’s Disclaimer 87 Section 7.05 Notice of Defaults 88 Section 7.06 Reports by Trustee to Holders of the Company T Shareholder 7 Notes 88 Section 3.2 Representations 7.07 Compensation and Warranties Indemnity 88 Section 7.08 Replacement of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Trustee 89 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 Dividends7.09 Successor Trustee by Merger, etc. 10 90 Section 4.5 No Solicitation 10 7.10 Eligibility; Disqualification 90 Section 4.6 No Inconsistent Agreements 10 7.11 Preferential Collection of Claims Against the Company 90 ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 91 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”).8.01 Option to Effect Legal Defeasance or Covenant Defeasance 91

TABLE OF CONTENTS. Page ARTICLE I GENERAL Purchase and Sale 1 Section 1.01 Purchase and Sale of Purchased Assets 1 Section 1.02 Excluded Assets 3 Section 1.1 Defined Terms 1.03 Assumed Liabilities 3 Section 1.04 Excluded Liabilities 4 Section 1.05 Purchase Price; Calculation of Estimated Purchase Price. 5 Section 1.06 Post-Closing Purchase Price Adjustment. 6 Section 1.07 Allocation of Purchase Price 8 Section 1.08 Withholding Tax 8 Section 1.09 Third Party Consents 8 ARTICLE II VOTING 5 Closing; Termination 9 Section 2.1 Agreement 2.01 Closing 9 Section 2.02 Closing Deliverables. 9 Section 2.03 Conditions to Vote 5 Buyer’s Obligations 10 Section 2.2 Grant of Proxy 6 2.04 Conditions to Sellers’ Obligations 11 Section 2.05 Termination. 12 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties of the Company T Shareholder 7 Sellers and Owner 13 Section 3.2 3.01 Organization and Qualification of Sellers 13 Section 3.02 Authority of Sellers and Owners. 13 Section 3.03 No Conflicts; Consents 14 Section 3.04 Financial Statements 15 Section 3.05 [Reserved] 15 Section 3.06 Absence of Certain Changes, Events and Conditions 15 Section 3.07 Material Contracts 16 Section 3.08 Title to Purchased Assets 19 Section 3.09 Condition of Assets; Sufficiency 19 Section 3.10 Real Property 19 Section 3.11 Intellectual Property 20 Section 3.12 Inventory 23 Section 3.13 Accounts Receivable 23 Section 3.14 Customers and Suppliers 23 Section 3.15 Insurance 24 Section 3.16 Legal Proceedings; Governmental Orders 24 Section 3.17 Compliance With Laws; Permits 24 Section 3.18 [Reserved] 25 Section 3.19 Employee Benefit Matters 25 Section 3.20 Employment Matters 26 ACTIVE 55877614v16 Section 3.21 Taxes 27 Section 3.22 Brokers 28 Section 3.23 Related Parties Transactions 28 Section 3.24 Product Warranty; Product Liability 28 ARTICLE IV Representations and Warranties of Company Y 8 Buyer 29 Section 4.01 Organization of Buyer 29 Section 4.02 Authority of Buyer 29 Section 4.03 No Conflicts; Consents 29 Section 4.04 Brokers 29 Section 4.05 Sufficiency of Funds 29 Section 4.06 Legal Proceedings 29 Section 4.07 No Other Representations 30 ARTICLE IV OTHER COVENANTS 9 V Covenants 30 Section 4.1 Prohibition on Transfers of Company T Shares 9 5.01 Employees and Employee Benefits 30 Section 4.2 Prohibition on Transfers of Company Y Shares 9 5.02 Confidentiality 31 Section 4.3 Additional Shares 10 5.03 Non-Competition; Non-Solicitation 31 Section 4.4 Share Dividends, etc. 10 5.04 Public Announcements 33 Section 4.5 No Solicitation 10 5.05 Bulk Sales Laws 33 Section 4.6 No Inconsistent Agreements 10 5.06 Receivables 33 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 5.07 Transfer Taxes 33 Section 4.8 Documentation and Information 11 5.08 Straddle Period Taxes 34 Section 4.9 Registration of ADS 11 Section 4.10 5.09 Further Assurances 11 34 Section 5.10 Conduct of the Business 34 Section 5.11 Access 35 Section 5.12 Subsequent Actions 35 Section 5.13 Exclusivity 36 Section 5.14 Alternate Procedure 36 Section 5.15 Remotely Transferred Assets 36 Section 5.16 Privileged Communications 36 Section 5.17 Cooperation; Records and Documents 36 Section 5.18 Use of “miraDry” Name; Corporate Name 37 ARTICLE V MISCELLANEOUS 12 VI Indemnification 38 Section 5.1 6.01 Survival 38 Section 6.02 Indemnification By Sellers 38 Section 6.03 Indemnification By Buyer 38 Section 6.04 Certain Limitations 39 Section 6.05 Indemnification Procedures 40 Section 6.06 Payments 41 Section 6.07 Tax Treatment of Indemnification Payments 42 Section 6.08 [Reserved] 42 ACTIVE 55877614v16 Section 6.09 Exclusive Remedies 42 ARTICLE VII Definitions 42 ARTICLE VIII Miscellaneous 52 Section 8.01 Expenses 52 Section 8.02 Notices 52 Section 8.03 Interpretation 12 53 Section 5.2 Termination 13 8.04 Headings 53 Section 5.3 Governing Law and Venue 13 8.05 Severability 53 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Waiver 15 Section 5.7 8.06 Entire Agreement 15 53 Section 5.8 8.07 Successors and Assigns 53 Section 8.08 No Third-Party party Beneficiaries 15 53 Section 5.9 Severability 15 8.09 Amendment and Modification; Waiver 54 Section 5.10 Rules 8.10 Governing Law; Submission to Jurisdiction; Waiver of Construction 15 Jury Trial 54 Section 5.11 Assignment 16 Section 5.12 8.11 Specific Performance 16 55 Section 5.13 Company T Shareholder Capacity 16 8.12 Counterparts 55 Section 5.14 No Ownership Interest 16 8.13 Prevailing Party 55 Section 5.15 Costs and Expenses 16 Section 5.16 Counterparts; Effectiveness 17 EXHIBIT A JOINDER 8.14 Guarantee 55 ACTIVE 55877614v16 ASSET PURCHASE AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4, 5 Additional Shares 4 Affiliate 3 This Asset Purchase 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”), dated as of May 11, 2021, is entered into by and among Youku (i) miraDry, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands a Delaware corporation (“Company YmiraDry”), (ii) miraDry Holdings, Inc., a Delaware corporation (“MD Holdings”), (iii) miraDry International, Inc., a Delaware corporation (“MD International”, and the Person listed on Schedule 1 hereto collectively with miraDry and MD Holdings, “Sellers”), (the v) miraDry Acquisition Company, Inc., a Delaware corporation (“Company T ShareholderBuyer”), (vi) Sientra, Inc., a Delaware corporation (“Owner”), and, solely for purposes of Section 8.14, 1315 Capital II, LP, a Delaware limited partnership (“Guarantor”).

TABLE OF CONTENTS. (Continued) Page Section 9.7 Waiver of Past Events 86 Section 9.8 Control by the Control Party 86 Section 9.9 Limitation on Suits 86 Section 9.10 Unconditional Rights of Noteholders to Receive Payment 87 Section 9.11 The Trustee May File Proofs of Claim 87 Section 9.12 Undertaking for Costs 88 Section 9.13 Restoration of Rights and Remedies 88 Section 9.14 Rights and Remedies Cumulative 88 Section 9.15 Delay or Omission Not Waiver 89 Section 9.16 Waiver of Stay or Extension Laws 89 ARTICLE I GENERAL 3 X THE TRUSTEE 89 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 10.1 Duties of the Trustee 89 Section 2.1 Agreement to Vote 5 10.2 Rights of the Trustee 92 Section 2.2 Grant 10.3 Individual Rights of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 the Trustee 93 Section 3.1 10.4 Notice of Events of Default and Defaults 93 Section 10.5 Compensation and Indemnity 93 Section 10.6 Replacement of the Trustee 94 Section 10.7 Successor Trustee by Merger, etc 96 Section 10.8 Eligibility Disqualification 96 Section 10.9 Appointment of Co-Trustee or Separate Trustee 96 Section 10.10 Representations and Warranties of Trustee 98 Section 10.11 Trustee Communications 98 Section 10.12 98 ARTICLE XI DISCHARGE OF INDENTURE 99 Section 11.1 Termination of the Company T Shareholder 7 Co-Issuers’ and Guarantors’ Obligations 99 Section 3.2 Representations 11.2 Application of Trust Money 102 Section 11.3 Repayment to the Co-Issuers 102 Section 11.4 Reinstatement 102 ARTICLE XII AMENDMENTS 103 Section 12.1 Without Consent of the Noteholders 103 Section 12.2 With Consent of the Noteholders 104 Section 12.3 Supplements 106 Section 12.4 Revocation and Warranties Effect of Company Y 8 Consents 106 Section 12.5 Notation on or Exchange of Notes 106 Section 12.6 The Trustee to Sign Amendments, etc 106 ARTICLE IV OTHER COVENANTS 9 XIII MISCELLANEOUS 107 Section 4.1 Prohibition 13.1 Notices 107 Section 13.2 Communication by Noteholders With Other Noteholders 111 Section 13.3 Certificate and Opinion as to Conditions Precedent 111 Section 13.4 Statements Required in Certificate 112 Section 13.5 Rules by the Trustee 112 TABLE OF CONTENTS (Continued) Page Section 13.6 Benefits of Indenture 112 Section 13.7 Payment on Transfers Business Day 112 Section 13.8 Governing Law 112 Section 13.9 Successors 113 Section 13.10 Severability 113 Section 13.11 Counterpart Originals 113 Section 13.12 Table of Company T Shares 9 Contents, Headings, etc 113 Section 4.2 Prohibition on Transfers 13.13 No Bankruptcy Petition Against the Securitization Entities 113 Section 13.14 Recording of Company Y Shares 9 Indenture 114 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 13.15 Waiver of Appraisal Jury Trial 114 Section 13.16 Submission to Jurisdiction; Waivers 114 Section 13.17 Permitted Asset Dispositions; Release of Collateral 115 Section 13.18 Administration of the DNAF Account 115 ANNEXES Annex A Base Indenture Definitions List EXHIBITS Exhibit A Weekly Servicer’s Report Exhibit B Quarterly Servicer’s Certificate Exhibit C Monthly Distributor Profit Certificate Exhibit D-1 Form of Grant of Security Interest in Trademarks Exhibit D-2 Form of Grant of Security Interest in Patents Exhibit D-3 Form of Grant of Security Interest in Copyrights Exhibit E-1 Form of Supplemental Grant of Security Interest in Trademarks Exhibit E-2 Form of Supplemental Grant of Security Interest in Patents Exhibit E-3 Form of Supplemental Grant of Security Interest in Copyrights Exhibit F Form of Information Request Certification SCHEDULES Schedule 7.3 – Consents Schedule 7.6 – Plans Schedule 7.7 – Proposed Tax Assessments Schedule 7.13(a) – Non-Perfected Liens Schedule 7.19 – Insurance Schedule 7.21 – Pending Actions or Proceedings Relating to the Securitization IP 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 AGREEMENTthe Overseas IP Schedule 8.11 – Liens BASE INDENTURE, dated as of March 11April 16, 2012 (this “Agreement”)2007, by and among Youku Inc.DOMINO’S PIZZA MASTER ISSUER LLC, an exempted company with a Delaware limited liability incorporated under company (the laws of “Master Issuer”), DOMINO’S PIZZA DISTRIBUTION LLC, a Delaware limited liability company (the Cayman Islands “Domestic Distributor”), DOMINO’S SPV CANADIAN HOLDING COMPANY INC., a Delaware corporation (the “Company YSPV Canadian Holdco”), DOMINO’S IP HOLDER LLC, a Delaware limited liability company (the “IP Holder” and together with the Master Issuer, the Domestic Distributor and the SPV Canadian Holdco, collectively, the “Co-Issuers” and each, a “Co-Issuer”), each as a Co-Issuer, and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”)as securities intermediary.

