DEPOSIT AGREEMENT by and among YOUKU.COM INC. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of December 8, 2010Deposit Agreement • December 29th, 2010 • YOUKU.COM Inc. • Radio & tv broadcasting & communications equipment • New York
DEPOSIT AGREEMENT, dated as of , 2010, by and among (i) Youku.com Inc., a company incorporated under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • November 15th, 2010 • YOUKU.COM Inc. • Radio & tv broadcasting & communications equipment • New York
This Indemnification Agreement (the “Agreement”) is entered into as of , 2010 by and between Youku.com Inc., a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and the undersigned, a director and/or officer of the Company (“Indemnitee”).
VOTING AGREEMENT By and among YOUKU INC. And THE SHAREHOLDERS PARTY HERETO Dated as of March 11, 2012Voting Agreement • March 16th, 2012 • Youku Inc. • Radio & tv broadcasting & communications equipment • New York
VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and each of the Persons listed on Schedule 1 hereto (each, a “Company T Shareholder”).
VOTING AGREEMENT By and among YOUKU INC. And THE SHAREHOLDER PARTY HERETO Dated as of March 11, 2012Voting Agreement • March 16th, 2012 • Youku Inc. • Radio & tv broadcasting & communications equipment • New York
VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), and the Person listed on Schedule 1 hereto (the “Company T Shareholder”).
Zhou Yu and Ye Yuan and Reshuffle Technology (Shanghai) Co., Ltd.Equity Interest Pledge Agreement • April 26th, 2013 • Youku Tudou Inc. • Radio & tv broadcasting & communications equipment
THIS EQUITY INTEREST PLEDGE AGREEMENT (hereinafter, this “Agreement”) is made and entered into in Shanghai, the People’s Republic of China (hereinafter, the “PRC”) as of February 15, 2012 by and among the following parties:
Youku.com Inc. 15,367,500 American Depositary Shares Representing 276,615,000 Class A Ordinary Shares (par value $0.00001 per share) Form of Underwriting AgreementUnderwriting Agreement • December 3rd, 2010 • YOUKU.COM Inc. • Radio & tv broadcasting & communications equipment • New York
The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), dated as of [—], 2010, among the Company, Citibank, N.A., as depositary (the “Depositary”), and holders and beneficial owners from time to time of the ADSs, which will be evidenced by registration through the Direct Registration System administered by The Depositary Trust Company (“DTC”) or by American Depositary Receipts (the “ADRs”) issued by the Depositary. Each ADS will initially represent the right to receive 18 Ordinary Shares deposited pursuant to the Deposit Agreement.
EQUITY OPTION AGREEMENTEquity Option Agreement • April 28th, 2015 • Youku Tudou Inc. • Radio & tv broadcasting & communications equipment
This Equity Option Agreement (this “Agreement”) is entered in Shanghai, the People’s Republic of China (“PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated December 22, 2014, by and among the following parties:
EQUITY INTEREST PLEDGE AGREEMENTEquity Interest Pledge Agreement • April 28th, 2015 • Youku Tudou Inc. • Radio & tv broadcasting & communications equipment
This Equity Interest Pledge Agreement (this “Agreement”) is entered in Shanghai, the People’s Republic of China (“PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated December 22, 2014 by and among the following parties:
AGREEMENT AND PLAN OF MERGER among ALI YK INVESTMENT HOLDING LIMITED, ALI YK SUBSIDIARY HOLDING LIMITED, YOUKU TUDOU INC., and solely for purposes of Section 9.08, Section 9.09 and Section 9.10 hereof, ALIBABA INVESTMENT LIMITED Dated as of November...Merger Agreement • November 6th, 2015 • Youku Tudou Inc. • Radio & tv broadcasting & communications equipment • New York
AGREEMENT AND PLAN OF MERGER, dated as of November 6, 2015 (this “Agreement”), among Ali YK Investment Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Ali YK Subsidiary Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), Youku Tudou Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and, solely for purposes of Section 9.08, Section 9.09 and Section 9.10 hereof, Alibaba Investment Limited, a business company incorporated under the laws of the British Virgin Islands (“AIL”).
AGREEMENT AND PLAN OF MERGER dated as of March 11, 2012 among Youku Inc., Tudou Holdings Limited and Two Merger Sub Inc.Merger Agreement • March 16th, 2012 • Youku Inc. • Radio & tv broadcasting & communications equipment • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated March 11, 2012 is by and among Youku Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company Y”), Two Merger Sub Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly owned Subsidiary of Company Y (“Merger Sub”), and Tudou Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company T” and, together with Company Y and Merger Sub, the “Parties”). Certain capitalized terms used in this Agreement are used as defined in Section 9.12.
