Common use of Termination of the Merger Agreement Clause in Contracts

Termination of the Merger Agreement. The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the effective time, whether before or after the required approval from the Youku shareholders and Tudou shareholders has been obtained: by mutual written consent of Xxxxx and Xxxxx; by either Youku or Tudou, if: • the Merger is not completed by August 31, 2012, provided that this termination right is not available to a party if the failure of the Merger to have been completed on or before such date was primarily due to the breach or failure of such party to perform in a material respect any of its obligations under the Merger Agreement; • any law, injunction or order having the effect of restraining, enjoining or otherwise prohibiting completion of the Merger becomes final and non-appealable; provided, that this termination right is not available to a party if the issuance of such final, non-appealable law, injunction or order was primarily due to the breach or failure of such party to perform in a material respect any of its obligations under the Merger Agreement; • Tudou's shareholders do not authorize and approve the Merger Agreement, the Merger and the Plan of Merger; or • Xxxxx's shareholders do not authorize and approve the Share Issuance; provided that this termination right is not available to Youku if Youku has not paid to Tudou the No Vote Termination Fee, as described in more detail below under the sub-section headed "—Termination Fees;" by Xxxxx, if: • the representations and warranties of Tudou shall not be true and correct or Tudou shall have breached or failed to perform any of its covenants or agreements contained in the Merger Agreement, such that the corresponding condition to closing would not be satisfied and such breach or inaccuracy cannot be cured by Tudou by August 31, 2012, or if curable, is not cured within thirty business days after receipt of written notice from Youku of such breach and stating Youku's intention to terminate the Merger Agreement; provided, that this termination right is not available to Youku if it is then in material breach of any of its representations, warranties, covenants or other agreements under the Merger Agreement, such that any condition to Tudou's obligation to close would not be satisfied; or •

Termination of the Merger Agreement. The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the effective timeEffective Time, whether before or after adoption of the required approval from Merger Agreement by the Youku shareholders and Tudou shareholders has been obtainedStockholders: (i) by mutual written consent of Xxxxx the Company and XxxxxParent or by the mutual action of their respective Boards of Directors; (ii) by either Youku Parent or Tudouthe Company if any nation or government, if: • the Merger is not completed by August 31any state or other political subdivision thereof, 2012any entity, provided that this termination right is not available authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, domestic or foreign (each a party if the failure of the Merger to "Governmental Authority") shall have been completed on issued an order, decree or before such date was primarily due to the breach ruling or failure of such party to perform in a material respect taken any of its obligations under the Merger Agreement; • any lawother action permanently enjoining, injunction or order having the effect of restraining, enjoining restraining or otherwise prohibiting completion the consummation of the transactions contemplated by the Merger becomes Agreement or, for the benefit of Parent only, the Stockholders Agreement, and such order, decree or ruling or other action shall have become final and non-appealablenonappealable; provided, that this termination right is not available to a party (iii) by Parent if the issuance of such final, non-appealable law, injunction or order was primarily due to the breach or failure of such party to perform in a material respect any of its obligations under the Merger Agreement; • Tudou's shareholders do not authorize and approve the Merger Agreement, the Merger and the Plan of Merger; or • Xxxxx's shareholders do not authorize and approve the Share Issuance; provided that this termination right is not available to Youku if Youku has not paid to Tudou the No Vote Termination Fee, as described in more detail below under the sub-section headed "—Termination Fees;" by Xxxxx, if: • the representations and warranties of Tudou shall not be true and correct or Tudou Company shall have breached or failed to perform in any of its covenants or agreements contained in the Merger Agreement, such that the corresponding condition to closing would not be satisfied and such breach or inaccuracy cannot be cured by Tudou by August 31, 2012, or if curable, is not cured within thirty business days after receipt of written notice from Youku of such breach and stating Youku's intention to terminate the Merger Agreement; provided, that this termination right is not available to Youku if it is then in material breach of respect any of its representations, warranties, covenants or other agreements in the Merger Agreement and such breach is incapable of being cured or has not been cured within one business day prior to the then scheduled Expiration Date; (iv) by Parent if (a) the Company Board or any committee thereof shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Offer or the approval or adoption of any of the Company Proposals, or failed to reconfirm its recommendation within five business days after a written request to do so, or approved or recommended any Takeover Proposal (as defined below) or (b) the Company Board or any committee thereof shall have resolved to take any of the foregoing actions; (v) by Parent if the Offer shall have expired or been terminated or withdrawn in accordance with the Merger Agreement without any Shares being purchased under the Offer by Purchaser or any of the events that are Offer Conditions shall have occurred and be continuing at the time of termination; (vi) by the Company or Parent if the Offer shall not have been consummated on or before March 20, 1998, provided that the Company's failure to perform any of its obligations under the Merger Agreement does not result in the failure of the Offer to be so consummated by such time; (vii) by the Company if Parent shall have breached in any material respect any of its representations, warranties, covenants or other agreements contained in the Merger Agreement, such which breach or failure to perform is incapable of being cured or has not been cured within one business day prior to the Expiration Date; (viii) by the Company in order to enter into a definitive agreement providing for a Superior Proposal (as defined below) entered into in accordance with the exceptions to the non-solicitation covenants described below, provided that any condition to Tudou's obligation to close would not be satisfiedprior thereto the Company has paid the Termination Fee (as defined below) in accordance with the Merger Agreement; or •(ix) by Parent if the Company, any of its officers or directors or financial or legal advisors shall take any of the actions that would be proscribed by the non-solicitation covenants described below but for the exceptions thereto described below.

Termination of the Merger Agreement. The In general, the Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the effective time, whether before or after Effective Time in the required approval from the Youku shareholders and Tudou shareholders has been obtainedfollowing ways: by TABLE OF CONTENTS • By mutual written consent of Xxxxx Parent and Xxxxx; by Science 37 at any time prior to the Acceptance Time. ​ • By either Youku Parent or Tudou, ifScience 37: ​ • If the Merger is not completed by August 31, 2012, provided that this termination right is not available Offer (as it may have been extended pursuant to a party if the failure terms of the Merger Agreement) expires as a result of the non-satisfaction of any condition to have been completed on or before such date was primarily due requirement of the Offer set forth in Annex I to the breach or failure of such party to perform Merger Agreement in a material respect any of its obligations under circumstance where the Purchaser has no further obligation to extend the Offer pursuant to the Merger Agreement; • except that the right to terminate the Merger Agreement in this way will not be available to any law, injunction or order having the effect of restraining, enjoining or otherwise prohibiting completion party whose breach of the Merger becomes Agreement has been the primary cause of or primarily resulted in the non-satisfaction of any condition to or requirement of the Offer set forth in Annex I to the Merger Agreement; ​ • If any governmental entity has issued an order that permanently restrains, enjoins or otherwise prohibits (i) prior to the Acceptance Time, the acceptance for payment of, or payment for, Shares pursuant to the Offer or (ii) prior to the Effective Time, the consummation of the Merger, and such order has become final and non-appealable; provided, or any law enacted or promulgated by any governmental entity of competent jurisdiction is in effect that prevents or makes illegal the consummation of the Offer or the Merger, provided that the right to terminate the Merger Agreement in this termination right is way will not be available to a party if the issuance of of, or failure to resolve or have vacated or lifted, such final, non-appealable law, injunction or order was primarily due to the a breach or failure of by such party to perform in a material respect any of its obligations under the Merger Agreement; • Tudou's shareholders do not authorize and approve the Merger Agreement, the Merger and the Plan of Merger; or • Xxxxx's shareholders do not authorize and approve the Share Issuance; provided that this termination right is not available to Youku if Youku has not paid to Tudou the No Vote Termination Fee, as described in more detail below under the sub-section headed "—Termination Fees;" by Xxxxx, if: • the representations and warranties of Tudou shall not be true and correct or Tudou shall have breached or failed to perform any of its covenants or agreements contained in the Merger Agreement, such that the corresponding condition to closing would not be satisfied and such breach or inaccuracy cannot be cured by Tudou by August 31, 2012, or if curable, is not cured within thirty business days after receipt of written notice from Youku of such breach and stating Youku's intention to terminate under the Merger Agreement; or ​ • If the Acceptance Time has not occurred on or before the Outside Date; provided, that this termination right is not available to Youku that, neither Science 37 nor Parent may terminate the Merger Agreement if it is then in material breach of the Merger Agreement and such breach has primarily caused or resulted in the failure of the Acceptance Time to have occurred prior to the Outside Date. ​ • By Science 37: ​ • At any time prior to the Acceptance Time if: (i) there has been a breach by Parent or the Purchaser of any of its representations, warranties, covenants or other agreements contained in the Merger Agreement that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect (as defined in the Merger Agreement), (ii) Science 37 has delivered to Parent written notice of such breach and (iii) such breach is not capable of cure prior to the Outside Date or at least 30 days have elapsed since the date of delivery of such written notice to Parent and such breach has not been cured; provided, however, that Science 37 may not terminate the Merger Agreement in this way if Science 37 is then in material breach of its representations, warranties, covenants or agreements contained in the Merger Agreement; or ​ • In order for Science 37 to enter into an acquisition agreement with respect to a Superior Proposal in accordance with the terms of the Merger Agreement. ​ • By Parent, at any time prior to the Acceptance Time: ​ • If the Science 37 board has made a Change of Board Recommendation; ​ • If Science 37 has breached its no solicitation obligations under the Merger Agreement in any material respect; or ​ • If (i) there has been a breach by Science 37 of its representations, warranties, covenants or agreements contained in the Merger Agreement, in each case such that any condition to Tudou's obligation the Offer relating to close would (a) the truthfulness and correctness of Science 37’s representations and warranties in the Merger Agreement or (b) Science 37’s performance of and compliance with, in all material respects, the covenants and agreements required to be performed or complied with by Science 37 under the Merger Agreement is not reasonably capable of being satisfied while such breach is continuing, (ii) Parent has delivered to Science 37 written notice of such breach and (iii) such breach is not capable of cure in a manner sufficient to allow satisfaction of the conditions described in clause (i) above prior to the Outside Date or at least 30 days has elapsed since the date of delivery of such written notice to Science 37 and such breach has not been cured; provided, however, that Parent will not be satisfied; permitted to terminate the Merger Agreement in this way if Parent or •the Purchaser is then in material breach of its representations, warranties, covenants or agreements contained in the Merger Agreement. ​

Termination of the Merger Agreement. The Merger Agreement Xxxxxxxx and Xxxxxxxx may be terminated and mutually agree to terminate the Merger merger agreement before completing the Combination Transactions, even after obtaining stockholder approval. In addition, either Starwood or Marriott may be abandoned at any time prior to terminate the effective timemerger agreement, whether before or even after the required approval from the Youku shareholders and Tudou shareholders has been obtained: by mutual written consent of Xxxxx and Xxxxx; by either Youku or Tudou, ifobtaining stockholder approval: • if the Initial Holdco Merger is not completed consummated by August December 31, 2012, provided that this termination right is not available to a party 2016; • if the failure approval of the Merger to Starwood combination transactions proposal will not have been completed on obtained by reason of the failure to obtain the required vote at a duly convened Starwood stockholders meeting or before any adjournment or postponement thereof; • if the approval of the Marriott stock issuance proposal will not have been obtained by reason of the failure to obtain the required vote at a duly convened Marriott stockholders meeting or any adjournment or postponement thereof; • if any legal restraint is in effect preventing the consummation of the Combination Transactions, and such date was primarily due to restraint has become final and nonappealable, or if any governmental entity that must grant regulatory approval of the breach or failure of such party to perform in a material respect any of its obligations Combination Transactions under the Merger Agreement; • any law, injunction or order having the effect of restraining, enjoining or otherwise prohibiting completion terms of the Merger becomes merger agreement has denied such approval and such denial has become final and non-appealable; provided, that this termination right is not available to a party if the issuance of such final, non-appealable law, injunction or order was primarily due to the breach or failure of such party to perform in a material respect any of its obligations under the Merger Agreement; • Tudou's shareholders do not authorize and approve the Merger Agreement, the Merger and the Plan of Mergernonappealable; or • Xxxxx's shareholders do not authorize and approve if the Share Issuance; provided that this termination right is not available to Youku if Youku other party has not paid to Tudou the No Vote Termination Fee, as described in more detail below under the sub-section headed "—Termination Fees;" by Xxxxx, if: • the representations and warranties of Tudou shall not be true and correct or Tudou shall have breached or failed to perform in any of its covenants or agreements contained in the Merger Agreement, such that the corresponding condition to closing would not be satisfied and such breach or inaccuracy cannot be cured by Tudou by August 31, 2012, or if curable, is not cured within thirty business days after receipt of written notice from Youku of such breach and stating Youku's intention to terminate the Merger Agreement; provided, that this termination right is not available to Youku if it is then in material breach of respect any of its representations, warranties, covenants or other agreements under contained in the Merger Agreementmerger agreement, such that any which breach or failure to perform (i) would give rise to the failure of the applicable condition to Tudou's obligation to close would consummate the Combination Transactions and (ii) is incapable of being cured by such party or is not be satisfied; cured within 30 days after receiving written notice. In addition, either Starwood or •Marriott may terminate the merger agreement: • at any time before the Starwood special meeting or the Marriott special meeting, respectively, if the board of directors of the other party