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1 DEFINITIONS; INTERPRETATION 1 1.1 Defined Terms 1 1.2 Other Defined Terms; Interpretation 13 ARTICLE 2 ORGANIZATIONAL MATTERS 14 2.1 Formation 14 2.2 Name and Purpose 14 2.3 Principal Place of Business; Other Places of Business 14 2.4 Registered Office; Registered Agent 14 2.5 Business Purpose 15 2.6 Powers 15 2.7 Qualification in Other Jurisdictions 15 2.8 Members 15 2.9 Title to Property 15 2.10 Payments of Individual Obligations 15 ARTICLE 3 INITIAL CAPITAL; ADDITIONAL CAPITAL 16 3.1 Development Budget Capital Contributions 16 3.2 Additional Capital Contributions 16 3.3 Failure to make Capital Contributions 16 3.4 Capital Accounts 16 3.5 Member Capital 16 3.6 Member Loans 16 ARTICLE II VOTING 4 DISTRIBUTIONS 17 4.1 In General 17 4.2 Incorrect Distributions 17 4.3 Amounts Withheld 17 4.4 Distributions Upon Liquidation 17 4.5 Distributions in Kind 17 ARTICLE 5 ALLOCATIONS OF PROFITS AND LOSSES 17 5.1 Book Allocations 17 5.2 Special Allocations 18 5.3 Curative Allocations 20 5.4 Loss Limitation 20 5.5 Other Allocation Rules 20 5.6 Tax Allocations; Code Section 2.1 Agreement 704(c) 20 5.7 Tax Status; Tax Elections; Tax Matters Partner 21 ARTICLE 6 PROJECTS 23 6.1 Project 23 6.2 Conditions Precedent to Vote 5 Section 2.2 Grant Additional Capital Contributions 23 ARTICLE 7 MANAGEMENT 23 7.1 Members Committee 23 7.2 Number; Election; Initial Members Committee 23 7.3 Term of Proxy 6 Representatives 24 7.4 Resignation; Removal; Vacancies 24 7.5 Chair 24 7.6 Voting Rights 24 7.7 Meetings 24 7.8 Power and Authority 25 7.9 Matters Requiring Unanimous Approval of the Members Committee 27 7.10 Subcommittees 28 7.11 Defaulting Member 28 7.12 Cooperation of Members for Regulatory Proceedings 29 7.13 Certain Affiliate Arrangements 29 7.14 Budgets 29 ARTICLE III 8 MEMBERS 31 8.1 Meetings of Members 31 8.2 Action Without Meetings 31 8.3 Voting 31 8.4 Meetings by Telephone or Other Technology 31 8.5 Third-Party Dealings With Members 31 8.6 Liability of Members 31 8.7 Independent Activities; Disclaimer of Duties; Release 32 8.8 Waiver of Conflicts 34 ARTICLE 9 MEMBERS’ INTERNAL COSTS 35 9.1 Pre-Formation Internal Costs 35 9.2 Post-Formation Internal Costs 35 9.3 Cost Pass Through 35 ARTICLE 10 OFFICERS 35 10.1 The Company 35 10.2 Officers 35 ARTICLE 11 COMPLIANCE WITH CERTAIN LAWS 37 11.1 Compliance with Certain Codes of Conduct 37 11.2 Compliance with Antitrust Laws 37 11.3 Regulatory Compliance 37 ARTICLE 12 TRANSFERS OF INTERESTS 38 12.1 General 38 12.2 Transfers to Corporate Affiliates 38 12.3 Transfers After In-Service Date 38 12.4 Deemed Dispositions 38 12.5 Right of First Refusal 39 12.6 Compliance with Securities Laws 40 12.7 Further Restrictions 40 12.8 Prohibited Transfers 41 12.9 Transfer Compensation Amount 41 12.10 Admission 42 12.11 Voluntary Withdrawal 42 12.12 Involuntary Withdrawal 42 ARTICLE 13 DEADLOCKS 42 13.1 Deadlock Notice 42 13.2 Mediation 43 13.3 Arbitration 43 ARTICLE 14 DEFAULT, REMEDIES 44 14.1 Events of Default 44 14.2 Remedies 44 14.3 Funding Capital Call 44 14.4 Purchase Remedy; Right to Cure 45 14.5 Cooperation by Defaulting Member 46 14.6 Third Party Approvals 47 ARTICLE 15 INDEMNIFICATION; LIMITATION OF LIABILITY 47 15.1 Indemnification by a Member 47 15.2 Indemnification by Company 47 15.3 Survival; Limitations; Procedures 48 15.4 Indemnification Procedure 48 ARTICLE 16 DISSOLUTION, LIQUIDATION, AND TERMINATION OF THE COMPANY 49 16.1 Limitations 49 16.2 Exclusive Causes 49 16.3 Effect of Dissolution 49 16.4 Deficit Capital Accounts 49 16.5 Liquidation 49 16.6 Compliance with Certain Requirements of Regulations 50 16.7 Deemed Contribution and Distribution 50 16.8 Character of Liquidating Distributions 50 ARTICLE 17 REPRESENTATIONS AND WARRANTIES 7 Section 3.1 50 17.1 NU Ventures Representations and Warranties of the Company T Shareholder 7 Section 3.2 50 17.2 NSTAR Ventures Representations and Warranties 52 ARTICLE 18 CONFIDENTIALITY 53 18.1 Confidentiality Obligation; Permitted Disclosures 53 18.2 Legally Required Disclosures 54 18.3 Survival 54 ARTICLE 19 REPORTS 54 19.1 Company Records 54 19.2 Examination of Company Y 8 Records 55 19.3 Reports 55 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, etc20 MISCELLANEOUS 55 20.1 Amendments 55 20.2 Entire Agreement 55 20.3 Further Assurances. 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 56 20.4 Notices 56 20.5 Governing Law and Venue 13 Section 5.4 Notices 14 Section 5.5 Amendment 14 Section 5.6 Extension; Jurisdiction 56 20.6 WAIVER OF RIGHT TO JURY TRIAL 56 20.7 No Drafting Presumption 56 20.8 Binding Effect 56 20.9 Press Releases 56 20.10 Severability 56 20.11 Counterparts 57 20.12 Waiver 15 Section 5.7 Entire Agreement 15 Section 5.8 57 20.13 No ThirdState-Law Partnership 57 20.14 No Third Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules 57 Annex A - Form of Construction 15 Section 5.11 Assignment 16 Section 5.12 Specific Performance 16 Section 5.13 Joinder Agreement Exhibit A – Form of Service Agreement with Northeast Utilities Service 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 Schedule 2.8 – Members Schedule 6.1 - Project Schedule 6.2 - Conditions Precedent Schedule 7.2 – Initial Members Committee Schedule 7.13 – Approved Affiliate Agreements LIMITED LIABILITY COMPANY 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 This LIMITED LIABILITY COMPANY AGREEMENT VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”) of Northern Pass Transmission LLC, a New Hampshire limited liability company (the “Company”), is made and entered into as of the Effective Date, by and among Youku between NU Transmission Ventures, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands a Connecticut corporation (“Company YNU Ventures”)) and NSTAR Transmission Ventures, and the Person listed on Schedule 1 hereto Inc., a Massachusetts corporation (the “Company T ShareholderNSTAR Ventures”).