AMENDED AND RESTATED EQUITY INTEREST PLEDGE AGREEMENTEquity Interest Pledge Agreement • November 15th, 2010 • YOUKU.COM Inc. • Radio & tv broadcasting & communications equipment
This Amended and Restated Equity Interest Pledge Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated August 16, 2010 by and among the following parties:
EQUITY INTEREST PLEDGE AGREEMENTEquity Interest Pledge Agreement • April 16th, 2014 • Youku Tudou Inc. • Radio & tv broadcasting & communications equipment
This Equity Interest Pledge Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) by and among the following parties:
LOAN AGREEMENTLoan Agreement • April 16th, 2014 • Youku Tudou Inc. • Radio & tv broadcasting & communications equipment
This Loan Agreement (this “Agreement”) is entered in Shanghai, the People’s Republic of China (“PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for purposes of this agreement) and dated September 2, 2013.
BUSINESS OPERATIONS AGREEMENTBusiness Operations Agreement • April 26th, 2013 • Youku Tudou Inc. • Radio & tv broadcasting & communications equipment
This Business Operations Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (the “PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated April 23, 2013.
EQUITY INTEREST PLEDGE AGREEMENTEquity Interest Pledge Agreement • April 28th, 2015 • Youku Tudou Inc. • Radio & tv broadcasting & communications equipment
This Equity Interest Pledge Agreement (this “Agreement”) is entered in Shanghai, the People’s Republic of China (“PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated December 22, 2014 by and among the following parties:
LOAN AGREEMENTLoan Agreement • April 28th, 2015 • Youku Tudou Inc. • Radio & tv broadcasting & communications equipment
This Loan Agreement (this “Agreement”) is entered in Shanghai, the People’s Republic of China (“PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for purposes of this agreement) and dated December 12, 2014.
Youku.com Inc. 12,000,000 American Depositary Shares Representing 216,000,000 Class A Ordinary Shares (par value $0.00001 per share) Underwriting AgreementUnderwriting Agreement • May 18th, 2011 • YOUKU.COM Inc. • Radio & tv broadcasting & communications equipment • New York
The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), dated as of December 8, 2010, among the Company, Citibank, N.A., as depositary (the “Depositary”), and holders and beneficial owners from time to time of the ADSs, which will be evidenced by registration through the Direct Registration System administered by The Depositary Trust Company (“DTC”) or by American Depositary Receipts (the “ADRs”) issued by the Depositary. Each ADS will initially represent the right to receive 18 Ordinary Shares deposited pursuant to the Deposit Agreement.
Youku Inc. and Tudou Holdings Limited JOINT PROXY STATEMENTMerger Agreement • July 19th, 2012 • Youku Inc. • Radio & tv broadcasting & communications equipment • New York
The following are some questions that you may have regarding the Merger, Youku AGM and/or Tudou AGM and brief answers to those questions. Youku and Tudou urge you to read carefully the entire joint proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Merger, Youku AGM and Tudou AGM. Additional important information is also contained in the documents incorporated by reference into this joint proxy statement/prospectus. Please see "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference" on pages 275 and 276, respectively.
EQUITY OPTION AGREEMENTEquity Option Agreement • April 28th, 2015 • Youku Tudou Inc. • Radio & tv broadcasting & communications equipment
This Equity Option Agreement (this “Agreement”) is entered in Shanghai, the People’s Republic of China (“PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated December 22, 2014, by and among the following parties:
BUSINESS OPERATIONS AGREEMENTBusiness Operations Agreement • April 28th, 2015 • Youku Tudou Inc. • Radio & tv broadcasting & communications equipment
This Business Operations Agreement (this “Agreement”) is entered in Shanghai, the People’s Republic of China (the “PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated December 22, 2014.
BUSINESS OPERATIONS AGREEMENTBusiness Operations Agreement • April 28th, 2015 • Youku Tudou Inc. • Radio & tv broadcasting & communications equipment
This Business Operations Agreement (this “Agreement”) is entered in Shanghai, the People’s Republic of China (the “PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated December 22, 2014.