Termination of the Merger Agreement. The Merger Agreement merger agreement may be terminated and the Merger may be abandoned in accordance with its terms at any time prior to the effective time, whether before or after the required approval from the Youku shareholders and Tudou shareholders has been obtainedSemGroup stockholder approval: • by mutual written consent of Xxxxx Energy Transfer and XxxxxSemGroup; • by either Youku Energy Transfer or TudouSemGroup, if: • if the Merger merger is not completed by August 31on or prior to June 30, 20122020, provided provided, that this termination if all of the conditions to closing, other than legal prohibitions or regulatory approvals, have been satisfied or are capable of being satisfied at such time, the end date will be automatically extended to September 30, 2020 (such date, as it may be extended from June 30, 2020, is referred to as the “End Date”); and provided, further, that such right is to terminate the merger agreement will not be available to a party if the material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in the merger agreement caused the failure of the Merger closing to have been completed on or before such date was primarily due to occur by the breach or failure of such party to perform in a material respect any of its obligations under the Merger AgreementEnd Date; • any lawby either Energy Transfer or SemGroup, if an injunction or order having the effect of other law is entered, enacted or becomes effective permanently restraining, enjoining or otherwise prohibiting completion the consummation of the Merger becomes merger and such injunction or other law will have become final and non-appealable; provided, provided that this termination right is not available the party seeking to a party if the issuance avail itself of such final, non-appealable law, right to terminate will have used its reasonable best efforts to remove such injunction or order was primarily due to the breach or failure of such party to perform in a material respect any of its obligations under extent so required by the Merger Agreement; • Tudou's shareholders do not authorize and approve the Merger Agreement, the Merger and the Plan of Mergermerger agreement; or • Xxxxx's shareholders do not authorize by either Energy Transfer or SemGroup, if SemGroup’s stockholder meeting (including any adjournments or postponements thereof) has concluded, at which a vote upon the adoption of the merger agreement was taken, and approve without receiving the Share Issuance; provided that this termination right is not available to Youku if Youku has not paid to Tudou approval of the No Vote Termination Fee, as described in more detail below under merger agreement. Energy Transfer may also terminate the sub-section headed "—Termination Fees;" by Xxxxx, ifmerger agreement: • the representations and warranties of Tudou shall not be true and correct or Tudou shall have if SemGroup breached or failed to perform any of its covenants or agreements contained in the Merger Agreement, such that the corresponding condition to closing would not be satisfied and such breach or inaccuracy cannot be cured by Tudou by August 31, 2012, or if curable, is not cured within thirty business days after receipt of written notice from Youku of such breach and stating Youku's intention to terminate the Merger Agreement; provided, that this termination right is not available to Youku if it is then in material breach of any of its representations, warranties, covenants or other agreements under contained in the Merger Agreementmerger agreement, which breach or failure to perform (i) would result in a failure of a closing condition and (ii) by its nature, cannot be cured prior to the End Date or, if by its nature such breach or failure is capable of being cured by the End Date, SemGroup does not or ceases to diligently attempt to cure such breach or failure in such a manner that would make it reasonably likely that such breach or failure will be cured prior to the End Date, in each case, after receiving written notice from Energy Transfer describing such breach or failure in reasonable detail (provided that Energy Transfer is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement); or • prior to obtaining SemGroup stockholder approval, (i) in the event of a change of recommendation or (ii) SemGroup willfully and materially breaches any of its obligations not to solicit acquisition proposals or change its recommendation pursuant to the merger agreement. SemGroup may also terminate the merger agreement: • if Energy Transfer breached or failed to perform any of its representations, warranties, covenants or other agreements contained in the merger agreement, which breach or failure to perform (i) would result in a failure of a closing condition and (ii) by its nature, cannot be cured prior to the End Date or, if by its nature such breach or failure is capable of being cured by the End Date, Energy Transfer does not or ceases to diligently attempt to cure such breach or failure after receiving written notice from SemGroup describing such breach or failure in reasonable detail (provided that SemGroup is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement); or • prior to obtaining SemGroup stockholder approval (only if SemGroup has complied with its obligations not to solicit acquisition proposals or change its recommendation pursuant to the merger agreement) in order to enter into a definitive agreement with respect to a superior offer (which it enters into with or promptly following the termination of the merger agreement); provided that any condition to Tudou's obligation to close would not such purported termination by SemGroup will be satisfied; void and of no force or •effect unless SemGroup pays Energy Transfer the Breakup Fee summarized below.

Termination of the Merger Agreement. The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the effective time, whether before or after the required approval from the Youku shareholders and Tudou shareholders has been obtainedEffective Time: · by mutual written consent of Xxxxx Purchaser and XxxxxFFE; · by either Youku Purchaser or TudouFFE by written notice to the other party if the Acceptance Time has not occurred by the close of business on the Termination Date; provided, if: • that if the Merger is conditions to the Offer relating to certain court and governmental authority orders or proceedings has not completed been satisfied and all other conditions to the Offer are satisfied or are capable of being satisfied by August 31such date, 2012then either the Purchaser or FFE may elect, by notice to the other, to extend the Termination Date to December 27, 2013, provided that this termination right is to terminate Merger Agreement will not be available to a any party if the failure of the Merger to have been completed on or before such date was primarily due to the breach or failure of such party to perform in a material respect any of its obligations under the Merger AgreementAgreement in any material respect has been a principal cause of or resulted in the failure of the Offer to be consummated (such termination, a “Termination Date Termination”); • · by Purchaser or FFE by written notice to the other party if any law, injunction or antitrust order having the effect of restraining, enjoining permanently enjoins or otherwise prohibiting completion prohibits consummation of the Offer or the Merger becomes and such antitrust order has become final and non-appealablenonappealable; provided, that this termination right is not available · by Purchaser or FFE by written notice to a the other party if (i) any order (other than an antitrust order) of any federal or state court of the issuance United States of America permanently enjoins or otherwise prohibits consummation of the Offer or the Merger and such order has become final and nonappealable, or (ii) any other order (other than an antitrust order) permanently enjoins or otherwise prohibits consummation of the Offer or the Merger, and such order has become final and nonappealable; · by Purchaser by written notice to FFE at any time prior to the Acceptance Time, if, whether or not permitted to do so, (i) the FFE Board makes an Adverse Change Recommendation, (ii) FFE fails to include the FFE Board Recommendation in the Schedule 14D-9, or (iii) the FFE Board fails to publicly reaffirm the FFE Board Recommendation within ten days after receipt of a written request by Purchaser to provide such reaffirmation following a publicly made Takeover Proposal or otherwise fails to actively oppose such Takeover Proposal (such termination, an “Adverse Change Recommendation Termination”); · by Purchaser by written notice to FFE at any time before the Acceptance Time if (i) the FFE Board approves, endorses or recommends a Superior Proposal, or (ii) a tender offer or exchange offer for all outstanding shares of capital stock of FFE is commenced by another Person and FFE Board recommends in favor of such finaltender offer or exchange offer by its shareholders or does not recommend rejection of any such offer (such termination, non-appealable law, injunction or order was primarily due a “Purchaser Superior Proposal Termination”); · by Purchaser by written notice to FFE at any time before the breach or failure of such party to perform in a material respect Acceptance Time if FFE breaches any of its obligations under the Merger Agreement; • Tudou's shareholders do not authorize and approve the Merger Agreementrepresentations, the Merger and the Plan of Merger; or • Xxxxx's shareholders do not authorize and approve the Share Issuance; provided that this termination right is not available to Youku if Youku has not paid to Tudou the No Vote Termination Feewarranties, as described in more detail below under the sub-section headed "—Termination Fees;" by Xxxxx, if: • the representations and warranties of Tudou shall not be true and correct or Tudou shall have breached or failed to perform any of its covenants or agreements contained in the Merger Agreement, such that which breach (i) would give rise to, if occurring or continuing at the corresponding condition Expiration Time, the failure of the conditions to closing would the Offer and (ii) has not be satisfied and been cured by FFE (provided such breach or inaccuracy cannot be cured is curable by Tudou by August 31, 2012, or if curable, is not cured FFE) within thirty the earlier of the Termination Date and within 20 business days after FFE’s receipt of written notice from Youku of such breach and stating Youku's intention to terminate the from Purchaser, but only so long as neither Merger Agreement; provided, that this termination right is not available to Youku if it is Sub nor us are then in material breach of our respective representations, warranties, covenants or agreements contained in the Merger Agreement (such termination, an “FFE Breach Termination”); · by FFE by written notice to Purchaser at any time before the Acceptance Time if Merger Sub or Purchaser (i) breaches any of our respective representations, warranties, covenants or agreements contained in the Merger Agreement, which breach, individually or in the aggregate, would delay the consummation of the Offer beyond the Termination Date or prevent the consummation of the Offer or the Merger and (ii) has not been cured by Purchaser (provided such breach is curable by Purchaser) within the earlier of 20 business days after Purchaser’s receipt of written notice of such breach from FFE and the Termination Date, but only so long as FFE is not then in breach of its representations, warranties, covenants or other agreements under contained in the Merger Agreement, such that any which breach would give rise to the failure of a condition to Tudou's obligation the Offer (such termination, a “Purchaser Breach Termination”); · by FFE by written notice to close would Purchaser at any time before the Acceptance Time if (i) all of the conditions to the Offer have been satisfied or waived as of the expiration of the Offer (including any extensions thereof in accordance with the Merger Agreement), and Purchaser fails to consummate the Offer promptly thereafter in accordance with the Merger Agreement and (ii) such failure shall not be satisfiedhave not been cured by Purchaser within the earlier of three days after the receipt of written notice of such breach from FFE and the Termination Date (such termination, an “Offer Breach Termination”); or •· by FFE to accept a Superior Offer and enter into an agreement relating to such Superior Offer, if (i) such Superior Offer shall not have resulted from any breach of the Merger Agreement’s solicitation provisions, and (ii) FFE’s Board, after satisfying certain requirements, shall have authorized FFE to enter the agreement relating to the Superior Offer and (iii) FFE shall have paid the Termination Fees discussed below (such termination, an “FFE Superior Proposal Termination”).

Termination of the Merger Agreement. The Merger Agreement merger agreement may be terminated and the Merger may be abandoned at any time prior to the effective time, whether before or after completion of the required approval from the Youku shareholders and Tudou shareholders has been obtainedtransactions: • by mutual written consent of Xxxxx and XxxxxXxxxxx xxx XX; • by either Youku or TudouXxxxxx xx XX, ifby written notice to the other party: • if the First Merger is and the Second Merger are not completed by August 31consummated on or before June 30, 20122022, provided that the party utilizing this right of termination right is must not available to have materially breached any representation, warranty, covenant or agreement of the merger agreement in a party if manner that was the principal cause of the failure of the Merger mergers to have been completed on or before such date was primarily due to the breach or failure of such party to perform in a material respect any of its obligations under the Merger Agreementbe consummated timely; • if any governmental entity has enacted a law, injunction issued an order, or taken any other action permanently prohibiting the transactions, which law, order having the effect of restraining, enjoining or otherwise prohibiting completion of the Merger becomes other action has become final and non-appealable; provided, that this termination right is not available to a party • if the issuance required approvals of such final, non-appealable law, injunction or order was primarily due to the breach or failure of such party to perform in a material respect any of its obligations under the Merger Agreement; • Tudou's shareholders do Dakota stockholders are not authorize and approve the Merger Agreement, the Merger and the Plan of Mergerobtained; or • Xxxxx's shareholders do not authorize and approve the Share Issuance; provided that this termination right is not available to Youku if Youku has not paid to Tudou the No Vote Termination Fee, as described in more detail below under the sub-section headed "—Termination Fees;" by XxxxxDakota, if: • prior to the representations and warranties of Tudou shall not be true and correct or Tudou shall have breached or failed Dakota stockholder approval, the Dakota board determines to perform any of its covenants or agreements contained enter into a definitive written agreement with respect to a superior proposal; • JR is in the Merger Agreement, such that the corresponding condition to closing would not be satisfied and such breach or inaccuracy cannot be cured by Tudou by August 31, 2012, or if curable, is not cured within thirty business days after receipt of written notice from Youku of such breach and stating Youku's intention to terminate the Merger Agreement; provided, that this termination right is not available to Youku if it is then in material breach of any of its representations, warranties, covenants or other agreements under set forth in the merger agreement that would render the closing condition not to be satisfied, and such breach is either (A) not capable of being cured prior to June 30, 2022 or (B) if curable, is not cured within thirty (30) business days after notice by Xxxxxx xx XX of such breach; or • by JR, if: • Dakota or either merger subsidiary is in breach of any of its respective representations, warranties, covenants or agreements set forth in the merger agreement that would render the closing condition not to be satisfied, and such breach is either (A) not capable of being cured prior to the June 30, 2022 or (B) if curable, is not cured within thirty (30) business days after notice by JR to Dakota of such breach; or • If the Dakota board effects an Adverse Recommendation Change (as defined below). For more information about the merger agreement, see “The Agreement and Plan of Merger — Description of the Merger Agreement,” beginning on page 60. Listing of Dakota Gold common stock (Page 54) Xxxxxx intends to apply to list the shares of Dakota Gold common stock to be issued to the stockholders of Dakota in the First Merger and the shares of Dakota Gold common stock issued and outstanding immediately prior to the First Merger on the NYSE American under the symbol “DGC” via the “uplisting” of Dakota’s common stock, subject to final regulatory approval. Although Dakota has applied for listing of Dakota Gold’s common stock on the NYSE American to be effective at, or around the time of, the completion of the transactions, no assurance can be given that Dakota’s listing application will be approved. U.S. Federal Income Tax Consequences of the Mergers for Dakota Stockholders (Page 55) Xxxxxx and JR intend that, for U.S. federal income tax purposes, the First Merger and the Second Merger, taken together, constitute a single integrated transaction that qualifies as a “reorganization” within the meaning of section 368(a) of the Code. Xxxxxx and JR agree not to, and to cause their respective affiliates not to, take or cause to be taken any action reasonably likely to cause the mergers, taken together, to fail to be treated as such. For a more detailed summary of the U.S. federal income tax consequences of the mergers, see “U.S. Federal Income Tax Consequences of the Mergers for Dakota Stockholders” beginning on page 55. Management of JR (Page 124) Upon the completion of the transactions, the Dakota Gold board will consist of the current members of the Dakota board. For a further description of the governance of Dakota Gold following the completion of the transactions, see“Description of JR’s Capital Stock” beginning on page 126, “Comparison of Stockholders’ Rights” beginning on page 128 and “Management of JR” beginning on page 124. Interests of Dakota’s Directors and Officers in the Transactions (Page 51) In considering the recommendation of the Dakota board, Dakota stockholders should be aware that some of the directors and executive officers of Xxxxxx may have interests in the transactions that are different from, or are in addition to, the interests of Dakota’s stockholders generally. The Dakota board was aware of these interests during their discussions on the fairness and merits of the transactions. These interests include their designation as directors or executive officers of JR following the completion of the transactions. For a description of the treatment of equity awards held by directors and executive officers of Dakota in the transactions, see “The Agreement and Plan of Merger — Description of the Merger Agreement — Treatment of Dakota Stock Options” beginning on page 61. For additional information on the interests of Dakota’s directors and officers in the transactions, see “The Transactions — Interests of Dakota’s Directors and Officers in the Transactions” beginning on page 51. Voting by Xxxxxx’s Directors and Executive Officers (Page 35) As of February 18, 2022, the directors and executive officers of Dakota beneficially owned, in the aggregate, 5,534,912 (or approximately 7.81%) of the Dakota common stock (excluding Dakota stock held by XX and controlled by Xxxxxxxx Xxxx). For additional information regarding the votes required to approve the proposals to be voted on at the Dakota special meeting, see “The Dakota Special Meeting — Vote Required” beginning on page 33. The directors and executive officers of Dakota have informed Xxxxxx that they currently intend to vote all of their shares of Dakota common stock in favor of the Dakota Merger Proposal, the 2021 Long-Term Incentive Plan Proposal, the Director Proposal, the Accounting Ratification Proposal and the Dakota Adjournment Proposal. Dakota Stockholders Support Agreement In connection with the execution of the merger agreement, JR and Xxxxxx entered into support agreements with each of Xxxx Xxxxxxxx, Xxxxxx Xxxxxx and Xxxxxxx X’Xxxxxx (the “Support Agreements”), a copy of the form of which is attached as Annex B to this proxy statement/prospectus. Pursuant to the Support Agreements, certain stockholders holding approximately 7.17% of the issued and outstanding shares of Dakota common stock have agreed to, among other things: (i) vote in favor of the transactions contemplated by the merger agreement, (ii) vote against and withhold consent with respect to any merger, purchase of all or substantially all of Dakota’s assets or other similar business combination transaction other than those contemplated by the merger agreement, (iii) be bound by certain transfer restrictions with respect to the common stock of Dakota held by the stockholder; and (iv) do all things reasonably necessary, proper or advisable to consummate the transactions contemplated by the merger agreement and not take any action that would reasonably be expected to prevent or delay the satisfaction of any of the conditions to those transactions, in each case, subject to the terms and conditions of the Support Agreements. Each Support Agreement will terminate in its entirety, and be of no further force or effect, upon the earliest to occur of (i) the Effective Time (as defined in the merger agreement) and (ii) the written agreement of JR, Dakota and the stockholder. Upon such termination of the Support Agreement, all obligations of the parties under the Support Agreement will terminate, without any liability or other obligation on the part of any party thereto to any person in respect thereof or the transactions contemplated hereby, and no party thereto will have any claim against another (and no person will have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter thereof; provided, however, that the termination of the Support Agreements will not relieve any condition party thereto from liability arising in respect of any breach of the Support Agreement prior to Tudou's obligation such termination. Voting Required for the Dakota Merger Proposal As of February 18, 2022, the directors and executive officers of Dakota beneficially owned, in the aggregate, 5,534,912 shares of Dakota common stock (or approximately 7.81%) (excluding Dakota common stock held by JR and controlled by Xxxxxxxx Xxxx). Including shares of Dakota common stock held by XX and controlled by Xxxxxxxx Xxxx, as of the record date, the directors and executive officers of Dakota beneficially owned, in the aggregate, 41,176,579 shares of Dakota common stock (or approximately 58.12%). To be approved at the Dakota special meeting, the Dakota Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Dakota common stock present in person or represented by proxy at the meeting and entitled to close would vote on the matter. The following Dakota shareholders are not be satisfiedentitled to vote on the Xxxxxx Xxxxxx Xxxxxxxx: JR; Xxxxxxxx Xxxx, director, officer and stockholder of JR; Xxxxxx Xxxxxxxxxxx, a significant stockholder of JR; Xxx Xxxxxxx, director of JR; and Xxxxxxx Xxxxxx, director of JR. As a result, holders of the Dakota Minority Shares, 34,718,030 shares of Dakota common stock, representing 49.002% of the 70,850,983 total outstanding shares of Dakota common stock, are entitled to vote on the Dakota Merger Proposal. Approval of the Dakota Merger Proposal requires the approval of holders of a majority of the Dakota Minority Shares present in person or •represented by proxy at the meeting. The foregoing approval standard is referred to herein as approval by the “majority of the minority.” If all of the Dakota Minority Shares are present in person or represented by proxy at the meeting, approval of the Dakota Merger Proposal requires the affirmative vote of holders of 17,359,016 shares of the Dakota Minority Shares (representing approximately 24.50% of the total outstanding shares of Dakota common stock and 50.000003% of the Dakota Minority Shares). Pursuant to the Support Agreements, Xxxx Xxxxxxxx, Xxxxxx Xxxxxx and Xxxxxxx X’Xxxxxx, directors of Dakota holding an aggregate of 5,081,126 Dakota Minority Shares (representing approximately 7.17% of the issued and outstanding shares of Dakota common stock), have agreed to, among other things, vote in favor of the transactions contemplated by the merger agreement. Therefore, if all of the holders of Dakota Minority Shares are present in person or represented by proxy at the meeting, approval by the Xxxxxx Xxxxxx Proposal requires the affirmative vote of (i) Xxxx Xxxxxxxx, Xxxxxx Xxxxxx and Xxxxxxx X’Xxxxxx, holders of 5,081,126 Dakota Minority Shares, and

Termination of the Merger Agreement. The Merger Agreement may be terminated and the Offer and the Merger may be abandoned at any time prior to the effective time, whether before or after the required approval from the Youku shareholders and Tudou shareholders has been obtained: Acceptance Time by mutual written consent agreement of Xxxxx the Company and Xxxxx; Parent. The Merger Agreement may be terminated and the Offer and the Merger may be abandoned at any time prior to the Acceptance Time by either Youku the Company or Tudou, Parent upon written notice to the other if: • the Acceptance Time has not occurred on or before September 17, 2018 (the “End Date”); • any law, ruling or order is enacted that makes the acceptance for payment of, or the payment for Shares tendered pursuant to the Offer or the Merger illegal or that prohibits the consummation of the Offer or the Merger; or • the Offer expires as a result of the non-satisfaction of one or more conditions to the Offer, or is not completed by August 31, 2012, provided that this termination right is not available terminated or withdrawn prior to a party if the failure Acceptance Time (to the extent permitted under the terms of the Merger to have been completed on or before such date was primarily due Agreement), without Purchaser having accepted for payment any Shares tendered pursuant to the breach or failure of Offer; however, a party may not terminate the Merger Agreement pursuant to the above provisions if such party to perform has breached in a any material respect any of its obligations under the Merger Agreement; • Agreement in any law, injunction or order having manner that primarily contributed to the effect of restraining, enjoining or otherwise prohibiting completion occurrence of the Merger becomes final and non-appealable; provided, that this termination right is not available to a party if the issuance of such final, non-appealable law, injunction or order was primarily due to the breach or failure of such party condition to perform the consummation of the Offer or the Merger. The Merger Agreement may be terminated by the Company upon prior written notice to Parent at any time prior to the Acceptance Time, in a material respect any of its obligations under which case, the Offer and the Merger Agreement; • Tudou's shareholders do not authorize and approve the Merger Agreement, the Merger and the Plan of Merger; or • Xxxxx's shareholders do not authorize and approve the Share Issuance; provided that this termination right is not available to Youku if Youku has not paid to Tudou the No Vote Termination Fee, as described in more detail below under the sub-section headed "—Termination Fees;" by Xxxxx, will be abandoned if: • the representations Company Board causes the Company to enter into an Alternative Acquisition Agreement in order to accept a superior proposal, provided that, at such time, the Company has complied in all material respects with the obligations summarized in “No Solicitation of Other Offers” with respect to such superior proposal and warranties of Tudou shall not be true and correct the Company pays Parent the required Termination Fee prior to or Tudou shall have concurrently with the termination; or • Parent or Purchaser has breached or failed to perform in any of its covenants or agreements contained in the Merger Agreement, such that the corresponding condition to closing would not be satisfied and such breach or inaccuracy cannot be cured by Tudou by August 31, 2012, or if curable, is not cured within thirty business days after receipt of written notice from Youku of such breach and stating Youku's intention to terminate the Merger Agreement; provided, that this termination right is not available to Youku if it is then in material breach of any of respect its representations, warranties, covenants or other agreements under the Merger Agreement, if such breach or failure has had or would reasonably be expected to prevent Parent or Purchaser from consummating the Offer, the Merger or any other transactions contemplated by the Merger Agreement and such breach or failure is not curable or not cured within 20 business days of the date that any condition the Company gives notice of such breach to Tudou's obligation Parent. The Merger Agreement may be terminated by the Company upon prior written notice to close would not be satisfied; or •Parent if Purchaser fails to consummate the Offer within five business days of when required to do so in accordance with the terms of the Merger Agreement.

Termination of the Merger Agreement. The Merger Agreement merger agreement may be terminated and the Merger may be abandoned at any time prior to the effective time, whether before or after time under the required approval from the Youku shareholders and Tudou shareholders has been obtainedfollowing circumstances: • by mutual written consent of Xxxxx Helix and XxxxxXxxxxx; • by either Youku Helix or Tudou, ifForian: • ○ if the Merger is not completed by August 31consummated on or before March 5, 20122021, provided that this termination provided, that, the right is to terminate the merger agreement will not be available to a party if its action or failure to act constitutes a material breach or violation of any of its covenants, agreements or other obligations hereunder and such material breach or violation has been the principal cause of or directly resulted in the failure to satisfy the conditions to the obligations of the terminating party to consummate the merger prior to March 5, 2021 or the failure of the Merger closing of the merger to occur by March 5, 2021; ○ if an applicable law, order, preliminary, temporary or permanent, or other legal restraint or prohibition and no action, proceeding, binding order, decree or determination by any governmental entity is in effect that prevents, enjoins, makes illegal or prohibits the consummation of the merger and the other transactions contemplated by the merger agreement; ○ if Helix stockholder approval of the merger is not obtained at the Helix special meeting or any adjournment or postponement thereof at which the vote was taken on the merger; or ○ if all of the conditions to closing have been satisfied or waived (other than those conditions that by their nature are to be satisfied (or waived) at the closing, which conditions would be reasonably capable of being satisfied at such time) and Forian is unable to satisfy its obligation to effect the closing at such time because a private offering by MOR of equity interests or other securities of MOR on terms and conditions reasonably acceptable to MOR in its sole discretion, resulting in net proceeds to MOR (after deducting applicable fees, expenses, charges and discounts) in the aggregate amount of at least $11,000,000 cannot be completed on or before such date was primarily due prior to the breach closing date. • By Helix, if Forian or failure of such party to perform in a material respect Merger Sub has breached any of its obligations under the Merger Agreement; • any lawrepresentation, injunction warranty, covenant or order having the effect of restraining, enjoining or otherwise prohibiting completion of the Merger becomes final and non-appealable; provided, that this termination right is not available to a party if the issuance of such final, non-appealable law, injunction or order was primarily due to the breach or failure of such party to perform in a material respect any of its obligations under the Merger Agreement; • Tudou's shareholders do not authorize and approve the Merger Agreement, the Merger and the Plan of Merger; or • Xxxxx's shareholders do not authorize and approve the Share Issuance; provided that this termination right is not available to Youku if Youku has not paid to Tudou the No Vote Termination Fee, as described in more detail below under the sub-section headed "—Termination Fees;" by Xxxxx, if: • the representations and warranties of Tudou shall not be true and correct or Tudou shall have breached or failed to perform any of its covenants or agreements agreement contained in the merger agreement, or if any representation or warranty of Forian or Merger AgreementSub has become untrue, in each case, such that the corresponding condition to closing would conditions, could not be satisfied and as of the closing date; provided, however, that Helix may not terminate the merger agreement unless any such breach or inaccuracy failure to be true has not been cured within thirty (30) days after written notice by Helix to Forian informing Forian of such breach or failure to be true, except that no cure period will be required for a breach which by its nature cannot be cured prior to March 5, 2021; and provided, further, that Helix may not terminate the merger agreement pursuant if Helix is then in breach of the merger agreement in any material respect; • by Tudou Helix prior to the receipt of Helix’s stockholder approval in order to enter into a definitive written agreement providing for a superior proposal if Helix has complied in all material respects with the merger agreement; provided, that, Helix pays the applicable termination fee prior to or simultaneously with such termination and enters into such definitive written agreement for such superior proposal simultaneously with such termination of the merger agreement; • by August 31Forian, 2012if Helix has breached any representation, warranty, covenant or agreement contained in the merger agreement, or if curableany representation or warranty of Helix has become untrue, is in each case, such that the closing conditions, could not be satisfied as of the closing date; provided, however, that Forian may not terminate the merger agreement unless any such breach or failure to be true has not been cured within thirty business (30) days after receipt of written notice from Youku by Forian to Helix of such breach or failure to be true, except that no cure period will be required for a breach which by its nature cannot be cured prior to March 5, 2021; and stating Youku's intention to provided, further, Forian may not terminate the Merger Agreement; provided, that this termination right is not available to Youku merger agreement if it Forian is then in material breach of the merger agreement in any material respect; • by Xxxxxx, prior to the Helix special meeting or, if such meeting is adjourned, the reconvening of such meeting, in the event that the Helix board made a change in board recommendation; • by Xxxxxx, if Helix has materially breached its representationsobligations regarding non-solicitation and alternative proposals; • by Xxxxxx, warrantiesif Helix has not divested its guarding business at least fifteen (15) business days prior to March 5, covenants or other agreements under the Merger Agreement, such that any condition to Tudou's obligation to close would not be satisfied2021; or •• by Forian, if The Nasdaq Stock Market, LLC informs Forian that the shares of Forian common stock are not, or will not be, approved for listing on The Nasdaq Capital Market, whether or not such decision is subject to appeal.

Termination of the Merger Agreement. The Merger Agreement may be terminated and in the Merger may be abandoned at any time prior to the effective time, whether before or after the required approval from the Youku shareholders and Tudou shareholders has been obtainedfollowing ways: • by mutual written consent of Xxxxx Parent and XxxxxExa; • by either Youku Parent or TudouExa if the Acceptance Time has not occurred on or before February 27, if: • 2018 (the "Outside Date"), provided, however, that if on the Outside Date, (x) Purchaser is not then required to accept for payment validly tendered Shares pursuant to paragraph (b) of Annex I to the Merger is Agreement and (y) none of the conditions specified in paragraph (c)(i), (c)(ii), (c)(iii) or (c)(iv) of Annex I to the Merger Agreement have occurred and are continuing, then either Parent or Exa may extend the Outside Date to April 27, 2018; except that the right to so terminate the Merger Agreement will not completed by August 31, 2012, provided that this termination right is not be available to a party Parent or Exa if its material breach of the Merger Agreement has been the primary cause or primarily resulted in the failure of the Merger Acceptance Time to have been completed occur on or before such date was primarily due the applicable Outside Date; • by either Parent or Exa if the Offer expires as a result of the non-satisfaction of any conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase or is terminated or withdrawn pursuant to its terms without any Shares being accepted for payment thereunder, except that the right to so terminate the Merger Agreement will not be available to Parent or Exa if its breach of the Merger Agreement has been the primary cause or failure primarily resulted in the non-satisfaction of such party any condition to perform the Offer set forth in a material respect the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase or the termination or withdrawal of the Offer pursuant to its terms without any of its obligations Shares being accepted for payment under the Merger AgreementOffer; • by either Parent or Exa if any lawgovernmental authority of competent jurisdiction has enacted, injunction issued, promulgated, enforced or order entered any decision, injunction, decree, ruling, law or order, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting completion the Merger or the Offer, except that the right to so terminate the Merger Agreement will not be available to Parent or Exa if its breach of the Merger becomes final and non-appealable; provided, that this termination right is not available to a party if Agreement has been the primary cause or primarily resulted in the issuance of such finaldecision, non-appealable lawinjunction, injunction decree, ruling, law or order was primarily due order; • by Exa prior to the breach or failure Acceptance Time if, for any reason, Purchaser has failed to commence (within the meaning of such party to perform in a material respect any of its obligations Rule 14d-2 under the Merger Agreement; • Tudou's shareholders do not authorize and approve Exchange Act) the Offer within twenty (20) business days after the date of the Merger Agreement, except Exa may not so terminate the Merger and Agreement if Exa has not provided Parent with a Schedule 14D-9 that Exa is prepared to file, without further revisions; • by Exa prior to the Plan of Merger; or • Xxxxx's shareholders do not authorize and approve Acceptance Time if the Share Issuance; Exa Board determines to enter into a definitive agreement with respect to a Superior Proposal, provided that Exa has complied with the non-solicitation provisions set forth in the Merger Agreement and described in "Third-Party Acquisition Proposals" in this termination right is not available Section 12(a)—"Merger Agreement" of this Offer to Youku if Youku Purchase, and prior to or substantially concurrently, and as a condition to the effectiveness of such termination, Exa has not paid to Tudou Parent the No Vote Company Termination Fee, Fee (as described in more detail below under defined below); • by Exa prior to the sub-section headed "—Termination Fees;" by Xxxxx, if: • the Acceptance Time if Parent or Purchaser has breached any of its representations and or warranties of Tudou shall not be true and correct or Tudou shall have breached or failed to perform any of its covenants or agreements contained set forth in the Merger Agreement, such that the corresponding condition to closing would not be satisfied and such which breach or inaccuracy cannot be failure to perform (i) had a Parent Material Adverse Effect and (ii) is incapable of being cured prior to the applicable Outside Date or, if curable by Tudou by August 31, 2012, or if curablesuch date, is not cured within prior to the earlier of thirty business (30) calendar days after receipt of written notice from Youku of such breach thereof is given by Exa to Parent and stating Youku's intention the applicable Outside Date, except that the right to so terminate the Merger Agreement; provided, that this termination right is Agreement will not be available to Youku Exa if it is then in material breach of any of its representations, warranties, covenants or other agreements under the Merger Agreement; • by Parent prior to the Acceptance Time if the Exa Board has effected an Adverse Action (as defined below) or Exa or any of its subsidiaries enters into an Acquisition Agreement; • by Parent prior to the Acceptance Time if Exa has breached any of its representation or warranties or failed to perform any of its covenants or agreements set forth in the Merger Agreement, such that which breach or failure to perform (i) would give rise to the failure of any condition to Tudou's obligation the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to close would Purchase and (ii) is incapable of being cured prior to the applicable Outside Date, or, if curable by such date, is not cured prior to the earlier of thirty (30) calendar days after written notice thereof is given by Parent to Exa and the applicable Outside Date, except that the right to so terminate the Merger Agreement will not be satisfiedavailable to Parent if either it or Purchaser is then in material breach of any of its representations, warranties, covenants or agreements under the Merger Agreement; or •• by Parent prior to the Acceptance Time if Exa has (i) intentionally breached, (ii) intentionally failed to take any action necessary to avoid a deemed breach, or

Termination of the Merger Agreement. The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the effective timeEffective Time, by action taken or authorized by the board of directors of the terminating party or parties, whether before or after approval of the required approval from matters presented in connection with the Youku shareholders and Tudou shareholders has been obtainedMerger by the stockholders of the Company: (a) by mutual written consent of Xxxxx Parent and Xxxxxthe Company; (b) by either Youku Parent or Tudou, if: • the Company if the Merger is shall not completed have been consummated by August March 31, 20122000; provided, provided however, that the right to terminate the Merger Agreement under this termination right is clause shall not be available to a any party if whose failure to fulfill any obligation under the Merger Agreement has been the cause of, or resulted in, the failure of the Merger to have been completed occur on or before such date was primarily due date; (c) by either Parent or the Company if any governmental entity shall have issued an order, decree or ruling or taken any other action (which order, decree, ruling or other action the parties shall have used their best efforts to the breach resist, resolve or failure of such party to perform in a material respect any of its obligations under the Merger Agreement; • any lawlift, injunction or order having the effect of as applicable) permanently restraining, enjoining or otherwise prohibiting completion of the Merger becomes final and non-appealable; provided, that this termination right is not available to a party if the issuance of such final, non-appealable law, injunction or order was primarily due to the breach or failure of such party to perform in a material respect any of its obligations under the Merger Agreement; • Tudou's shareholders do not authorize and approve transactions contemplated by the Merger Agreement, the Company Option Agreement or the Stockholders Agreement and such order, decree, ruling or other action shall have become final and nonappealable; (d) by either Parent or the Company if any approval by the stockholders of the Company required for the consummation of the Merger or the other transactions contemplated hereby shall not have been obtained at a meeting of the Company's stockholders called for such purpose or any adjournment thereof by reason of the failure to obtain the required vote at a duly held meeting of stockholders or at any adjournment thereof; (e) by Parent, prior to the acceptance for payment of the number of Shares equal to the Minimum Condition (the "Minimum Shares") pursuant to the Offer, if (i) the Company Board or any committee thereof shall have withdrawn or modified in a manner adverse to Parent its approval or recommendation of the Offer or the Merger, (ii) the Company Board or any committee thereof shall have approved or recommended to the stockholders of the Company any Company Takeover Proposal or Alternative Transaction, (iii) the Company Board or any committee thereof shall have approved or recommended that the stockholders of the Company tender their Shares in any tender or exchange offer that is an Alternative Transaction, (iv) the Company Board or any committee thereof shall have resolved to take any of the foregoing actions, or (v) the Company Board or any committee thereof shall have redeemed the Rights, or waived or amended any provision of the Rights Agreement, in any such case to permit or facilitate the consummation of any Company Takeover Proposal or Alternative Transaction; (f) by the Company, prior to the acceptance for payment of the Minimum Shares pursuant to the Offer, in accordance with the provisions of the Merger Agreement described above under "No Solicitation"; provided, however, that the right to terminate the Merger Agreement pursuant to this clause shall not be available (i) if the Company has breached in any material respect its obligations under the provisions of the Merger Agreement relating to "no solicitation" or (ii) if the Company fails to pay when due the cash fee described in the next paragraph; (g) by Parent, prior to the acceptance for payment of the Minimum Shares pursuant to the Offer, upon a breach of any covenant or agreement on the part of the Company set forth in the Merger Agreement which could reasonably be expected to have a material adverse effect on the Company or a material adverse effect on the consummation of the Offer or the Merger, or if any representation or warranty of the Company shall have become inaccurate and such inaccuracy could reasonably be expected to have a material adverse effect on the Plan Company or a material adverse effect on the consummation of the Offer or the Merger; (h) by the Company, upon a breach of any covenant or agreement on the part of Parent or Purchaser set forth in the Merger Agreement which could reasonably be expected to have a material adverse effect on Parent or a material adverse effect on the consummation of the Offer or the Merger, or if any representation or warranty of Parent or Purchaser shall have become inaccurate and such inaccuracy could reasonably be expected to have a material adverse effect on Parent or a material adverse effect on the consummation of the Offer or the Merger; or • Xxxxx's shareholders do not authorize and approve (i) by Parent or the Share Issuance; Company, if the Offer terminates or expires on account of the failure of any condition specified in Section 15 without Purchaser having purchased any Shares thereunder (provided that the right to terminate the Merger Agreement pursuant to this termination right is not available to Youku if Youku has not paid to Tudou the No Vote Termination Fee, as described in more detail below under the sub-section headed "—Termination Fees;" by Xxxxx, if: • the representations and warranties of Tudou clause shall not be true available to any party whose failure to fulfill any obligation under the Merger Agreement has been the cause of, or resulted in, the failure of any such condition). In the event of termination of the Merger Agreement by either Parent or the Company, the Merger Agreement shall become void and correct there shall be no liability or Tudou shall have breached obligation on the part of Parent or failed the Company or their respective officers or directors except (i) with respect to perform the requirement that the parties pay certain fees and expenses, including, as applicable, the cash fee described below, (ii) with respect to any liabilities or damages incurred or suffered by a party as a result of the willful breach by the other party of any of its covenants or other agreements contained set forth in the Merger Agreement and (iii) the Confidentiality Agreement between Parent and the Company will remain in full force and effect. In the event that (i) the Merger Agreement is terminated pursuant to clause (e) or (f) in the preceding paragraph, or pursuant to clause (g) in the preceding paragraph in the case of a material breach of the Company's obligations under the "no solicitation" provisions of the Merger Agreement, such or (ii)(A) any Third Party makes a Company Takeover Proposal to the Company or its stockholders and thereafter the Merger Agreement is terminated by either party pursuant to the provisions of the Merger Agreement described in clause (b) or (d) above and (B)(x) within 12 months after the termination of the Merger Agreement any Alternative Transaction is consummated or the Company enters into any Company Acquisition Agreement, in either case with the Third Party (or any affiliate of the Third Party) that made the corresponding condition Company Takeover Proposal to closing would not the Company or its stockholders or (y) within nine months after the termination of the Merger Agreement any Alternative Transaction is consummated or the Company enters into any Company Acquisition Agreement, in either case with any other Third Party, then the Company shall pay Parent a cash fee of $10,000,000, which amount shall be satisfied and such breach or inaccuracy cannot be cured payable by Tudou by August 31, 2012, or if curable, is not cured within thirty wire transfer of immediately available funds no later than (1) two business days after receipt such termination in the case of written notice from Youku a termination described in clause (i) above or (2) the date of consummation of such breach and stating Youku's intention to terminate Alternative Transaction in the Merger Agreement; providedcase of a termination described in clause (ii) above. For a description of the conditions of the Offer, that this termination right is not available to Youku if it is then in material breach of any of its representations, warranties, covenants or other agreements under the Merger Agreement, such that any condition to Tudou's obligation to close would not be satisfied; or •see Section 15.

Termination of the Merger Agreement. The Merger Agreement merger agreement may be terminated and the Merger may be abandoned at any time prior to the effective time, whether before or after time in any of the required approval from the Youku shareholders and Tudou shareholders has been obtainedfollowing ways: • by mutual written consent of Xxxxx the Partnership and XxxxxNSH; • by either Youku the Partnership or Tudou, NSH upon written notice to the other if: • the Merger merger is not completed by on or before August 318, 20122018, provided that this termination right is not available to a party if unless the failure of the Merger closing to have been completed on or before such occur by this date was is primarily due to the breach or failure of such the party seeking to perform in terminate the merger agreement to fulfill any material obligation under the merger agreement or a material respect any breach of its obligations under the Merger Agreementmerger agreement by such party; • any lawregulatory authority has issued a final and nonappealable statute, injunction rule, order, decree or order having regulation or taken any other action that permanently restrains, enjoins, makes illegal or prohibits the effect of restraining, enjoining or otherwise prohibiting completion consummation of the Merger becomes final and non-appealablemerger or any of the merger transactions; provided, that this termination right the terminating party is not available in breach of its obligation to use its reasonable efforts to complete the merger promptly; • NSH fails to obtain the NSH unitholder approval at the NSH special meeting, subject to certain limitations; • there has been a party if the issuance breach of such final, non-appealable law, injunction or order was primarily due to the breach or failure of such party to perform any inaccuracy in a material respect any of its obligations the representations or warranties of any of the other parties set forth in the merger agreement under the Merger Agreement; • Tudou's shareholders do not authorize and approve the Merger Agreement, the Merger and the Plan of Mergercertain circumstances; or • Xxxxx's shareholders do not authorize and approve the Share Issuance; provided that this termination right is not available to Youku if Youku there has not paid to Tudou the No Vote Termination Fee, as described in more detail below under the sub-section headed "—Termination Fees;" by Xxxxx, if: • the representations and warranties of Tudou shall not be true and correct or Tudou shall have breached or failed to perform any of its covenants or agreements contained in the Merger Agreement, such that the corresponding condition to closing would not be satisfied and such breach or inaccuracy cannot be cured by Tudou by August 31, 2012, or if curable, is not cured within thirty business days after receipt of written notice from Youku of such breach and stating Youku's intention to terminate the Merger Agreement; provided, that this termination right is not available to Youku if it is then in material been a breach of any of its representations, warranties, the covenants or agreements of any of the other agreements parties set forth in the merger agreement under certain circumstances; • by the Partnership if NSH has materially and intentionally breached certain non-solicitation covenants or the NSH Board has changed its recommendation to the NSH unitholders in accordance with the merger agreement; or • by NSH in order to accept a superior proposal if NSH has not intentionally and materially breached certain non-solicitation covenants, NSH has paid a termination fee in accordance with the merger agreement and substantially concurrently therewith, and in any event within the same day of such termination, NSH enters into a definitive agreement in connection with such superior proposal. Material U.S. Federal Income Tax Consequences of the Merger (page 115) Tax matters associated with the merger are complicated. The U.S. federal income tax consequences of the merger to an NSH unitholder will depend, in part, on such unitholder’s particular circumstances. The tax discussions in this proxy statement/prospectus are limited to the U.S. federal income tax consequences generally applicable to U.S. holders that hold their NSH units as capital assets and acquired their NSH units in exchange for cash, and these discussions have only limited application to other unitholders, including those subject to special rules under the Merger AgreementU.S. federal income tax laws. NSH unitholders are urged to consult their tax advisors for a full understanding of the U.S. federal, such state, local and foreign tax consequences of the merger that any will be applicable to them. For U.S. federal income tax purposes, the merger is intended to qualify as a “merger” of NSH and the Partnership within the meaning of Treasury regulations promulgated under Section 708 of the Code, with the Partnership treated as the continuing partnership and NSH as the terminated partnership for U.S. federal income tax purposes following the merger. It is a condition to Tudou's NSH’s obligation to close would complete the merger that it receive a written opinion from Wachtell Lipton (or another nationally recognized tax counsel reasonably acceptable to NSH) to the effect that no gain or loss should be recognized, for U.S. federal income tax purposes, by NSH unitholders that are “United States persons” for U.S. federal income tax purposes with respect to the exchange of NSH units for common units pursuant to the merger, other than gain or loss, if any, resulting from any (1) decrease in an NSH unitholder’s share of partnership liabilities pursuant to Section 752 of the Code, (2) amounts paid to NSH, the Partnership or any of their respective subsidiaries pursuant to certain provisions of the merger agreement, (3) actual or deemed distributions to NSH or NSH unitholders of cash or other property (other than common units), (4) receipt of cash in lieu of fractional common units in the merger, or (5) actual or deemed assumption by the Partnership of any liabilities of NSH or any of its subsidiaries. The opinion may be subject to customary limitations and exceptions, including that it will not apply to any NSH unitholder whose tax basis in its NSH units is less than its share of NSH’s tax basis (including basis resulting from Section 743 adjustments) in common units deemed distributed by NSH. It is a condition to the Partnership’s obligation to effect the merger that it receive a written opinion from Sidley Austin (or another nationally recognized tax counsel reasonably acceptable to the Partnership and NSH) to the effect that no gain or loss should be satisfied; recognized by existing unaffiliated common unitholders as a result of the merger, other than gain, if any, resulting from any (1) decrease in partnership liabilities pursuant to Section 752 of the Code, or •(2) amounts paid to or on behalf of the Partnership by any other person pursuant to certain provisions of the merger agreement. In addition, it is a condition to each party’s obligation to complete the merger that the Partnership receive a written opinion from Sidley Austin (or another nationally recognized tax counsel reasonably acceptable to the Partnership and NSH) to the effect that (1) at least 90% of the current gross income of the Partnership constitutes qualifying income within the meaning of Section 7704(d) of the Code and the Partnership is treated as a partnership for U.S. federal income tax purposes pursuant to Section 7704(c) of the Code, and (2) the adoption of the amended and restated partnership agreement, the merger, and the transactions contemplated by the merger agreement will not cause the Partnership to be treated as an association taxable as a corporation for U.S. federal income tax purposes. Accordingly, U.S. holders of NSH units generally are not expected to recognize gain or loss, for U.S. federal income tax purposes, with respect to the exchange of NSH units for common units pursuant to the merger, other than (1) gain or loss, if any, resulting from any (A) decrease in an NSH unitholder’s share of partnership liabilities pursuant to Section 752 of the Code, (B) amounts paid to NSH, the Partnership or any of their respective subsidiaries pursuant to certain provisions of the merger agreement, (C) actual or deemed distributions to NSH or NSH unitholders of cash or other property (other than common units), (D) receipt of cash in lieu of fractional common units in the merger, or (E) actual or deemed assumption by the Partnership of any liabilities of NSH or any of its subsidiaries, or (2) to the extent any NSH unitholder’s adjusted tax basis in its NSH units is less than its share of NSH’s adjusted tax basis in the common units deemed distributed by NSH. These opinions will be based on representations made by NSH, the Partnership and others and on customary factual assumptions, as well as certain covenants and undertakings. Opinions of counsel are subject to certain limitations and are not binding on the Internal Revenue Service or any court. NSH and the Partnership have not sought and do not intend to seek any rulings from the IRS regarding any matters relating to the merger. NSH unitholders should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” for a more complete discussion of the U.S. federal income tax consequences of the merger. Tax matters can be complicated, and the tax consequences to a particular holder will depend on such holder’s facts and circumstances. NSH unitholders should consult their own tax advisors to determine the specific tax consequences to them of the merger. Other Information Related to the Merger No Appraisal Rights (page 61) NSH unitholders do not have appraisal rights under applicable law or contractual appraisal rights under the NSH limited liability company agreement or the merger agreement. For additional information, please see “The Merger—No Appraisal Rights” beginning on page 61. Antitrust and Regulatory Matters (page 61) The merger is subject to both state and federal antitrust laws. Under the rules applicable to non-corporate entities, no filing is required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”). However, the Partnership or NSH may receive requests for information concerning the proposed merger and related transactions from the Federal Trade Commission, or FTC, the Antitrust Division of the Department of Justice, or DOJ, or individual states.

Termination of the Merger Agreement. The Merger Agreement may merger agreement can be terminated and the Merger may be abandoned at any time prior to the effective timedate, whether before or after the required approval from receipt of the Youku shareholders and Tudou shareholders has been obtainedrequisite CBB shareholder vote, in the following circumstances: • by the mutual written consent of Xxxxx CBB and XxxxxSouthern States; • by either Youku or Tudou, if: • party (provided that the Merger terminating party is not completed by August 31, 2012, provided that this termination right is not available to a party if the failure of the Merger to have been completed on or before such date was primarily due to the breach or failure of such party to perform in a material respect any of its obligations under the Merger Agreement; • any law, injunction or order having the effect of restraining, enjoining or otherwise prohibiting completion of the Merger becomes final and non-appealable; provided, that this termination right is not available to a party if the issuance of such final, non-appealable law, injunction or order was primarily due to the breach or failure of such party to perform in a material respect any of its obligations under the Merger Agreement; • Tudou's shareholders do not authorize and approve the Merger Agreement, the Merger and the Plan of Merger; or • Xxxxx's shareholders do not authorize and approve the Share Issuance; provided that this termination right is not available to Youku if Youku has not paid to Tudou the No Vote Termination Fee, as described in more detail below under the sub-section headed "—Termination Fees;" by Xxxxx, if: • the representations and warranties of Tudou shall not be true and correct or Tudou shall have breached or failed to perform any of its covenants or agreements contained in the Merger Agreement, such that the corresponding condition to closing would not be satisfied and such breach or inaccuracy cannot be cured by Tudou by August 31, 2012, or if curable, is not cured within thirty business days after receipt of written notice from Youku of such breach and stating Youku's intention to terminate the Merger Agreement; provided, that this termination right is not available to Youku if it is then in material breach of any representation, warranty, covenant, or other agreement contained in the merger agreement) in the event of a material breach by the other party of any representation or warranty contained in the merger agreement that cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching party of such breach and that would provide the non-breaching party the ability to refuse to consummate the merger under the standard set forth in the merger agreement; • by either party (provided that the terminating party is not then in material breach of any representation, warranty, covenant, or other agreement contained in the merger agreement) in the event of a material breach by the other party of any covenant or agreement contained in this merger agreement that cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching party of such breach, or if any of the conditions to the obligations of such party contained in this merger agreement shall not have been satisfied in full; • by either party if all transactions contemplated by the merger agreement shall not have been consummated on or prior to October 1, 2024 if the failure to consummate the transactions provided for in the merger agreement on or before such date is not caused by any breach of the merger agreement by the party electing to terminate, provided that if the only reason for failure to consummate the transactions is the lack of regulatory approval under the merger agreement, such date shall be January 1, 2025; • by CBB, if before the CBB shareholders meeting, the board of directors of CBB authorizes CBB to enter into a binding written agreement concerning a transaction that constitutes a superior proposal (a “superior proposal”), provided that, upon such termination pursuant hereto CBB shall pay promptly the sum of $1.2 million to Southern States to reimburse Southern States for its expenses, and not as damages, incurred in connection with the merger agreement; • by Southern States, if (i) the board of directors of CBB shall have recommended to the shareholders of CBB that they tender their shares in a tender or exchange offer commenced by an un-affiliated third party for more than 20.0% of the outstanding CBB common stock, (ii) the board of directors of CBB shall have effected a Change in CBB Recommendation or recommended to the CBB shareholders acceptance or approval of a superior proposal, (iii) CBB shall have notified Southern States in writing that CBB is prepared to accept a superior proposal, or (iv) the board of directors of CBB shall have resolved to do any of the foregoing, provided that, upon such termination pursuant hereto CBB shall pay promptly the sum of $1.2 million to Southern States to reimburse Southern States for its expenses, and not as damages, incurred in connection with the merger agreement; • by either party, if either of their respective boards of directors so determines by a vote of a majority of the members of its representationsentire board, warrantiesin the event any regulatory approval required for consummation of the transactions contemplated by the merger agreement shall have been denied by final, covenants non-appealable action by such governmental authority or other agreements under an application therefor shall have been permanently withdrawn at the Merger Agreementrequest of a governmental authority; or • by either party (provided, such in the case of CBB, that any condition to Tudou's obligation to close would it shall not be satisfied; in breach of any of its obligations under Section 6.2(b) of the merger agreement), if the requisite CBB shareholder approval at the shareholders meeting shall not have been obtained by reason of the failure to obtain the required vote or •at any adjournment or postponement thereof.

Termination of the Merger Agreement. The Merger Agreement may be terminated and the Offer and the Merger may be abandoned at any time prior to the effective time, whether before or after the required approval from the Youku shareholders and Tudou shareholders has been obtained: Effective Time by mutual written consent agreement of Xxxxx the Company and Xxxxx; Parent. The Merger Agreement may be terminated and the Offer and the Merger may be abandoned at any time prior to the Effective Time by either Youku the Company or Tudou, Parent upon written notice to the other if: • the Merger is Acceptance Time has not completed by August 31, 2012, provided that this termination right is not available to a party if the failure of the Merger to have been completed occurred on or before such date was primarily due to December 31, 2018 (the breach “Outside Date”); or failure Table of such party to perform in a material respect any of its obligations under the Merger Agreement; Contents • any law, injunction ruling or order having is enacted that makes the effect of restrainingacceptance for payment of, enjoining or otherwise prohibiting completion the payment for Shares tendered pursuant to the Offer or the Merger illegal or that prohibits the consummation of the Offer or the Merger. The Merger becomes final Agreement may be terminated by the Company Board upon prior written notice to Parent at any time prior to the Acceptance Time, in which case, the Offer and non-appealable; providedthe Merger will be abandoned if: • prior to the expiration time of the Offer and following a Change of Recommendation, that this termination right but only if (i) the Company is not available to a party if the issuance of such final, non-appealable law, injunction or order was primarily due to the then in material breach or failure of such party to perform in a material respect any of its obligations under summarized in “No Solicitation of Other Offers” and (ii) the Merger Agreement; • Tudou's shareholders do not authorize Change of Recommendation occurred pursuant to and approve in accordance with the Merger Agreement, the Merger terms and the Plan of Mergerconditions governing a Superior Proposal or Intervening Event; or • Xxxxx's shareholders do not authorize and approve the Share Issuance; provided that this termination right is not available to Youku if Youku Parent or Purchaser has not paid to Tudou the No Vote Termination Fee, as described in more detail below under the sub-section headed "—Termination Fees;" by Xxxxx, if: • the representations and warranties of Tudou shall not be true and correct or Tudou shall have breached or failed to perform in any of material respect its representations, warranties, covenants or agreements contained in under the Merger Agreement, if such that breach or failure has had or would reasonably be expected to prevent Parent or Purchaser from consummating the corresponding condition to closing would not be satisfied Offer, the Merger or any other transactions contemplated by the Merger Agreement and such breach or inaccuracy canfailure is not be cured by Tudou by August 31, 2012, curable or if curable, is not cured within thirty 20 business days after receipt of written the date that the Company gives notice from Youku of such breach and stating Youku's intention to terminate Parent. The Merger Agreement may be terminated by the Company upon prior written notice to Parent if Purchaser fails to consummate the Offer within three business days of when required to do so in accordance with the terms of the Merger Agreement. The Merger Agreement may be terminated by Parent upon prior written notice to the Company at any time prior to the Effective Time, in which case, the Offer and the Merger will be abandoned if: • the Company Board makes a Change of Recommendation; provided, that this termination right is not available or • the Company has breached or failed to Youku if it is then perform in any material breach of respect any of its representations, warranties, covenants or other agreements under the Merger Agreement, such that any certain Offer conditions are not satisfied and such breach or condition is not curable or not cured within 20 business days of the date that Parent gives notice of such breach to Tudou's obligation to close would not be satisfied; or •the Company.

Termination of the Merger Agreement. The Merger Agreement may be terminated by mutual written consent of each of BBAI, Purchaser and Merger Sub, on the one hand, and Pangiam and the Seller, on the other hand. The Merger Agreement may be abandoned terminated at any time prior to the effective time, whether before or after the required approval from the Youku shareholders and Tudou shareholders has been obtained: by mutual written consent of Xxxxx and Xxxxx; by either Youku or Tudou, ifClosing as follows: • by BBAI, Purchaser and Merger Sub, on the Merger is not completed one hand, or by August 31Pangiam or Seller, 2012on the other hand, provided that this termination right is not available to a party if the failure of the Merger to have been completed on or before such date was primarily due by written notice to the breach other, upon the issuance by any governmental entity of an order, decree or failure ruling or its taking of such party to perform in a material respect any of its obligations under the Merger Agreement; • any law, injunction or order having the effect of other action permanently restraining, enjoining or otherwise prohibiting completion the performance of the Merger becomes Agreement or the consummation of the transactions contemplated thereby, which order, decree, ruling or any other action will have become final and non-appealableappealable and which renders the Closing conditions incapable of being satisfied; provided, that no termination may be made pursuant to this termination right is not available to a party provision if the issuance of such finalorder, non-appealable lawdecree, injunction ruling or order was such other action has been primarily due caused by the action or inaction of the terminating party; • by BBAI, Purchaser and Merger Sub, on the one hand, or by Pangiam or Seller, on the other hand, by written notice to the breach other, if the Closing will not have occurred on or before August 4, 2024 (the “Outside Date”); provided, however, that no termination may be made pursuant to this provision if the failure to close will have been caused by the action or inaction of such party to perform in a material respect any of its obligations under the Merger Agreementterminating party; • Tudou's shareholders do not authorize and approve by either BBAI, Purchaser or Merger Sub if neither BBAI, Purchaser nor Merger Sub is in material breach of the Merger Agreement, by written notice to Pangiam, upon a breach of any covenant or agreement on the Merger and the Plan part of Merger; Seller or • Xxxxx's shareholders do not authorize and approve the Share Issuance; provided that this termination right is not available to Youku if Youku has not paid to Tudou the No Vote Termination Fee, as described in more detail below under the sub-section headed "—Termination Fees;" by Xxxxx, if: • the representations and warranties of Tudou shall not be true and correct or Tudou shall have breached or failed to perform any of its covenants or agreements contained Pangiam set forth in the Merger Agreement, or if any representation or warranty contained therein, will be or have become untrue, in either case, such that any of the corresponding condition to closing Closing conditions would not be satisfied and such breach or inaccuracy cannot be cured by Tudou by August 31, 2012, or if curable, is not cured within thirty business days after receipt of written notice from Youku of such breach and stating Youku's intention satisfied; provided that the right to terminate the Merger AgreementAgreement will not be available if BBAI’s, Purchaser’s or Merger Subs’ failure(s) (collectively or individually) to fulfill any obligation under the Merger Agreement has been the primary cause of, or primarily result in, the failure of the Closing to occur on or before such date; provided• by Pangiam or Seller if Pangiam and Seller, that this termination right is as applicable, are not available to Youku if it is then in material breach of any of its representations, warranties, covenants or other agreements under the Merger Agreement, by written notice to BBAI, upon a breach of any covenant or agreement on the part of BBAI, Purchaser or Merger Sub set forth in the Merger Agreement, or if any representation or warranty of BBAI, Purchaser or Merger Sub will be or have become untrue, in either case, such that any condition to Tudou's obligation to close of the Closing conditions would not be satisfied; provided that the right to terminate the Merger Agreement will not be available if Pangiam’s or •Seller’s failure(s) (collectively or individually) to fulfill any obligation under the Merger Agreement has been the primary cause of, or primarily result in, the failure of the Closing to occur on or before such date; • by BBAI or Seller if BBAI fails to obtain the Requisite Vote at the BBAI Special Meeting at which a vote is taken on the Mergers, except that the right to terminate the Merger Agreement will not be available to any party whose action or failure to act (which action or failure to act constitutes a breach by such party of the Merger Agreement) has been the cause of, or resulted in, the failure to obtain the Requisite Vote at the BBAI Special Meeting. For further information, see section entitled “The Merger Agreement—Termination of the Merger Agreement”.

Termination of the Merger Agreement. The Merger Agreement merger agreement may be terminated and the Merger may be abandoned at any time prior to the effective time, whether before or after closing of the required approval from merger: • by the Youku shareholders and Tudou shareholders has been obtained: by mutual written consent of Xxxxx ONEOK and XxxxxONEOK Partners duly authorized by the ONEOK board or the ONEOK special committee, as the case may be, and the ONEOK Partners conflicts committee; or • by either Youku of ONEOK Partners or TudouONEOK: O if the closing does not occur on or before September 30, if: • the Merger is not completed by August 31, 2012, 2017; provided that this termination right will not be available to a party whose failure to perform and comply in all material respects with its covenants and agreements is the cause of the failure of the closing; O if any restraint by a government authority is in effect and has become final and nonappealable; provided, however, that the right to terminate the merger agreement is not available to a party ONEOK Partners or ONEOK if the failure of the Merger to have been completed on or before such date restraint was primarily due to the breach failure of, in the case of ONEOK Partners, ONEOK Partners or failure ONEOK Partners GP and, in the case of such party ONEOK, ONEOK or Merger Sub, to perform in a material respect any of its obligations under the Merger Agreementmerger agreement; • any law, injunction or order having the effect of restraining, enjoining or otherwise prohibiting completion of the Merger becomes final and non-appealable; provided, that this termination right is not available to a party O if the issuance of such final, non-appealable law, injunction or order was primarily due to the breach or failure of such party to perform in a material respect any of its obligations under the Merger Agreement; • Tudou's shareholders do not authorize and approve the Merger Agreement, the Merger ONEOK Partners unitholder meeting has occurred and the Plan of MergerONEOK Partners unitholder approval has not been obtained; or • Xxxxx's shareholders do not authorize O if the ONEOK shareholder meeting has occurred and approve the Share Issuance; provided that this termination right is not available to Youku if Youku ONEOK shareholder approval has not paid to Tudou been obtained. • by ONEOK: O if the No Vote Termination Fee, as described ONEOK Partners board or the ONEOK Partners conflicts committee makes a change in more detail below under the sub-section headed "—Termination Fees;" by Xxxxx, if: • the representations and warranties of Tudou shall not be true and correct recommendation; O if ONEOK Partners or Tudou shall have ONEOK Partners GP has breached or failed to perform any of its covenants or agreements contained in the Merger Agreementmerger agreement, such or any representations or warranties become untrue, in a way that the corresponding related condition to closing would not be satisfied satisfied, and such breach is either incurable or inaccuracy cannot be cured by Tudou by August 31, 2012, or if curable, is not cured within thirty business days after receipt 30 days; or O if ONEOK is terminating the merger agreement to enter into a definitive agreement relating to a superior proposal in accordance with the terms of written notice from Youku of such breach and stating Youku's intention the merger agreement. • by ONEOK Partners: O if the ONEOK board or the ONEOK special committee makes a change in recommendation; O if ONEOK has breached or failed to terminate the Merger Agreement; provided, that this termination right is not available to Youku if it is then in material breach of perform any of its representations, warranties, covenants or other agreements under in the Merger Agreementmerger agreement, such or any representations or warranties become untrue, in a way that any the related condition to Tudou's obligation to close closing would not be satisfied, and such breach is either incurable or not cured within 30 days; or •O if ONEOK Partners is terminating the merger agreement in response to an intervening event in accordance with the terms of the merger agreement.

Termination of the Merger Agreement. ‌ The Merger Agreement merger agreement may be terminated and for reasons that include the Merger may be abandoned at any time prior to the effective time, whether before or after the required approval from the Youku shareholders and Tudou shareholders has been obtainedfollowing: by • By mutual written consent of Xxxxx Bank and XxxxxParent; by • By either Youku Bank or TudouParent, if: • if the Merger is merger shall not completed by August have occurred on or before December 31, 20122018 (the “Outside Date”); provided, provided however, that this termination such right is to terminate shall not be available to a any party if whose action or failure to act has been the cause of or resulted in the failure of the Merger merger to have been completed occur on or before the Outside Date and such date was primarily due action or failure to act constitutes a breach of the merger agreement; • By either Bank or Parent, if any regulatory approval required to be obtained pursuant to the breach merger agreement has been denied by the relevant governmental entity and such denial has become final and nonappealable or failure any governmental entity of such party to perform in competent jurisdiction shall have issued a material respect any of its obligations under the Merger Agreement; • any lawfinal, nonappealable injunction or order having the effect of restraining, permanently enjoining or otherwise prohibiting completion the consummation of the Merger becomes final and non-appealabletransactions contemplated by the merger agreement; • By either Bank or Parent (provided, that this termination right the terminating party is not available to a party if the issuance of such final, non-appealable law, injunction or order was primarily due to the breach or failure of such party to perform in a material respect any of its obligations under the Merger Agreement; • Tudou's shareholders do not authorize and approve the Merger Agreement, the Merger and the Plan of Merger; or • Xxxxx's shareholders do not authorize and approve the Share Issuance; provided that this termination right is not available to Youku if Youku has not paid to Tudou the No Vote Termination Fee, as described in more detail below under the sub-section headed "—Termination Fees;" by Xxxxx, if: • the representations and warranties of Tudou shall not be true and correct or Tudou shall have breached or failed to perform any of its covenants or agreements contained in the Merger Agreement, such that the corresponding condition to closing would not be satisfied and such breach or inaccuracy cannot be cured by Tudou by August 31, 2012, or if curable, is not cured within thirty business days after receipt of written notice from Youku of such breach and stating Youku's intention to terminate the Merger Agreement; provided, that this termination right is not available to Youku if it is then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement) if there shall have been a breach of its representations, warranties, any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true) on the part of Parent (in the case of a termination by Bank) or Bank (in the case of a termination by Parent) contained in the merger agreement in any respect, which breach or failure to be true would, individually or together with all such other agreements under than uncured breaches and failures to be true, constitute grounds for the Merger Agreementclosing conditions set forth in the merger agreement not to be satisfied and such breach is not cured within the earlier of the Outside Date and fifteen (15) business days after written notice thereof to Parent (in the case of a termination by Bank) or Bank (in the case of a termination by Parent), such that any condition to Tudou's obligation to close would or by its nature or timing cannot be satisfiedcured during such period; • By Parent, if (i) prior to the time shareholder approval for the merger is obtained, Bank or •its board of directors (A) withdraws or materially and adversely modifies (or discloses its intention to withdraw or materially and adversely modify) its recommendation, or recommends to its shareholders an Acquisition Proposal other than the merger, or

Termination of the Merger Agreement. The Merger Agreement may be terminated terminated, and the Merger Offer may be abandoned abandoned, at any time prior to the effective timeclosing of the Offer or the completion of the Merger: • prior to the completion of the Merger, whether before or after the required approval from the Youku shareholders and Tudou shareholders has been obtained: by mutual written consent of Xxxxx Borland and XxxxxStarbase; • prior to the completion of the Merger, by either Youku Borland or TudouStarbase if a court of competent jurisdiction or other governmental body shall have issued a final and nonappealable order, if: • decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the acceptance of shares of Starbase common stock in the Offer or the Merger is not completed or making the purchase by August 31the Purchaser of shares of Starbase common stock in the Offer or completion of the Merger illegal; • prior to the completion of the Offer, 2012by either Borland or Starbase if the Offer shall have expired without the acceptance for payment of shares of Starbase common stock, provided that this termination right is not available to (i) a party shall not be permitted to terminate the Merger Agreement for that reason if the failure of the Merger acceptance for payment of shares of Starbase common stock in the Offer is attributable to have been completed a failure on or before such date was primarily due to the breach or failure part of such party to perform any covenant in the Merger Agreement (an “Expiration Termination”) and (ii) Starbase shall not be permitted to terminate the Merger Agreement for that reason unless it pays the termination fee and makes the other payments required to be made by Starbase to Borland under the Merger Agreement; 42 • prior to the closing of the Offer, by either Borland or Starbase if the acceptance for payment of shares of Starbase common stock in the Offer shall not have occurred on or prior to the close of business on December 15, 2002, provided that (i) a material respect party shall not be permitted to terminate the Merger Agreement for that reason if the failure of the acceptance for payment of shares of Starbase common stock in the Offer by the close of business on December 15, 2002 is attributable to a failure on the part of such party to perform any of its obligations covenant in the Merger Agreement (a “Drop-Dead Date Termination”) and (ii) Starbase shall not be permitted to terminate the Merger Agreement for that reason unless it pays the termination fee and makes the other payments required to be made by Starbase to Borland under the Merger Agreement; • any law, injunction or order having prior to the effect of restraining, enjoining or otherwise prohibiting completion closing of the Merger becomes final and non-appealableOffer, by Borland if any “triggering event” (as defined below) shall have occurred (a “Triggering Event Termination”); provided, that this termination right is not available to a party if the issuance of such final, non-appealable law, injunction or order was primarily due • prior to the breach or failure closing of such party to perform in a material respect the Offer, by Borland if any of its obligations under the Merger Agreement; • Tudou's shareholders do not authorize and approve the Merger Agreement, the Merger and the Plan of Merger; or • Xxxxx's shareholders do not authorize and approve the Share Issuance; provided that this termination right is not available to Youku if Youku has not paid to Tudou the No Vote Termination Fee, as described in more detail below under the sub-section headed "—Termination Fees;" by Xxxxx, if: • the Starbase’s representations and warranties of Tudou contained in the Merger Agreement shall not fail to be true and correct such that the condition to the Offer associated therewith would not be satisfied, or Tudou any of Starbase’s obligations, agreements or covenants contained in the Merger Agreement shall have been breached or failed such that the condition to perform the Offer associated therewith would not be satisfied, subject in either case to certain cure rights (a “Starbase Breach Termination”); • prior to the closing of the Offer, by Starbase if any of its Borland’s representations and warranties contained in the Merger Agreement shall fail to be true and correct, except where such failure does not have a material adverse effect on the ability of Borland or the Purchaser to purchase shares of Starbase common stock in the Offer or consummate the Merger, or Borland shall not have complied with in all material respects Borland’s covenants or agreements contained in the Merger Agreement, except where such noncompliance does not have a material adverse effect on the ability of Borland or the Purchaser to purchase shares of Starbase common stock in the Offer or consummate the Merger, subject in either case to certain cure rights; or • prior to the closing of the Offer, by Starbase if Starbase has proposed to enter into an agreement with respect to a Superior Proposal or has approved or recommended a Superior Proposal, provided that Starbase has complied with all of the nonsolicitation provisions of the Merger Agreement, including the notice provisions therein (a “Superior Proposal Termination”). A “triggering event” shall be deemed to have occurred if: (i) Starbase’s board of directors shall have failed to unanimously recommend that Starbase’s stockholders accept the Offer and tender their shares of Starbase common stock in the Offer or vote to adopt the Merger Agreement, or shall have withdrawn or modified in a manner adverse to Borland the Starbase Board Recommendation, or shall have taken any other action which is reasonably determined by Borland to suggest that Starbase’s board of directors might not unanimously support the Offer or the Merger or might not believe that the corresponding condition Offer or the Merger is in the best interests of Starbase’s stockholders; (ii) Starbase shall have failed to closing would not be satisfied include in the Schedule 14D-9 the Starbase Board Recommendation or a statement to the effect that Starbase’s board of directors has determined and such breach or inaccuracy cannot be cured by Tudou by August 31, 2012believes that the Offer and the Merger are in the best interests of Starbase’s stockholders; (iii) Starbase’s board of directors fails to reaffirm Starbase Board Recommendation, or if curablefails to reaffirm its determination that the Offer and the Merger are in the best interests of Starbase’s stockholders, is not cured within thirty five business days after receipt Borland requests in writing that such recommendation or determination be reaffirmed; (iv) Starbase’s board of written notice from Youku directors shall have approved, endorsed, recommended or taken a neutral position with respect to any Acquisition Proposal; (v) Starbase shall have entered into any letter of intent or similar document or any Contract relating to any Acquisition Proposal; (vi) a tender or exchange offer relating to securities of Starbase shall have been commenced and Starbase shall not have sent to its securityholders, within ten business days after the commencement of such breach tender or exchange offer, a statement disclosing that Starbase recommends rejection of such tender or exchange offer; (vii) an Acquisition Proposal is publicly announced, disclosed or commenced or submitted, made or publicly communicated to Starbase’s board of directors and stating Youku's Starbase (A) fails to comply with certain requirements set forth in the Merger Agreement or (B) otherwise fails to actively oppose such Acquisition Proposal; (viii) any Person or “group” (as defined in the Exchange Act and the rules promulgated thereunder) of persons directly or indirectly acquires or agrees to acquire, or discloses an intention to terminate acquire, beneficial or record ownership of securities representing more than 10% of the outstanding securities of any class of voting securities of Starbase; (ix) Starbase or any of its subsidiaries or any representative of Starbase or any of its subsidiaries shall have breached or taken any action inconsistent with any of the nonsolicitation provisions of the Merger Agreement; provided, that this termination right or (x) there is not available to Youku if it is then in material breach of any of its representations, warranties, covenants or other agreements default under the Merger Agreement, such that any condition agreements with respect to Tudou's obligation to close would not be satisfied; or •the Bridge Loan.

Termination of the Merger Agreement. The Merger Agreement may be terminated and the Offer and the Merger may be abandoned at any time (notwithstanding approval of the Merger by the shareholders of the Company) prior to the effective timeEffective Time provided that if the Shares are accepted for payment pursuant to the Offer, whether before neither Parent nor the Purchaser may terminate this Agreement or after abandon the required approval from Merger except pursuant to the Youku shareholders and Tudou shareholders has been obtained: following clause (a), (b)(i) or (b)(iii): (a) by mutual written consent of Xxxxx Parent, the Purchaser and Xxxxxthe Company; (b) by either Youku the Parent or Tudouthe Company (i) if any court of competent jurisdiction or other governmental authority issues an order, if: • decree or ruling or takes any other action permanently enjoining, restraining or otherwise prohibiting the Merger is not completed by August 31Merger, 2012and such order, provided that this termination right is not available to decree or ruling or other action shall have become nonappealable; (ii) if (A) as a party if result of the failure of any of the conditions to the Offer, (1) the Purchaser shall have failed to commence the Offer within 20 days following the date of the Merger to Agreement or (2) the Offer shall have been completed on terminated or before such date was primarily due expired in accordance with its terms without the Purchaser having purchased any Shares pursuant to the breach Offer or (B) Purchaser shall not have accepted for payment any Shares pursuant to the Offer prior to March 11, 2000 (the "Termination Date"), PROVIDED that the right to terminate pursuant to clause (b)(ii) shall not be available (x) to the Company as a result of the occurrence of any event set forth in paragraph (d) under Section 14 or (y) to any party whose failure of such party to perform in a material respect fulfill any of its obligations under the Merger Agreement or the Shareholder Agreement (each a "Transaction Agreement" and together the "Transaction Agreements") results in the failure of any condition set forth in Section 14 or if the failure of such condition results from facts or circumstances that constitute a breach of any representation or warranty of such party contained in any Transaction Agreement; • any lawor (iii) if, injunction or order having upon a vote at a duly held meeting to obtain the effect of restrainingCompany Shareholder Approval, enjoining such approval is not obtained, PROVIDED, HOWEVER, that the Merger Agreement may not be terminated by Parent pursuant to this clause (b)(iii) if Parent does not cause all Company Shares acquired pursuant to the Offer or otherwise prohibiting completion owned by the Purchaser or any other subsidiary of Parent to be voted in favor of the Merger becomes final and non-appealableAgreement; provided(c) by Parent, that this termination right is not available to a party if the issuance of such final, non-appealable law, injunction Company breaches or order was primarily due to the breach or failure of such party fails to perform in a any material respect any of its obligations under representations, warranties or covenants contained in any Transaction Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 14 and (ii) cannot be or has not been cured within 30 days after written notice to the Company of such breach; (d) by Parent or the Purchaser if either Parent or the Purchaser is entitled to terminate the Offer as a result of the occurrence of any event set forth in paragraph (d) of Section 14; or (e) by the Company if the Board withdraws or modifies its approval or recommendation of the Transaction Agreements, the Offer or the Merger Agreement; • Tudou's shareholders do not authorize and approve in the Merger Agreement, the Merger and the Plan of Merger; or • Xxxxx's shareholders do not authorize and approve the Share Issuance; provided that this termination right is not available to Youku if Youku has not paid to Tudou the No Vote Termination Fee, as circumstances described in more detail below under the sub-section headed caption "—Termination Fees;" by XxxxxCompany Takeover Proposals"; PROVIDED that, if: • in order for termination pursuant to this clause (e) to be deemed effective, the representations and warranties of Tudou shall not be true and correct or Tudou Company shall have breached or failed to perform any complied with all of its covenants or agreements contained in obligations as described below under "Company Takeover Proposals", including the Merger Agreementnotice provisions therein, such that and with all applicable requirements described below under "Fees and Expenses", including payment of the corresponding condition to closing would not be satisfied and such breach or inaccuracy cannot be cured by Tudou by August 31, 2012, or if curable, is not cured within thirty business days after receipt of written notice from Youku of such breach and stating Youku's intention to terminate the Merger Agreement; provided, that this termination right is not available to Youku if it is then in material breach of any of its representations, warranties, covenants or other agreements under the Merger Agreement, such that any condition to Tudou's obligation to close would not be satisfied; or •Termination Fee.

Termination of the Merger Agreement. The Merger Agreement may be terminated in the following ways: • by mutual written consent of Textron and the Merger may be abandoned Arctic Cat at any time prior to the effective timeAcceptance Time; • by either Textron or Arctic Cat if the Acceptance Time has not occurred on or before May 24, whether before 2017, except that the right to so terminate the Merger Agreement will not be available to Textron or after Arctic Cat if its failure to fulfill any agreements or covenants under the required approval from the Youku shareholders and Tudou shareholders Merger Agreement has been obtained: by mutual written consent of Xxxxx and Xxxxx; by either Youku the primary cause or Tudou, if: • the Merger is not completed by August 31, 2012, provided that this termination right is not available to a party if primarily resulted in the failure of the Merger Acceptance Time to have been completed occur on or before such date was primarily due date; • by either Textron or Arctic Cat if the Offer expires as a result of the non-satisfaction of any conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase or is terminated or withdrawn pursuant to its terms without any Shares being purchased thereunder, except that the right to so terminate the Merger Agreement will not be available to Textron or Arctic Cat if its breach of the Merger Agreement has been the primary cause or failure primarily resulted in the non-satisfaction of such party any condition to perform the Offer set forth in a material respect the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase or the termination or withdrawal of the Offer pursuant to its terms without any of its obligations Shares being purchased under the Merger AgreementOffer; • by either Textron or Arctic Cat if any lawgovernmental authority of competent jurisdiction has enacted, injunction issued, promulgated, enforced or entered any decision, injunction, decree, ruling, law or order having the effect of restraining, permanently enjoining or otherwise prohibiting completion of or making illegal (i) prior to the Merger becomes Acceptance Time, the acceptance for payment of, or payment for, Shares pursuant to the Offer or (ii) prior to the Effective Time, the Merger, and such decision, injunction, decree, ruling, law or order shall have become final and non-appealable; provided, except that this termination the right is to so terminate the Merger Agreement will not be available to a party Textron or Arctic Cat if its breach of the Merger Agreement has been the primary cause or primarily resulted in the issuance of such finaldecision, non-appealable lawinjunction, injunction decree, ruling, law or order was primarily due order; • by Arctic Cat prior to the breach or failure Acceptance Time if, for any reason, Purchaser has failed to commence the Offer within twenty (20) calendar days after the date of such party to perform in a material respect any of its obligations under the Merger Agreement; • Tudou's shareholders do not authorize and approve the Merger Agreement, except Arctic Cat may not so terminate the Merger and Agreement if Arctic Cat has not provided Textron with a Schedule 14D-9 that Arctic Cat is prepared to file, without further revisions; • by Arctic Cat prior to the Plan of Merger; or • Xxxxx's shareholders do not authorize and approve Acceptance Time if the Share Issuance; Arctic Cat Board determines to enter into a definitive agreement with respect to a Superior Proposal, provided that Arctic Cat has complied with the non-solicitation provisions set forth in the Merger Agreement and described in "Third Party Acquisition Proposals" in this termination right is not available Section 12(a)—"Merger Agreement" of this Offer to Youku if Youku Purchase, and prior to, and as a condition to the effectiveness of such termination, Arctic Cat has not paid to Tudou Textron the No Vote Company Termination Fee, Fee (as described in more detail below under defined below); • by Arctic Cat prior to the sub-section headed "—Termination Fees;" by Xxxxx, if: • the Acceptance Time if Textron or Purchaser has breached any of its representations and or warranties of Tudou shall not be true and correct or Tudou shall have breached or failed to perform any of its covenants or agreements contained set forth in the Merger Agreement, such that the corresponding condition to closing would not be satisfied and such which breach or inaccuracy cannot be failure to perform (i) had a Parent Material Adverse Effect and (ii) is incapable of being cured prior to May 24, 2017 or, if curable by Tudou by August 31, 2012, or if curablesuch date, is not cured within the earlier of thirty business (30) calendar days after receipt of written notice from Youku of such breach thereof is given by Arctic Cat to Textron and stating Youku's intention May 24, 2017, except that the right to so terminate the Merger Agreement; provided, that this termination right is Agreement will not be available to Youku Arctic Cat if it is then in material breach of any of its representations, warranties, covenants or other agreements under the Merger Agreement; • by Textron prior to the Acceptance Time if the Arctic Cat Board effected an Adverse Action (as defined below) or Arctic Cat or any of its subsidiaries enters into an Acquisition Agreement; • by Textron prior to the Acceptance Time if Arctic Cat has breached any of its representation or warranties or failed to perform any of its covenants or agreements set forth in the Merger Agreement, such that which breach or failure to perform (i) would give rise to the failure of any condition to Tudou's obligation the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to close would Purchase and (ii) is incapable of being cured prior to May 24, 2017, or, if curable by such date, is not cured within the earlier of thirty (30) calendar days after written notice thereof is given by Textron to Arctic Cat and May 24, 2017, except that the right to so terminate the Merger Agreement will not be satisfiedavailable to Textron if either it or Purchaser is then in material breach of any of its representations, warranties, covenants or agreements under the Merger Agreement; 62 • by Textron prior to the Acceptance Time if Arctic Cat has intentionally breached (or is deemed to have intentionally breached) its non-solicitation obligations set forth in the Merger Agreement and described in "Third Party Acquisition Proposals" in this Section 12(a)—"Merger Agreement" of this Offer to Purchase; or •• by Textron prior to the Acceptance Time if there has been a Company Material Adverse Effect since the date of the Merger Agreement and the same is continuing.