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 1 INTERPRETATION 2 Section 1.1 Defined Terms 3 2 Section 1.2 Certain Rules of Interpretation 16 ARTICLE II VOTING 5 2 THE ARRANGEMENT 17 Section 2.1 Agreement to Vote 5 Arrangement 17 Section 2.2 Grant Interim Order 18 Section 2.3 The Meeting 19 Section 2.4 The Company Circular 20 Section 2.5 Final Order 22 Section 2.6 Court Proceedings 22 Section 2.7 Treatment of Proxy 6 Convertible Securities 23 Section 2.8 Articles of Arrangement and Effective Date 23 Section 2.9 Payment of Consideration 24 Section 2.10 Dissenting Shareholders 24 Section 2.11 Tax Election 24 Section 2.12 Intended Tax Treatment 24 Section 2.13 U.S. Securities Law Matters 24 ARTICLE III 3 REPRESENTATIONS AND WARRANTIES 7 26 Section 3.1 Representations and Warranties of the Company T Shareholder 7 26 Section 3.2 Representations and Warranties of Company Y 8 the Purchaser 27 ARTICLE IV OTHER 4 COVENANTS 9 28 Section 4.1 Prohibition on Transfers Conduct of Business of the Company T Shares 9 28 Section 4.2 Prohibition on Transfers Conduct of Company Y Shares 9 the Business of the Purchaser 34 Section 4.3 Additional Shares 10 Regulatory Approvals 36 Section 4.4 Share Dividends, etc. 10 Covenants of the Company Regarding the Arrangement 38 Section 4.5 No Solicitation 10 Covenants of the Purchaser Regarding the Arrangement 38 Section 4.6 No Inconsistent Agreements 10 Company Covenant Regarding Convertible Securities 39 Section 4.7 Waiver of Appraisal and Dissenters’ Rights 11 Purchaser Covenants Regarding Convertible Securities 39 Section 4.8 Documentation and Information 11 Access to Information; Confidentiality 40 Section 4.9 Registration of ADS 11 Stock Exchange Delisting 40 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 12 Public and Employee Communications 41 Section 5.1 Interpretation 12 4.11 Insurance and Indemnification 41 Section 5.2 Termination 13 4.12 Transaction Litigation 43 Section 5.3 Governing Law 4.13 Notice 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”).Cure Provisions 43

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section Definitions and Accounting Terms 2 SECTION 1.1 Defined Terms 3 2 SECTION 1.2 Use of Defined Terms 28 SECTION 1.3 Certain Rules of Construction 28 SECTION 1.4 Accounting Determinations 29 ARTICLE II VOTING 5 Section FUNDING OF LOANS 29 SECTION 2.1 Agreement to Vote 5 Section Amount and Terms of Loans 29 SECTION 2.2 Grant Notes 32 SECTION 2.3 Termination of Proxy 6 Term Loan Commitments 32 SECTION 2.4 Continuation and Conversion Elections 33 ARTICLE III REPRESENTATIONS Payments, Interest and Fees 34 SECTION 3.1 Repayments and Prepayments 34 SECTION 3.2 Interest Provisions 36 SECTION 3.3 Commitment Fee 37 ARTICLE IV YIELD PROTECTION, TAXES AND WARRANTIES 7 Section 3.1 RELATED PROVISIONS 37 SECTION 4.1 Eurodollar Rate Lending Unlawful 37 SECTION 4.2 Inability to Determine Rates 37 SECTION 4.3 Capital Adequacy and Other Adjustments 38 SECTION 4.4 Funding Losses 39 SECTION 4.5 Mitigation Obligations; Replacement of Lender 39 SECTION 4.6 Taxes 40 SECTION 4.7 Payments, Interest Calculations, etc 44 SECTION 4.8 Sharing of Payments 45 SECTION 4.9 Right of Setoff 46 SECTION 4.10 Use of Proceeds 46 SECTION 4.11 Payment Reliance 46 SECTION 4.12 Defaulting Lenders 47 ARTICLE V CONDITIONS PRECEDENT TO INITIAL FUNDING DATE 49 SECTION 5.1 Conditions 49 SECTION 5.2 Conditions to the making of all Borrowings on the Revolving Loans 55 ARTICLE VI Representations and Warranties 56 SECTION 6.1 Organization, etc 56 SECTION 6.2 Due Authorization, Non-Contravention, etc 57 SECTION 6.3 Required Approvals 57 SECTION 6.4 Validity, etc 58 SECTION 6.5 No Material Liabilities 58 SECTION 6.6 No Material Adverse Change, etc 58 SECTION 6.7 Litigation, Labor Matters, etc 58 SECTION 6.8 Capitalization 59 SECTION 6.9 Compliance with Laws, etc 59 SECTION 6.10 Properties, Permits, etc 59 SECTION 6.11 Taxes, etc 60 SECTION 6.12 ERISA 61 SECTION 6.13 Environmental Warranties 61 SECTION 6.14 Accuracy of the Information 62 SECTION 6.15 Transaction Agreement, etc 63 SECTION 6.16 Absence of Default and Restrictions 63 SECTION 6.17 Margin Regulations; Bank Secrecy Act, etc 64 SECTION 6.18 Investment Company T Shareholder 7 Section 3.2 Status 64 SECTION 6.19 Material Agreements; Governmental Approvals 64 SECTION 6.20 Solvency 65 SECTION 6.21 Insurance 65 SECTION 6.22 Affiliate Transactions 65 SECTION 6.23 Patriot Act, etc 65 SECTION 6.24 Separateness; Special 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”).Covenants Relating to Loan Parties 66

TABLE OF CONTENTS. (Continued) Page Section 8.8 China Stamp Duty 54 Section 8.9 Conflicts 55 ARTICLE I GENERAL 3 IX INDEMNIFICATION 55 Section 1.1 Defined Terms 3 9.1 Survival 55 Section 9.2 Indemnification of the Buyer Indemnified Parties 55 Section 9.3 Indemnification of the Seller Indemnified Parties 56 Section 9.4 Limitations 56 Section 9.5 Limitation on Remedies 58 Section 9.6 Claims 58 Section 9.7 Effect of Knowledge or Waiver of Condition 60 Section 9.8 Additional Matters 60 Section 9.9 Escrow Release 60 ARTICLE II VOTING 5 X MISCELLANEOUS 61 Section 2.1 10.1 Expenses 61 Section 10.2 Amendment 61 Section 10.3 Entire Agreement 61 Section 10.4 Tax Treatment of Indemnity Payments 61 Section 10.5 Notices 62 Section 10.6 Waiver 63 Section 10.7 Binding Effect; Assignment 63 Section 10.8 No Third Party Beneficiary 64 Section 10.9 Governing Law 64 Section 10.10 Consent to Vote 5 Jurisdiction and Service of Process 64 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 10.11 WAIVER OF JURY TRIAL 64 Section 3.1 10.12 Specific Performance 65 Section 10.13 Severability 65 Section 10.14 Counterparts; Delivery by Facsimile or PDF 65 Section 10.15 Representations and Warranties of the Company T Shareholder 7 SHL 65 Section 3.2 Representations 10.16 Non-Recourse 66 EXHIBITS Exhibit A Form of Escrow Agreement Exhibit B Form of Instruments of Transfer 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 Bought 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 Sold Notes SHARE PURCHASE 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 SHARE PURCHASE AGREEMENT, dated as of March 11May 31, 2012 2016 (this “Agreement”), by and among Youku Inc.Xxxxxxx Xxxx (Europe) B.V., an exempted a Dutch private limited liability company (the “Buyer”), Xxxxxxx Xxxx (HK) Limited, a company incorporated in Hong Kong with limited liability incorporated under (the laws of the Cayman Islands (“Company YCompany”), and the Person listed on Schedule 1 hereto Xxxxxxx Xxxx Far East Trading Limited, a British Virgin Islands company (the “Company T ShareholderSeller”) and Sportswear Holdings Limited, a British Virgin Islands company (“SHL”, which has executed this Agreement solely for the purposes of agreeing to be bound by Section 7.1, Section 7.2, Section 7.3, Section 7.4, Section 7.5, Section 7.6, Section 7.7 and Section 10.15).

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 PART A - CENTRAL TERMS 1 C1.00 - Structure and Content 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 Collective Agreement 3 Bankruptcy C2.00 - Length of Term/Notice to Bargain/Renewal 3 C3.00 - Definitions 4 C4.00 - Central Labour Relations Committee 4 C5.00 - Central Grievance Process 5 C6.00 - Certification Group/Category Rating Statement Provider 7 C7.00 - Benefits 7 C8.00 - Statutory Leaves of Absence/SEB 11 C9.00 - Sick Leave 12 C10.00 - Provincial Schools Authority/PSAT 15 C11.00 - Ministry/School Board Initiatives 15 C12.00 - Occasional Teachers and Equity Exception PA Days 16 C13.00 - Provincial Federation Release Rights 16 C14.00 - E-Learning 16 Appendix A - Retirement Gratuities 00 Xxxxxxxx X - Abilities Form 19 Letter of Agreement #1 RE: Sick Leave 21 Letter of Agreement #2 RE: Status Quo Central Items 22 Letter of Agreement #3 RE: Central Items that Modify Local Terms 23 Letter of Agreement #4 RE: Qualifications Evaluation Council of Ontario-QECO 26 Letter of Agreement #5 RE: Provincial Working Group-Health and Safety 27 Letter of Agreement #6 RE: Online Reporting Tool for Violent Incidents 28 Letter of Agreement #7 Beneficial Owner RE: Half Day of Violence Prevention Training 29 Letter of Agreement #8 RE: Combined Teachers’ Bargaining Units 30 Letter of Agreement #9 RE: Long Term Disability Administration 31 Letter of Agreement #10 RE: Employee Life and Trust (ELHT) Committee 33 Letter of Agreement #11 RE: Pilot on a Streamlined Arbitration Process Model 34 Letter of Agreement #12 RE: E-Learning Implementation Committee 35 Letter of Agreement #13 RE: E-Learning Alternative Models 36 Letter of Agreement Retained for Historical Reference Only (LOA #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 Benefits) 37 Letter of Agreement Retained for Historical Reference Only (LOA #6 Status Quo Items as Modified by 4 controlling 4 Covered Shares 5 this Agreement) 45 PART B - LOCAL TERMS 49 L1 - Definitions 51 L2 - Purpose and Recognition 52 L3 - 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 AGREEMENTPeriod 54 L4 - Management Rights 55 L5 - Federation Rights 56 L6 - Classification of Teachers 57 L7 - Salary and Allowances (Secondary Only) 62 L8 - Benefits, dated as Sick Leave, ERIP 66 L9 - Leaves of March 11Absence 72 L10 - Staffing and Workload (Secondary Only) 81 L11 - Transfers/Retirements/Resignations (Secondary Only) 86 L12 - Seniority, 2012 (this “Agreement”)Redundancy, by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”)Layoff, and Recall (Secondary Only) 89 L13 - Leadership and Chair Structure (Secondary Only) 99 L14 - Contract Maintenance, Grievance, and Arbitration (Secondary Only) 101 L15 - Health and Safety 103 L16 - Teacher Evaluations (Secondary Only) 104 L17 - Committees (Secondary Only) 108 Articles L18 to L26 apply to Adult and Continuing Education (A&CE) Teachers only L18 - Seniority, Probation, Layoff, Recall and Termination (A&CE Teachers Only) 111 L19 - Staffing (A&CE Teachers Only) 114 L20 - External Vacancies (A&CE Teachers Only) 116 L21 - Benefits (A&CE Teachers Only) 116 L22 - Salaries and Allowances (A&CE Teachers Only) 118 L23 - Professional Activity (A&CE Teachers Only) 121 L24 - Paydates (A&CE Teachers Only) 121 L25 - Performance Appraisal (A&CE Teachers Only) 121 L26 - Relations Committee (A&CE Teachers Only) 122 Appendix A Benefits Summary 000 Xxxxxxxx X Pregnancy/Parental Leaves and Benefits 124 Letter of Understanding (Monitoring Timetables and Workload of Teachers Assigned to Multiple Worksites) 125 Letter of Understanding (Teacher Performance Appraisals) 126 Letter of Understanding (Performance Appraisals) 127 Letter of Understanding (Hours of Work) 128 Letter of Understanding (Teacher Exposure to Incidents of Violence and Harassment in the Person listed on Schedule 1 hereto (the “Company T Shareholder”).Workplace) 129 Appendix II For Information Purposes 130 PART A CENTRAL TERMS

TABLE OF CONTENTS. Page ARTICLE I ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL 3 APPLICATION 1 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 101 Definitions 1 Section 2.1 Agreement 102 Compliance Certificates and Opinions 8 Section 103 Form of Documents Delivered to Vote 5 Trustee 8 Section 2.2 Grant 104 Acts 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 Holders; Record Dates 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 Dividends105 Notices, etc. to Trustee and Operating Partnership 10 Section 4.5 No Solicitation 106 Notice to Holders of Securities; Waiver 10 Section 4.6 No Inconsistent Agreements 107 Language of Notices 10 Section 4.7 108 Conflict with Trust Indenture Act 11 Section 109 Effect of Headings and Table of Contents 11 Section 110 Successors and Assigns 11 Section 111 Separability Clause 11 Section 112 Benefits of Indenture 11 Section 113 Governing Law; Waiver of Appraisal and Dissenters’ Rights Jury Trial 11 Section 4.8 Documentation and Information 114 Legal Holidays 11 Section 4.9 Registration of ADS 115 Counterparts 11 Section 4.10 Further Assurances 11 ARTICLE V MISCELLANEOUS 116 Judgment Currency 12 Section 5.1 Interpretation 117 Extension of Payment Dates 12 Section 5.2 Termination 118 Immunity of General Partners, Limited Partners, Stockholders, Directors, Officers, Employees, Incorporators and Agents of the Operating Partnership, the Company and Guarantors 12 Section 119 USA Patriot Act 12 Section 120 Force Majeure 13 Section 5.3 Governing Law and Venue 121 FATCA 13 ARTICLE TWO SECURITIES FORMS 13 Section 5.4 Notices 201 Forms Generally 13 Section 202 Form of Trustee’s Certificate of Authentication 13 Section 203 Securities in Global Form 14 ARTICLE THREE THE SECURITIES 14 Section 5.5 Amendment 301 Amount Unlimited; Issuable in Series 14 Section 5.6 Extension302 Currency; Denominations 18 Section 303 Execution, Authentication, Delivery and Dating 18 Section 304 Temporary Securities 19 Section 305 Registration, Transfer and Exchange 20 Section 306 Mutilated, Destroyed, Lost and Stolen Securities 21 Section 307 Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved 22 Section 308 Persons Deemed Owners 23 Section 309 Cancellation 23 Section 310 Computation of Interest 24 Section 311 CUSIP Numbers 24 ARTICLE FOUR SATISFACTION AND DISCHARGE OF INDENTURE 24 Section 401 Satisfaction and Discharge 24 Section 402 Defeasance and Covenant Defeasance 25 Section 403 Application of Trust Money 28 Section 404 Reinstatement 29 Section 405 Qualifying Trustee 29 ARTICLE FIVE REMEDIES 29 Section 501 Events of Default 29 Section 502 Acceleration of Maturity; Rescission and Annulment 30 Section 503 Collection of Indebtedness and Suits for Enforcement by Trustee 31 Section 504 Trustee May File Proofs of Claim 32 Section 505 Trustee May Enforce Claims without Possession of Securities 32 Section 506 Application of Money Collected 33 Section 507 Limitations on Suits 33 Section 508 Unconditional Right of Holders to Receive Principal and any Premium, Interest and Additional Amounts 33 Section 509 Restoration of Rights and Remedies 34 Section 510 Rights and Remedies Cumulative 34 Section 511 Delay or Omission Not Waiver 15 34 Section 5.7 Entire Agreement 15 512 Control by Holders of Securities 34 Section 5.8 No Third-Party Beneficiaries 15 513 Waiver of Past Defaults 34 Section 5.9 Severability 15 514 Waiver of Usury, Stay or Extension Laws 35 Section 5.10 Rules 515 Undertaking for Costs 35 ARTICLE SIX THE TRUSTEE 35 Section 601 Certain Rights of Construction 15 Trustee 35 Section 5.11 Assignment 16 602 Notice of Defaults 37 Section 5.12 Specific Performance 16 603 Not Responsible for Recitals or Issuance of Securities 37 Section 5.13 Company T Shareholder Capacity 16 604 May Hold Securities; Transactions with the Operating Partnership or any Guarantor 38 Section 5.14 No Ownership 605 Money Held in Trust 38 Section 606 Compensation and Reimbursement 38 Section 607 Corporate Trustee Required; Eligibility 39 Section 608 Resignation and Removal; Appointment of Successor 39 Section 609 Acceptance of Appointment by Successor 40 Section 610 Merger, Conversion, Consolidation or Succession to Business 41 Section 611 Appointment of Authenticating Agent 41 ARTICLE SEVEN HOLDERS LISTS AND REPORTS BY TRUSTEE, OPERATING PARTNERSHIP AND GUARANTORS 42 Section 701 Operating Partnership to Furnish Trustee Names and Addresses of Holders 42 Section 702 Preservation of Information; Communications to Holders 43 Section 703 Reports by Trustee 43 Section 704 Reports by the Operating Partnership 43 ARTICLE EIGHT CONSOLIDATION, MERGER, SALES AND SUBSTITUTION 44 Section 801 Operating Partnership May Consolidate, Etc., Only on Certain Terms 44 Section 802 Guarantor May Consolidate, Etc., Only on Certain Terms 44 Section 803 Successor Person Substituted for Operating Partnership or Guarantor 45 ARTICLE NINE SUPPLEMENTAL INDENTURES 45 Section 901 Supplemental Indentures Without Consent of Holders 45 Section 902 Supplemental Indentures with Consent of Holders 46 Section 903 Execution of Supplemental Indentures 48 Section 904 Effect of Supplemental Indentures 48 Section 905 Reference in Securities to Supplemental Indentures 48 Section 906 Conformity with Trust Indenture Act 48 ARTICLE TEN COVENANTS 48 Section 1001 Payment of Principal, Premium, Interest 16 and Additional Amounts 48 Section 5.15 Costs 1002 Maintenance of Office or Agency 48 Section 1003 Provisions as to Paying Agent 49 Section 1004 Additional Amounts 50 Section 1005 Corporate Existence 50 Section 1006 Waiver of Certain Covenants 50 Section 1007 Operating Partnership and Expenses 16 Guarantor Statement as to Compliance 50 Section 5.16 Counterparts1008 Calculation of Original Issue Discount 51 ARTICLE ELEVEN REDEMPTION OF SECURITIES 51 Section 1101 Applicability of Article 51 Section 1102 Election to Redeem; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX Notice to Trustee 51 Section 1103 Selection by Trustee of Securities to be Redeemed 51 Section 1104 Notice of Redemption 52 Section 1105 Deposit of Redemption Price 53 Section 1106 Securities Payable on Redemption Date 53 Section 1107 Securities Redeemed in Part 53 ARTICLE TWELVE SINKING FUNDS 54 Section 1201 Applicability of Article 54 Section 1202 Satisfaction of Sinking Fund Payments with Securities 54 Section 1203 Redemption of Securities for Sinking Fund 54 ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF DEFINED TERMS Term HOLDERS 55 Section Acquisition Proposal 41301 Applicability of Article 55 ARTICLE FOURTEEN SECURITIES IN FOREIGN CURRENCIES 55 Section 1401 Applicability of Article 55 Section 1402 Monies of Different Currencies to be Segregated 55 ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES 56 Section 1501 Purposes for Which Meetings May Be Called 56 Section 1502 Call, 5 Additional Shares 4 Affiliate 3 Agreement 3 Bankruptcy Notice 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 AGREEMENTPlace of Meetings 56 Section 1503 Persons Entitled to Vote at Meetings 56 Section 1504 Quorum; Action 56 Section 1505 Determination of Voting Rights; Conduct and Adjournment of Meetings 57 Section 1506 Counting Votes and Recording Action of Meetings 58 ARTICLE SIXTEEN GUARANTEE OF SECURITIES 58 Section 1601 Guarantee 58 Section 1602 Future Guarantors 60 Section 1603 Delivery of Guarantee 60 INDENTURE, dated as of March 11, 2012 201 (this the “AgreementIndenture”), by and among Youku Inc.between: DuPont Fabros Technology, an exempted company with L.P., a Maryland limited liability incorporated under partnership (the laws of the Cayman Islands (“Company YOperating Partnership”), having its principal executive office located at 0000 Xxx Xxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, X.X. 00000, as issuer, and the Person listed on Schedule 1 hereto , as trustee, registrar, paying agent and transfer agent (the “Company T Shareholder”Trustee,” “Registrar,” “Paying Agent,” and “Transfer Agent,” respectively).