Dated 9 September 2010 AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT Youku.com Inc. (a company incorporated in the Cayman Islands)Shareholders' Agreement • November 15th, 2010 • YOUKU.COM Inc. • Radio & tv broadcasting & communications equipment • New York
Persons named in items 3-10 above are hereinafter collectively referred to as the “Series A Shareholders” or individually as “Series A Shareholder”;
Reshuffle Technology (Shanghai) Co., Ltd. and Beijing Tixian Digital Technology Co., Ltd. and Zhou Yu and Ye YuanProxy Agreement • April 26th, 2013 • Youku Tudou Inc. • Radio & tv broadcasting & communications equipment
THIS PROXY AGREEMENT (“this Agreement”) is made and entered into in Shanghai, the People’s Republic of China (“PRC”) as of February 15, 2012 by and among the following Parties:
EQUITY OPTION AGREEMENTEquity Option Agreement • April 26th, 2013 • Youku Tudou Inc. • Radio & tv broadcasting & communications equipment
This Equity Option Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated April 23, 2013, by and among the following parties:
BUSINESS OPERATIONS AGREEMENTBusiness Operations Agreement • April 16th, 2014 • Youku Tudou Inc. • Radio & tv broadcasting & communications equipment
This Business Operations Agreement (this “Agreement”) is entered in Shanghai, the People’s Republic of China (the “PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated September 2, 2013.
Equity Transfer Agreement (translated version)Equity Transfer Agreement • April 16th, 2014 • Youku Tudou Inc. • Radio & tv broadcasting & communications equipment
SHANGHAI QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY CO., LTD (the “Target Company”) has a registered capital of RMB 150 million, of which Qin Qiong contributed RMB 100 million, representing 66.7%, Yu Zhou contributed RMB 27 million, representing 18%, and Liu Dele contributed RMB 23 million, representing 15.3%. In accordance with pertinent laws and regulations, upon amicable negotiations between the Parties, the Parties hereby agree as follows:
AGREEMENTShare Purchase and Shareholders Agreement • November 30th, 2015 • Youku Tudou Inc. • Radio & tv broadcasting & communications equipment
This AGREEMENT (this “Agreement”), dated as of November 6, 2015, is entered into by and between (i) Ali YK Investment Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), (ii) Alibaba Investment Limited, a business company incorporated with limited liability under the laws of the British Virgin Islands (“AIL”), and (iii) YF Venus Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Yunfeng” and, together with the Company and AIL, the “Parties” and each a “Party”).
TRANSFER AGREEMENTTransfer Agreement • April 28th, 2015 • Youku Tudou Inc. • Radio & tv broadcasting & communications equipment
This Transfer Agreement (this “Agreement”) is entered in Shanghai, the People’s Republic of China (“PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated December 22, 2014, by and among the following parties:
BUSINESS OPERATIONS AGREEMENTBusiness Operations Agreement • April 26th, 2013 • Youku Tudou Inc. • Radio & tv broadcasting & communications equipment
This Business Operations Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (the “PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated April 23, 2013.
LOAN AGREEMENTLoan Agreement • April 26th, 2013 • Youku Tudou Inc. • Radio & tv broadcasting & communications equipment
This Loan Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for purposes of this agreement) and dated November 21, 2012
Dated 25 November 2009 SHARE PURCHASE AGREEMENT Regarding Series E Preferred Shares in Youku.com Inc. (a private company limited by shares incorporated in the Cayman Islands) TRANSASIA LAWYERS Suite 2218 China World Tower 1 Jianguomenwai Avenue...Share Purchase Agreement • November 15th, 2010 • YOUKU.COM Inc. • Radio & tv broadcasting & communications equipment
The Company and the Series E Investors may hereinafter collectively be referred to as “Parties” and respectively referred to as “Party”.
AMENDED AND RESTATED EQUITY OPTION AGREEMENTEquity Option Agreement • November 15th, 2010 • YOUKU.COM Inc. • Radio & tv broadcasting & communications equipment
This Amended and Restated Equity Option Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated August 16, 2010, by and among the following parties:
Dated 9 September 2010 SHARE PURCHASE AGREEMENT Regarding Series F Preferred Shares in Youku.com Inc. (a private company limited by shares incorporated in the Cayman Islands)Share Purchase Agreement • November 15th, 2010 • YOUKU.COM Inc. • Radio & tv broadcasting & communications equipment
AMENDED AND RESTATED EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENTExclusive Technical and Consulting Services Agreement • November 15th, 2010 • YOUKU.COM Inc. • Radio & tv broadcasting & communications equipment
This Amended and Restated Exclusive Technical and Consulting Services Agreement (this “Agreement”) is entered in Beijing, People’s Republic of China (the “PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for purposes of this agreement) and dated August 16, 2010 by and between the following two parties:
EQUITY INTEREST PLEDGE AGREEMENTEquity Interest Pledge Agreement • April 26th, 2013 • Youku Tudou Inc. • Radio & tv broadcasting & communications equipment
This Equity Interest Pledge Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (“PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated November 21, 2012 by and among the following parties:
