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 9th, 2015 • Ali YK Investment Holding LTD • 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”).
INVESTOR RIGHTS AGREEMENT dated as of April 28, 2014 by and among YOUKU TUDOU INC., ALI YK INVESTMENT HOLDING LIMITED, and Solely for purposes of Sections 7.1 and 7.2 and Article VIII hereof, ALIBABA GROUP HOLDING LIMITED and YF VENUS LTDInvestor Rights Agreement • May 29th, 2014 • Ali YK Investment Holding LTD • Radio & tv broadcasting & communications equipment • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 28, 2014 by and among Youku Tudou Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Ali YK Investment Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Investor”) and, solely for the purposes of Sections 7.1 and 7.2 and Article VIII, Alibaba Group Holding Limited, an exempted company with limited liability organized under the laws of the Cayman Islands (“AGHL”), and YF Venus Ltd, an exempted company incorporated under the laws of the Cayman Islands (“YF Fund”).
AMENDED AND RESTATED SHARE PURCHASE AND SHAREHOLDERS AGREEMENT dated as of May 21, 2014 by and among ALI YK INVESTMENT HOLDING LIMITED, YF VENUS LTD, and ALIBABA INVESTMENT LIMITEDShare Purchase and Shareholders Agreement • May 29th, 2014 • Ali YK Investment Holding LTD • Radio & tv broadcasting & communications equipment • New York
THIS AMENDED AND RESTATED SHARE PURCHASE AND SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of May 21, 2014 by and among, Ali YK Investment Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Alibaba Investment Limited, a business company incorporated with limited liability under the laws of the British Virgin Islands (“AIL”) and YF Venus Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Yunfeng”).
SHAREHOLDERS AGREEMENT dated as of April 28, 2014 by and among ALI YK INVESTMENT HOLDING LIMITED and Each of the persons listed on Exhibit A heretoShareholders Agreement • May 29th, 2014 • Ali YK Investment Holding LTD • Radio & tv broadcasting & communications equipment • New York
THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of April 28, 2014 by and among, each of the individuals and entities listed on Exhibit A attached hereto (collectively, the “1Verge Group”, and each, a “1Verge Group Member”) and Ali YK Investment Holding Limited (the “Investor”), an exempted limited liability company organized under the laws of the Cayman Islands and wholly owned directly or indirectly by Alibaba Investment Limited (“AIL”) and YF Venus Ltd (“YF Fund”).
INVESTMENT AGREEMENT dated as of April 28, 2014 by and between YOUKU TUDOU INC., 1LOOK HOLDINGS LTD., ALI YK INVESTMENT HOLDING LIMITED, and Solely for purposes of Sections 11.4, 11.5 and 11.16 hereof, ALIBABA GROUP HOLDING LIMITEDInvestment Agreement • May 29th, 2014 • Ali YK Investment Holding LTD • Radio & tv broadcasting & communications equipment • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of April 28, 2014, by and among Youku Tudou Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), 1Look Holdings Ltd., a company organized under the laws of the British Virgin Islands (“1Look”), Ali YK Investment Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Purchaser”), and, solely for the purposes of Sections 11.4, 11.5 and 11.16 hereof, Alibaba Group Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“AGHL”).
AGREEMENT OF JOINT FILINGJoint Filing Agreement • May 29th, 2014 • Ali YK Investment Holding LTD • Radio & tv broadcasting & communications equipment
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and between them to the joint filing on behalf of them of a Statement on Schedule 13D and any and all amendments thereto, with respect to the above referenced securities and that this agreement be included as an Exhibit to such filing. This agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same instrument.