TABLE OF CONTENTS. Page ARTICLE Article I GENERAL 3 DEFINITIONS 1 Section 1.1 Defined Terms 3 ARTICLE 1.01 Definitions 1 Article II VOTING 5 CORPORATE GOVERNANCE 12 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 2.01 Composition 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 Board 12 Section 5.1 Interpretation 12 Section 5.2 Termination 2.02 Removal 13 Section 5.3 Governing Law and Venue 2.03 Vacancies 13 Section 5.4 Notices 2.04 By-law Provisions 14 Section 5.5 Amendment 2.05 Committees 14 Section 5.6 Extension2.06 Subsidiaries 14 Section 2.07 Matters Requiring Stockholder Consent 14 Section 2.08 Budget 16 Article III CO-INVESTMENT VEHICLES 17 Section 3.01 Syndication 17 Section 3.02 Cooperation with Syndication 17 Article IV RESTRICTIONS ON TRANSFER 17 Section 4.01 General Restrictions on Transfer 17 Section 4.02 Restrictions on Transfer by Management Stockholders 18 Section 4.03 Legends 19 Section 4.04 Permitted Transferees 19 Article V TAG-ALONG RIGHTS; Waiver 15 DRAG-ALONG RIGHTS; PREEMPTIVE RIGHTS 20 Section 5.7 Entire Agreement 15 5.01 Tag-Along Rights 20 Section 5.8 No Third5.02 Drag-Party Beneficiaries 15 Along Rights 23 Section 5.9 Severability 15 5.03 Additional Provisions Related to Tag-Along Sales and Drag-Along Sales 25 Section 5.10 Rules 5.04 Preemptive Rights 27 Article VI REPURCHASE RIGHTS 30 Section 6.01 Repurchase Rights upon Termination 30 Section 6.02 Termination Pricing and Payment Terms 31 Section 6.03 Termination of Construction 15 Repurchase Right 33 Article VII REGISTRATION RIGHTS 33 Section 5.11 Assignment 16 7.01 Demand Registration 33 Section 5.12 Specific Performance 16 7.02 Piggyback Registration 36 Section 5.13 7.03 Shelf Registration 38 Section 7.04 Lock-Up Agreements 39 Section 7.05 Registration Procedures 40 Section 7.06 Indemnification by the Company T Shareholder Capacity 16 44 Section 5.14 No Ownership Interest 16 7.07 Indemnification by the Participating Stockholders 44 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 7.08 Conduct 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”).Indemnification Proceedings 45

TABLE OF CONTENTS. Page Section 9.4 Withholding and Other Tax Payments by the Partnership 50 ARTICLE I GENERAL 3 X ADMISSION OF PARTNERS 51 Section 1.1 Defined Terms 3 10.1 Admission of Substituted Limited Partners 51 Section 10.2 Admission of Successor General Partner 51 Section 10.3 Admission of Additional Limited Partners 51 Section 10.4 Amendment of Agreement and Certificate of Limited Partnership 52 ARTICLE II VOTING 5 XI WITHDRAWAL OR REMOVAL OF PARTNERS 52 Section 2.1 Agreement 11.1 Withdrawal of the General Partner 52 Section 11.2 Removal of the General Partner 54 Section 11.3 Interest of Departing Partner and Successor General Partner 54 Section 11.4 [Reserved] 55 Section 11.5 Withdrawal of Limited Partners 55 ARTICLE XII DISSOLUTION AND LIQUIDATION 55 Section 12.1 Dissolution 55 Section 12.2 Continuation of the Business of the Partnership After Dissolution 56 Section 12.3 Liquidator 56 Section 12.4 Liquidation 57 Section 12.5 Cancellation of Certificate of Limited Partnership 57 Section 12.6 Return of Contributions 58 Section 12.7 Waiver of Partition 58 Section 12.8 Capital Account Restoration 58 ARTICLE XIII AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE 58 Section 13.1 Amendments to be Adopted Solely by the General Partner 58 Section 13.2 Amendment Procedures 59 Section 13.3 Amendment Requirements 60 Section 13.4 Special Meetings 60 Section 13.5 Notice of a Meeting 61 Section 13.6 Record Date 61 Section 13.7 Adjournment 61 Section 13.8 Waiver of Notice; Approval of Meeting; Approval of Minutes 61 Section 13.9 Quorum and Voting 62 Section 13.10 Conduct of a Meeting 62 Section 13.11 Action Without a Meeting 62 Section 13.12 Right to Vote 5 and Related Matters 63 ARTICLE XIV MERGER 63 TABLE OF CONTENTS Page Section 2.2 Grant 14.1 Authority 63 Section 14.2 Procedure for Merger or Consolidation 63 Section 14.3 Approval by Limited Partners of Proxy 6 Merger or Consolidation 64 Section 14.4 Certificate of Merger 65 Section 14.5 Effect of Merger 65 ARTICLE III REPRESENTATIONS XV RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS 66 Section 15.1 Right to Acquire Limited Partner Interests 66 ARTICLE XVI GENERAL PROVISIONS 67 Section 16.1 Address and Notices 67 Section 16.2 Further Action 68 Section 16.3 Binding Effect 68 Section 16.4 Integration 68 Section 16.5 Creditors 68 Section 16.6 Counterparts 68 Section 16.7 Applicable Law 68 Section 16.8 Invalidity of Provisions 69 Section 16.9 Consent of Partners 69 SECOND AMENDED 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 DividendsRESTATED AGREEMENT OF LIMITED PARTNERSHIP OF XXXXX ENERGY PARTNERS, 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 L.P. THIS SECOND AMENDED AND RESTATED AGREEMENT 21 INDEX OF DEFINED TERMS Term Section Acquisition Proposal 4LIMITED PARTNERSHIP OF XXXXX ENERGY PARTNERS, 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, L.P. dated as of March 11October 31, 2012 (this “Agreement”)2017, is entered into by and among Youku Inc.between HEP Logistics Holdings, an exempted company L.P., a Delaware limited partnership, as the General Partner, together with limited liability incorporated under any other Persons who become Partners in the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 Partnership or parties hereto (the “Company T Shareholder”)as provided herein.

TABLE OF CONTENTS. Page ARTICLE I GENERAL Chapter 1 Setting the scene 1 Chapter 2 Discovering the Pilbara 15 Chapter 3 Section 1.1 Defined Terms Processing obligations in the pre-1973 oil shock world (1962 to 1974) 23 Part 1 Setting the scene-the early Agreements (1963-1967) 23 Part 2 Making adjustments to the early Agreements (1968-1971) 42 Part 3 ARTICLE II VOTING 5 Section 2.1 Agreement The Tonkin Labor government agreements (1971-74) 51 Part 4 Summary of agreements and processing obligations in place in 1974 60 Chapter 4 Processing obligations in the post 1973 oil shock world (1974 to Vote 5 Section 2.2 Grant of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations and Warranties of 1991) 64 Part 1 Prospects for processing in 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 Pilbara 64 Part 2 Changes to agreements processing obligations 77 Part 3 Agreement processing obligations outcomes (1974 to 1990) and outstanding obligations as at 1990 84 Chapter 5 A new era begins in the Pilbara (1991-2006) 88 Part 1 New projects and new agreements 88 Part 2 Progress in meeting new and existing agreement obligations 100 Chapter 6 Outworking of Mount Xxxxxx and BHP Agreements obligations 104 Part 1 Mount Newman 1964 Agreement secondary processing obligation 104 Part 2 Mount Newman 1964 Agreement steelmaking obligation 110 Part 3 Bankruptcy Discharging BHP processing obligations by the establishment of a HBI plant at Port Hedland 115 Chapter 7 Outworking of Hamersley Range Agreement obligations 120 Part 1 Secondary processing obligation 120 Part 2 Metallised Agglomerates to 1976 124 Part 3 Metallised Agglomerates post 1976 Agreement Variations 135 Part 4 Discharging the steelmaking obligation 147 Chapter 8 Analysis of agreement processing obligations outcomes 157 Chapter 9 Evaluation of processing obligations implementation 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 outcomes 169 Part 1 Evaluation of obligations implementation 169 Part 2 Evaluation of obligations outcomes 174 Chapter 10 Making processing more certain under common control with 4 VOTING AGREEMENT VOTING AGREEMENT, dated as agreements 193 Chapter 11 Final review 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”).processing obligations outcomes 208 Appendix A 214 Appendix B 215 Bibliography 221 Tables

TABLE OF CONTENTS. Page ARTICLE I SECTION A - GENERAL Article A1. Purpose of Agreement 1 Article A2. Application, Duration and Amendments 1 Article A3. Interpretation and Definitions 1 Article A4. Recognition 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING Article A5. Administrative Authority 4 Article A6. Information 4 Article A7. Correspondence. 5 Section 2.1 Agreement Article A8. Negotiations 5 Article A9. General Grievance Procedure 6 Article A10. Mediation 7 Article A11. Interest Arbitration 8 Article A12. Rights Arbitration 9 Article A13. Responsibility for the Continuance of Operations 9 Article A14. Committee Structures and Purposes 10 Article A15. Savings Clause 12 Article A16. Discrimination. 12 Article A17. Election of Payment Modality 12 Article A18. Shadow Billing. 13 Article A19. Protection for Military Physicians 13 Article A20. Practice Transition and Succession Planning 13 Article A21. Physician Xxxxxxxxx 00 XXXXXXX X - SALARIED PHYSICIANS Article B1. Application of Sections A, C & D to Vote 5 Section 2.2 Grant Salaried Physicians 15 Article B2. Job Descriptions 15 Article B3. Grievance Procedure - Salaried Physicians 16 Article B4. Hours of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations Work 17 Article B5. Workers’ Compensation 18 Article B6. Sick Leave 18 Article B7. Special Leave 19 Article B8. Vacations. 20 Article B9. Statutory Holidays 22 Article B10. Maternity/Paternity/Parental Leave 22 Article B11. Travel 24 Article B12. Loss of Personal Effects. 24 Article B13. Retirement 24 Article B14. Liability 25 Article B15. Continuing Medical Education (CME) 26 Article B16. Salaries 28 Article B17. Pension and Warranties Benefit Coverage 31 Article B18. Compensation for Uninsured Services/Third Party Billings 31 Article B19. On-Call Duty (Salaried Specialists Only) 32 Article B20. Discipline 32 SECTION C - OTHER PHYSICIAN SERVICES Article C1. Tariff of Fees 33 Article C2. Emergency Department Services 33 Article C3. On-Call Services 36 Article C4. Contract for Services. 41 Article C5. Blended Payment 42 Article C6. Long Term Care 44 Article C7. Visiting Specialists 46 Article C8. Chief and Deputy Chief Health Officers 47 Article C9. Honoraria 48 Article C10. Fee-for-Service Outside Alternate Payment Hours 48 Article C11. Partial Payment for Physicians Outside the Company T Shareholder 7 Section 3.2 Representations Complement 49 Article C12. International Classification of Diseases Coding (ICD) 50 Article C13. Collaborative Family Practice Incentive Program 50 Article C14. Hospitalist Services 51 SECTION D - NON-CLINICAL PROGRAM FUNDING Article D1. Physician Retention Program 55 Article D2. CMPA Assistance 56 Article D3. CME (Non-salaried Physicians) 58 Article D4. Physician Health 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, etcWellness 58 Article D5. 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”).Maternity/Parental Benefits Program 59

TABLE OF CONTENTS. Page ARTICLE I GENERAL Preamble 1 Article 1 - Scope of Recognition 1 Article 2 - Management Rights 1 Article 3 Section 1.1 Defined Terms - Definitions 2 Article 4 - Union Security and Dues Check-Off 5 Article 5 - Technological Change 7 Article 6 - Grievance Procedure 8 Article 7 - Arbitration Procedure 9 Article 8 - Seniority 10 Article 9 - Vacancies, Promotions and Transfers 13 Article 10 - Layoff and Recall 15 Article 11 - Leave of Absence 18 Article 12 - Hours of Work 26 Article 13 - Overtime 28 Article 14 - General Holidays 29 Article 15 - Income Protection 31 Article 16 - Annual Vacation 38 Article 17 - Salaries and Increments 39 Article 18 - Premiums 41 Article 19 - Terminations 42 Article 20 - Special Provisions Re: Part-time Employees 43 Article 21 - Committees 47 Article 22 - Retirement Bonus 48 Article 23 - Employee Benefit Plan 49 Article 24 - Changes in Classification 52 Article 25 - Contracting Out 53 Article 26 - Duration 53 Article 27 - Union Representation 54 Article 28 – Respectful Workplace 55 Article 29 - Bulletin Boards 56 Article 30 - Discharge, Suspension, Discipline and Access to Personnel Files 56 Article 31 – Maintenance Staff 57 Article 32 - Standby 57 Article 33 - Storm/Disaster Pay 58 Article 34 - Education Leave 58 Article 35- Job Descriptions 58 Article 36 - Loss Of or Damage to Personal Effects 59 Article 37-Health and Safety 59 Article 38- Overpayments 62 Schedule “A” 63 Schedule “A” 64 Schedule “A” 65 Schedule “A” 67 Schedule “A” 68 Schedule “B” 69 Letter of Understanding- General Wage Standardization Fun 70 Letter of Understanding- Expanded Staff Mobility 77 Letter of Understanding- Reprresentational Aboriginal Workforce 78 Letter of Understanding- Civil Liability 80 Letter of Understanding- Provincial Facility Support Sector Advisory Committee .................................................................................................................................81 Letter of Understanding- Maintenance of Wage Standardization 83 Alphabetical Table of Contents Preamble 1 Article 16 Annual Vacation 29 Article 7 Arbitration Procedure 7 Article 29 Bulletin Boards 43 Article 24 Changes in Classification 40 Article 21 Committees 36 Article 25 Contracting Out 41 Article 3 ARTICLE II VOTING Definitions 2 Article 30 Discharge, Suspension, Discipline and Access to Personnel Files 43 Article 26 Duration 41 Article 34 Education Leave 45 Article 23 Employee Benefit Plan 38 Article 14 General Holidays 23 Article 6 Grievance Procedure 6 Article 37 Health and Safety 45 Article 12 Hours of Work 20 Article 15 Income Protection 24 Article 35 Job Descriptions 45 Article 10 Layoff and Recall 12 Article 11 Leave of Absence 14 Article 36 Loss Of or Damage to Personal Effects 45 Article 31 Maintenance Staff 44 Article 2 Management Rights 1 Article 38 Overpayments 47 Article 13 Overtime 22 Article 18 Premiums 31 Article 28 Respectful Workplace 42 Article 22 Retirement Bonus 37 Article 17 Salaries and Increments 30 Article 1 Scope of Recognition 1 Article 8 Seniority 8 Article 20 Special Provisions Re: Part-time Employees 33 Article 32 Standby 44 Article 33 Storm/Disaster Pay 44 Article 5 Section 2.1 Agreement to Vote Technological Change 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”).Article 19 Terminations 32 Article 27 Union Representation 42

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 DEFINITIONS AND TERMS 2 Section 1.1 Defined Terms 3 Definitions 2 Section 1.2 Other Definitional Provisions 10 ARTICLE II VOTING 5 THE MERGER 10 Section 2.1 Agreement to Vote 5 The Merger 10 Section 2.2 Grant Closing; Closing Date 10 Section 2.3 Effective Time 10 Section 2.4 Certificate of Proxy 6 Incorporation and Bylaws of the Surviving Corporation 11 Section 2.5 Directors and Officers of the Surviving Corporation 11 Section 2.6 Further Action 11 ARTICLE III CONVERSION OF SHARES 11 Section 3.1 Effects of the Merger 11 Section 3.2 Exchange of Certificates Representing Shares; Payments 12 Section 3.3 Withholding Rights 14 Section 3.4 Dissenting Shares 14 ARTICLE IV REPRESENTATIONS AND WARRANTIES 7 OF THE COMPANY 15 Section 3.1 4.1 Organization 15 Section 4.2 Certificate of Incorporation 15 Section 4.3 Capitalization 15 Section 4.4 Authorization; Validity of Agreement; Opinion of Financial Advisor 15 Section 4.5 Subsidiaries 16 Section 4.6 Consents and Approvals; No Violation 17 Section 4.7 SEC Reports; Internal Control 17 Section 4.8 Proxy Statement; Other Information 18 Section 4.9 No Undisclosed Liabilities 18 Section 4.10 Absence of Certain Changes 18 Section 4.11 Litigation; Orders 19 Section 4.12 Compliance with Law 19 Section 4.13 Taxes 19 Section 4.14 Material Contracts 20 Section 4.15 Intellectual Property 20 Section 4.16 Real Property 21 Section 4.17 Brokers or Finders 21 Section 4.18 Antitakeover Statutes 21 Section 4.19 Company Stockholder Approval 21 Section 4.20 Insurance 21 Section 4.21 Employee Matters 22 Section 4.22 Environmental Matters 22 Section 4.23 No Additional Representations 22 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 23 Section 5.1 Organization 23 Section 5.2 Capitalization 23 Section 5.3 Authorization; Validity of Agreement; Necessary Action 23 Section 5.4 Consents and Approvals; No Violations 24 Section 5.5 Proxy Statement; Other Information 24 Section 5.6 Parent’s Operations 24 Section 5.7 Merger Sub’s Operations 24 Section 5.8 Brokers or Finders 24 Section 5.9 Share Ownership 24 Section 5.10 Certain Contracts 25 Section 5.11 Independent Investigation 25 Section 5.12 Non-Reliance on Company Estimates 25 Section 5.13 Equity Financing 25 Section 5.14 Undertaking 26 Section 5.15 Solvency 26 Section 5.16 Absence of Litigation 26 Section 5.17 No Other Representations 26 ARTICLE VI CONDUCT OF BUSINESS PENDING THE MERGER 26 Section 6.1 Conduct of Business by the Company 26 Section 6.2 No Solicitation 28 Section 6.3 Operation of Parent’s and Merger Sub’s Business 30 Section 6.4 No Control of Other Party’s Business 30 ARTICLE VII ADDITIONAL AGREEMENTS 31 Section 7.1 SEC Filings; Other Actions 31 Section 7.2 Stockholders’ Meeting 31 Section 7.3 Access to Information 32 Section 7.4 Publicity 32 Section 7.5 Directors’ and Officers’ Insurance and Indemnification 33 Section 7.6 Reasonable Best Efforts 34 Section 7.7 Section 16 Matters 35 Section 7.8 Antitakeover Statutes 35 Section 7.9 Stock Exchange Delisting 35 Section 7.10 Obligations of Merger Sub 35 Section 7.11 Equity Financing 36 Section 7.12 No Amendment to Transaction Agreements 36 Section 7.13 Participation in Litigation 36 Section 7.14 Actions Taken at Direction or Acquiescence of Parent or Merger Sub; Knowledge of Parent and Merger Sub 36 Section 7.15 Deposit 36 ARTICLE VIII CONDITIONS TO THE MERGER 37 Section 8.1 Conditions to Each Party’s Obligation to Effect the Merger 37 Section 8.2 Conditions to the Obligations of Parent and Merger Sub 37 Section 8.3 Conditions to Company’s Obligations to Effect the Merger 38 Section 8.4 Frustration of Conditions 38 ARTICLE IX TERMINATION 38 Section 9.1 Termination 38 Section 9.2 Effect of Termination 39 Section 9.3 Fees Following Termination 40 ARTICLE X MISCELLANEOUS 41 Section 10.1 Amendment and Modification 41 Section 10.2 Nonsurvival of Representations and Warranties of the Company T Shareholder 7 41 Section 3.2 Representations and Warranties of Company Y 8 ARTICLE IV OTHER COVENANTS 9 10.3 Notices 42 Section 4.1 Prohibition on Transfers of Company T Shares 9 10.4 Interpretation 43 Section 4.2 Prohibition on Transfers of Company Y Shares 9 10.5 Counterparts 43 Section 4.3 Additional Shares 10 10.6 Entire Agreement 43 Section 4.4 Share Dividends, etc. 10 10.7 Parties in Interest 43 Section 4.5 No Solicitation 10 10.8 Severability 43 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 10.9 Governing Law and Venue 13 43 Section 5.4 Notices 14 10.10 Disputes 43 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 10.11 Specific Performance 16 44 Section 5.13 Company T Shareholder Capacity 16 10.12 Assignment 45 Section 5.14 No Ownership Interest 16 10.13 Confidentiality 45 Section 5.15 Costs and 10.14 Expenses 16 45 Section 5.16 Counterparts; Effectiveness 17 10.15 Headings 45 Section 10.16 Waivers 45 Section 10.17 Special Committee Approval 45 EXHIBIT A JOINDER A-1 SCHEDULE 4.13 A-1 AGREEMENT 21 INDEX AND PLAN 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 MERGER THIS AGREEMENT VOTING AGREEMENTAND PLAN OF MERGER, dated as of March 11November 29, 2012 2019 (this “Agreement”), is entered into by and among Youku SORL Auto Parts, Inc., an exempted company with limited liability incorporated under a Delaware corporation (the laws of the Cayman Islands “Company”), Ruili International Inc., a Delaware corporation (“Company YParent”), and the Person listed on Schedule 1 hereto Ruili International Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (the “Company T ShareholderMerger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 1.1 hereof.

TABLE OF CONTENTS. Table of Contents/AT&T-21STATE Page ARTICLE I 1 of 1 Georgia Business Net Telecommunications, LLC Version: 4Q15 - CLEC ICA – 10/19/15 General Terms and Conditions Attachment 02 - Network Interconnection Attachment 03 - Structure Access Attachment 04 - Local Number Portability and Numbering Attachment 05 - 911-E911 Attachment 06 - Customer Information Services Attachment 07 - Operations Support Systems Attachment 08 - Bona Fide Request Attachment 09 - Performance Measurements Attachment 10SW - ABT-Billing-Collecting-Remitting and Clearinghouse (If Applicable) Attachment 10W - ABT: Data Exchange (DEX) (If Applicable) Attachment 10MWSE - ABT: Non-Intercompany Settlements (NICS) (If Applicable) Attachment 11 - Daily Usage File Attachment 12 - Collocation Attachment 13 - 251(c)(3) UNES Attachment 14 - xDSL Loops Attachment 15 - Coordinated Hot Cut Attachment 16 - Resale Pricing Schedule Pricing Sheets GENERAL 3 TERMS AND CONDITIONS TABLE OF CONTENTS Section 1.1 Defined Terms 3 ARTICLE II VOTING Page Number 1.0 Introduction 5 2.0 Definitions 5 3.0 Interpretation, Construction and Severability 14 4.0 Notice of Changes - Section 2.1 Agreement to Vote 5 Section 2.2 Grant 251(c)(5) 17 5.0 Responsibilities of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 the Parties 17 6.0 Insurance 18 7.0 Assignment or Transfer of Agreement, Change in Control and Corporate Name Change 21 8.0 Effective Date, Term and Termination 22 9.0 End User Fraud 24 10.0 Assurance of Payment 24 11.0 Billing and Payment of Charges 26 12.0 Nonpayment and Procedures for Disconnection 29 13.0 Dispute Resolution 31 14.0 Audits 34 15.0 Disclaimer of Representations and Warranties 35 16.0 Limitation of Liability 35 17.0 Joint and Several Liability 36 18.0 Indemnity 36 19.0 Performance Measures 39 20.0 Intellectual Property/License 39 21.0 Notices 39 22.0 Publicity and Use of Trademarks or Service Marks 41 23.0 Confidentiality 41 24.0 Intervening Law 41 25.0 Regulatory Approval 42 26.0 Governing Law 42 27.0 Venue 42 28.0 Changes in End User Local Exchange Service Provider Selection 42 29.0 Compliance and Certification 43 30.0 Law Enforcement 43 31.0 Relationship of the Company T Shareholder 7 Section 3.2 Representations Parties/Independent Contractor 44 32.0 No Third Party Beneficiaries; Disclaimer of Agency 44 33.0 Subcontracting 44 34.0 Responsibility for Environmental Contamination 45 35.0 Force Majeure 45 36.0 Taxes 46 37.0 Non Waiver 48 38.0 Network Maintenance and Warranties Management 48 39.0 End User Inquiries 54 40.0 Expenses. 54 41.0 Conflict of Company Y 8 ARTICLE IV OTHER COVENANTS 9 Section 4.1 Prohibition on Transfers Interest 54 42.0 Survival 54 43.0 Scope of Company T Shares 9 Section 4.2 Prohibition on Transfers Agreement 55 44.0 Amendments and Modifications 55 45.0 Authority 55 46.0 Execution 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 Agreement 55 47.0 Entire Agreement 15 Section 5.8 No Third-Party Beneficiaries 15 Section 5.9 Severability 15 Section 5.10 Rules 55 INTERCONNECTION AND/OR RESALE AGREEMENT UNDER SECTIONS 251 AND 252 OF THE TELECOMMUNICATIONS ACT OF 1996 This Interconnection and/or Resale Agreement under Sections 251 and 252 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 the Telecommunications 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 1996 (this “the Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws between one or more of the Cayman Islands AT&T Inc. owned ILECs: BellSouth Telecommunications, LLC d/b/a AT&T ALABAMA, AT&T FLORIDA, AT&T GEORGIA, AT&T KENTUCKY, AT&T LOUISIANA, AT&T MISSISSIPPI, AT&T NORTH CAROLINA, AT&T SOUTH CAROLINA, and AT&T TENNESSEE; Illinois Xxxx Telephone Company d/b/a AT&T ILLINOIS; Xxxxxxx Xxxx Telephone Company Incorporated d/b/a AT&T INDIANA; Michigan Xxxx Telephone Company d/b/a AT&T MICHIGAN; Nevada Xxxx Telephone Company d/b/a AT&T NEVADA and AT&T Wholesale; The Ohio Xxxx Telephone Company d/b/a AT&T OHIO; Pacific Xxxx Telephone Company d/b/a AT&T CALIFORNIA; Southwestern Xxxx Telephone Company d/b/a AT&T ARKANSAS, AT&T KANSAS, AT&T MISSOURI, AT&T OKLAHOMA, and AT&T TEXAS; and Wisconsin Xxxx, Inc. d/b/a AT&T WISCONSIN, (only to the extent that the agent for each such AT&T Inc. owned ILEC executes this Agreement for such AT&T Inc. owned ILEC and only to the extent that such AT&T Inc. owned ILEC provides Telephone Exchange Services as an ILEC in each of the State(s) listed below) and Georgia Business Net Telecommunications, LLC (“Company YCLEC” also referenced as “Georgia Business Net Telecommunications, LLC”), (a Georgia Limited Liability Company (LLC)), shall apply to the State(s) of Georgia and the Person listed on Schedule 1 hereto (the “Company T Shareholder”)South Carolina.

TABLE OF CONTENTS. Page ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL 3 APPLICATION 6 Section 1.1 Defined Terms 3 1.01 Definitions 6 Section 1.02 Compliance Certificates and Opinions 13 Section 1.03 Form of Documents Delivered to Trustee 13 Section 1.04 Acts of Holders; Record Dates 14 Section 1.05 Notices, Etc., to Trustee and Company 15 Section 1.06 Notice to Holders; Waiver 16 Section 1.07 Conflict with Trust Indenture Act 17 Section 1.08 Effect of Headings and Table of Contents 17 Section 1.09 Successors and Assigns 17 Section 1.10 Separability Clause 17 Section 1.11 Benefits of Indenture 18 Section 1.12 Governing Law 18 Section 1.13 Legal Holidays 18 Section 1.14 Waiver of Jury Trial 18 Section 1.15 Force Majeure 18 ARTICLE II VOTING 5 SECURITY FORMS 19 Section 2.1 Agreement to Vote 5 2.01 Forms Generally 19 Section 2.2 Grant 2.02 Form of Proxy 6 Face of Security 19 Section 2.03 Form of Reverse of Security 21 Section 2.04 Form of Legend for Global Securities 24 Section 2.05 Form of Trustee’s Certificate of Authentication 25 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 THE SECURITIES 25 Section 3.1 Representations 3.01 Amount Unlimited; Issuable in Series 25 Section 3.02 Denominations 28 Section 3.03 Execution, Authentication, Delivery and Warranties Dating 28 Section 3.04 Temporary Securities 29 Section 3.05 Registration, Registration of the Company T Shareholder 7 Transfer and Exchange 30 Section 3.2 Representations 3.06 Mutilated, Destroyed, Lost and Warranties Stolen Securities 31 Section 3.07 Payment of Company Y 8 Interest; Interest Rights Preserved 32 Section 3.08 Persons Deemed Owners 33 Section 3.09 Cancellation 34 Section 3.10 Computation of Interest 34 Section 3.11 CUSIP Numbers 34 ARTICLE IV OTHER COVENANTS 9 SATISFACTION AND DISCHARGE 34 Section 4.1 Prohibition 4.01 Satisfaction and Discharge of Indenture 34 Section 4.02 Application of Trust Money 35 ARTICLE V REMEDIES 36 Section 5.01 Events of Default and Defaults 36 Section 5.02 Acceleration of Maturity; Rescission and Annulment 37 Section 5.03 Collection and Suits for Enforcement by Trustee 38 Section 5.04 Trustee May File Proofs of Claim 39 Section 5.05 Trustee May Enforce Claims Without Possession of Securities 39 Section 5.06 Application of Money Collected 39 Section 5.07 Limitation on Transfers Suits 40 Section 5.08 Unconditional Right of Company T Shares 9 Holders to Receive Principal, Premium and Interest 41 Section 4.2 Prohibition on Transfers 5.09 Restoration of Company Y Shares 9 Rights and Remedies 41 Section 4.3 Additional Shares 10 5.10 Rights and Remedies Cumulative 41 Section 4.4 Share Dividends, etc. 10 5.11 Delay or Omission Not Waiver 41 Section 4.5 No Solicitation 10 5.12 Control by Holders 41 Section 4.6 No Inconsistent Agreements 10 Section 4.7 5.13 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 Past Defaults 42 Section 5.14 No Ownership Interest 16 Undertaking for Costs 42 Section 5.15 Costs Waiver of Usury, Stay or Extension Laws 43 ARTICLE VI THE TRUSTEE 43 Section 6.01 Duties of Trustee 43 Section 6.02 Rights of Trustee 44 Section 6.03 Individual Rights of Trustee 45 Section 6.04 Trustee’s Disclaimer 45 Section 6.05 Notice of Default or Event of Default 46 Section 6.06 [Reserved.] 46 Section 6.07 Compensation and Expenses 16 Indemnity 46 Section 5.16 Counterparts6.08 Replacement of Trustee 47 Section 6.09 Successor Trustee by Xxxxxx, Etc. 48 Section 6.10 Eligibility; Effectiveness 17 EXHIBIT A JOINDER AGREEMENT 21 INDEX Disqualification 48 Section 6.11 Preferential Collection of Claims against Company 48 ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 49 Section 7.01 Company to Furnish Trustee Names and Addresses of Holders 49 Section 7.02 Preservation of Information; Communications to Holders 49 Section 7.03 Reports by Trustee 49 Section 7.04 Reports by Company 49 ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 50 Section 8.01 When Company May Merge, Etc. 50 Section 8.02 Successor Substituted 50 ARTICLE IX SUPPLEMENTAL INDENTURES 51 Section 9.01 Supplemental Indentures Without Consent of Holders 51 Section 9.02 Supplemental Indentures with Consent of Holders 52 Section 9.03 Execution of Supplemental Indentures 53 Section 9.04 Effect of Supplemental Indentures 53 Section 9.05 Conformity with Trust Indenture Act 53 Section 9.06 Reference in Securities to Supplemental Indentures 54 Section 9.07 Subordination Unimpaired 54 ARTICLE X COVENANTS 54 Section 10.01 Payment of Securities 54 Section 10.02 Maintenance of Office or Agency 54 Section 10.03 Money for Securities Payments to Be Held in Trust 55 Section 10.04 Compliance Certificate; Notice of Default 56 Section 10.05 Corporate Existence 56 Section 10.06 Tier 2 Capital Qualification 56 Section 10.07 Waiver of Certain Covenants 57 ARTICLE XI REDEMPTION OF DEFINED TERMS Term SECURITIES 57 Section Acquisition Proposal 411.01 Applicability of Article 57 Section 11.02 Election to Redeem; Notice to Trustee 57 Section 11.03 Selection by Trustee of Securities to Be Redeemed 58 Section 11.04 Notice of Redemption 58 Section 11.05 Deposit of Redemption Price 59 Section 11.06 Securities Payable on Redemption Date 59 Section 11.07 Securities Redeemed in Part 60 ARTICLE XII SINKING FUNDS 60 Section 12.01 Applicability of Article 60 Section 12.02 Satisfaction of Sinking Fund Payments with Securities 60 Section 12.03 Redemption of Securities for Sinking Fund 61 ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE 61 Section 13.01 Company’s Option to Effect Defeasance or Covenant Defeasance 61 Section 13.02 Defeasance and Discharge 61 Section 13.03 Covenant Defeasance 62 Section 13.04 Conditions to Defeasance or Covenant Defeasance 62 Section 13.05 Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions 64 Section 13.06 Reinstatement 64 Section 13.07 Qualifying Trustee 65 ARTICLE XIV SUBORDINATION OF SECURITIES 65 Section 14.01 Securities Subordinate to Senior Indebtedness 65 Section 14.02 Payment Over of Proceeds Upon Dissolution, 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 Etc. 65 Section 14.03 Prior Payment to Senior Indebtedness Upon Acceleration of Securities 66 Section 14.04 No Payment When Senior Indebtedness in Default 66 Section 14.05 Payment Permitted Transfer 5 Transfer 5 under common control with 4 VOTING AGREEMENT VOTING AGREEMENTIf No Default 67 Section 14.06 Subrogation to Rights of Holders of Senior Indebtedness 67 Section 14.07 Provisions Solely to Define Relative Rights 68 Section 14.08 Trustee to Effectuate Subordination 68 Section 14.09 No Waiver of Subordination Provisions 68 Section 14.10 Notice to Trustee 69 Section 14.11 Reliance on Judicial Order or Certificate of Liquidating Agent 69 Section 14.12 Trustee Not Fiduciary for Holders of Senior Indebtedness 70 Section 14.13 Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights 70 Section 14.14 Article Applicable to Paying Agents 70 Section 14.15 Certain Conversions Deemed Payment 70 Section 14.16 Trust Moneys Not Subordinated 71 INDENTURE, dated as of March 119, 2012 (this “Agreement”)2015, by between Xxxxxxx Holding Company, a corporation duly organized and among Youku Inc., an exempted company with limited liability incorporated existing under the laws of Mississippi (herein called the Cayman Islands (“Company YCompany”), having its principal office as of the date hereof at 0000 00xx Xxxxxx, Xxxxxxxx, XX 00000, and the Person listed on Schedule 1 hereto The Bank of New York Mellon Trust Company, N.A., a national association, as Trustee (herein called the “Company T ShareholderTrustee”).

TABLE OF CONTENTS. Page ARTICLE I GENERAL INTRODUCTION 1 OPERATIVE PROVISIONS 1 1 Definitions 1 2 Sale and purchase of the Shares 8 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING Consideration 9 4 Completion 9 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant Locked Box 9 6 Warranties 10 7 Buyer Warranties 11 8 Release of Proxy 6 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations Group Companies 12 10 Confidentiality 00 00 Xxxxxxxxxxx Xxxxxxxxx 00 00 Entire agreement 14 13 Assignment and Warranties transfer 15 14 Costs and expenses 15 15 Interest on late payments 15 16 No set-off 15 17 Taxation of payments 16 18 Payments net of Taxation 16 19 Waiver 16 20 Variation 16 21 Severance 16 22 Further assurance 16 23 Tax computations 17 24 Notices 17 25 Effect of Completion 20 26 Counterparts 20 27 Governing law 20 28 Jurisdiction 20 29 Service of Process 20 30 Warrantors' Representative 20 31 Interpretation 21 32 Rights of third parties 22 SCHEDULE 1 - The Sellers 23 Part 1: Warrantors and the EBT Trustee 23 Part 2: Graphite, Carta Capital and Harrods 25 SCHEDULE 2 27 Part 1: Particulars 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 27 Part 2: Particulars of the Cayman Islands (“Company Y”), and the Person listed Subsidiaries 28 SCHEDULE 3 39 Part 1: Sellers' Obligations 39 Part 2: Buyer's Obligations 40 Part 3: Carta Capital Obligations 41 Part 4: Joint Obligations 41 SCHEDULE 4 - 42 Part 1 - The Leasehold Properties 42 Part 2 - Leasehold Properties under Agreement for Lease 51 SCHEDULE 5 - Warranties 53 Part 1: Title Warranties 53 Part 2: Business Warranties 54 SCHEDULE 6 - Buyer Warranties 67 SCHEDULE 7 - Limitations on Schedule 1 hereto (the “Company T Shareholder”).Liability 68 SCHEDULE 8 - Permitted Leakage 75 SCHEDULE 9 - Claim set-off against Consideration Loan Notes 76 DATE 2 JUNE 2011 PARTIES

TABLE OF CONTENTS. Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms THE MERGER 1 SECTION 1.01 The Merger 1 SECTION 1.02 Closing 2 SECTION 1.03 Effective Time 2 SECTION 1.04 Effect of the Merger 2 SECTION 1.05 Certificate of Incorporation; Bylaws 2 SECTION 1.06 Directors and Officers 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant CONVERSION OF SECURITIES 3 SECTION 2.01 Conversion of Proxy Securities 3 SECTION 2.02 Closing Payments and Deliveries 6 SECTION 2.03 Procedures for Payment of Merger Consideration 9 SECTION 2.04 Determination of Purchase Price Adjustment 10 SECTION 2.05 Dissenting Shares 13 ARTICLE III REPRESENTATIONS AND WARRANTIES 7 Section 3.1 Representations OF THE COMPANY 13 SECTION 3.01 Organization and Qualification; Subsidiaries 14 SECTION 3.02 Certificate of Incorporation and Bylaws 14 SECTION 3.03 Capitalization 14 SECTION 3.04 Authority Relative to This Agreement 15 SECTION 3.05 No Conflict; Required Filings and Consents 16 SECTION 3.06 Permits; Compliance 17 SECTION 3.07 Financial Statements; Undisclosed Liabilities 17 SECTION 3.08 Absence of Certain Changes or Events 18 SECTION 3.09 Absence of Litigation 20 SECTION 3.10 Employee Benefit Plans 20 SECTION 3.11 Labor and Employment Matters 22 SECTION 3.12 Real Property and Personal Property; Title to Assets 22 SECTION 3.13 Intellectual Property 23 SECTION 3.14 Taxes 25 SECTION 3.15 Environmental Matters 27 SECTION 3.16 Material Contracts 28 SECTION 3.17 Insurance 29 SECTION 3.18 Interested Party Transactions 30 SECTION 3.19 Corrupt Gifts and Payments 30 SECTION 3.20 Brokers 30 SECTION 3.21 Customers and Suppliers 30 SECTION 3.22 Transaction Bonuses 30 SECTION 3.23 Product and Service Warranties of the Company T Shareholder 7 Section 3.2 Representations and Warranties of Company Y 8 30 SECTION 3.24 Governmental Programs 31 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 REPRESENTATIONS AND WARRANTIES 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”).PARENT AND MERGER SUB 31 SECTION 4.01 Corporate Organization 31