0001193125-10-253543 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation • New York

This Indemnification Agreement (the “Agreement”) is entered into as of [ ], 2010 by and between Tudou Holdings Limited, a Cayman Islands company (the “Company”) and the undersigned, a director and/or officer of the Company (“Indemnitee”).

AutoNDA by SimpleDocs
Chengzi Wu and Jing Chen and Reshuffle Technology (Shanghai) Co., Ltd. Loan Agreement April 20, 2009
Loan Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation

THIS LOAN AGREEMENT (hereinafter, “the Agreement”) is entered into in Shanghai as of April 20, 2009 by and between the following Parties:

Wei Wang and Zhiqi Wang and Reshuffle Technology (Shanghai) Co., Ltd. Equity Interest Pledge Agreement in respect of Quan Toodou Network Science and Technology Co., Ltd. February 26, 2010
Equity Interest Pledge Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation

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 26, 2010 by and among the following parties:

EXCLUSIVE CONSULTANCY AND SERVICE AGREEMENT Between Chengdu Gaishi Network Science and Technology Co., Ltd. AND Reshuffle Technology (Shanghai) Co., Ltd. Dated August 31, 2010
Exclusive Consultancy and Service Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation

THIS EXCLUSIVE CONSULTANCY AND SERVICE AGREEMENT (“this Agreement”) is made and entered into by the following two parties in Shanghai, the People’s Republic of China (“PRC”) on August 31, 2010.

Wei Wang And Zhiqi Wang And Quan Toodou Network Science and Technology Co., Ltd. And Reshuffle Technology (Shanghai) Co., Ltd. Amended Exclusive Call Option Agreement in respect of Quan Toodou Network Science and Technology Co., Ltd. April 11, 2007
Equity Transfer Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation

THIS AMENDED EXCLUSIVE CALL OPTION AGREEMENT (“this Agreement”) is made and entered into in Shanghai, the People’s Republic of China (the “PRC”) as of April 11, 2007 by and among the following Parties:

Chengzi Wu and Jing Chen and Shanghai Suzao Network Science and Technology Co., Ltd. and Reshuffle Technology (Shanghai) Co., Ltd. Exclusive Call Option Agreement in respect of Shanghai Suzao Network Science and Technology Co., Ltd. May 20, 2009
Exclusive Call Option Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation

THIS EXCLUSIVE CALL OPTION AGREEMENT (“this Agreement”) is made and entered into in Shanghai, the People’s Republic of China (the “PRC”) as of May 20, 2009 by and among the following Parties:

Xiaoyun Zhang and Reshuffle Technology (Shanghai) Co., Ltd. Equity Interest Pledge Agreement in respect of Chengdu Gaishi Network Science and Technology Co., Ltd. July 1, 2009
Equity Interest Pledge Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation

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 July 1, 2009 by and among the following parties:

Reshuffle Technology (Shanghai) Co., Ltd. and Shanghai Suzao Network Science and Technology Co., Ltd. and Chengzi Wu and Jing Chen Proxy Agreement in respect of Shanghai Suzao Network Science and Technology Co., Ltd. May 20, 2009
Proxy Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation

THIS PROXY AGREEMENT (“this Agreement”) is made and entered into in Shanghai, the People’s Republic of China (the “PRC”) as of May 20, 2009 by and among the following Parties:

TUDOU HOLDINGS LIMITED DIRECTOR AGREEMENT
Director Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation • New York

This Director Agreement (the “Agreement”) is made and entered into as of October 28, 2010, by and between Tudou Holdings Limited, a Cayman Islands company (the “Company”), and Chun Liu, an individual (the “Director”).

STARCLOUD MEDIA CO., LIMITED FOURTH AMENDED AND RESTATED VOTING AGREEMENT July 28, 2010
Voting Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation • New York
Lease Contract for North America International Business Center between Beijing Jindi Jiaye Real Estate Brokering Co., Ltd. (“Lessor”) And Quan Toodou Network Science and Technology Co., Ltd. (“Lessee”)
Tudou Holdings LTD • November 9th, 2010 • Services-computer processing & data preparation

This Contract is made by and between Party A and Party B through friendly negotiation on Party B leasing from Party A the North America International Business Center (hereinafter referred to as the “Center”) in accordance with the Contract Law of the People’s Republic of China and relevant laws and regulations.

Warrant Exchange Agreement
Warrant Exchange Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation • New York

This Warrant Exchange Agreement, dated as of September 21, 2010, among Tudou Holdings Limited, a company formed under the laws of the Cayman Islands (the “Company”), StarCloud Media Co., Limited, a company formed under the laws of the British Virgin Islands (“StarCloud Media”) Sennett and Investments (Mauritius) Pte Ltd (the “Warrant Holder”) .

Option Exchange Agreement
Option Exchange Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation • New York

This Option Exchange Agreement, dated as of , 2010, among Tudou Holdings Limited, a company formed under the laws of the Cayman Islands (the “Company”), StarCloud Media Co., Limited, a company formed under the laws of the British Virgin Islands (“StarCloud Media”) and [OPTION HOLDER NAME] (the “Grantee”).

SUPPLEMENTAL CONTRACT
Supplemental Contract • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation • Shanghai

THIS SUPPLEMENTAL CONTRACT (hereinafter, “this Contract”) is entered into in Shanghai as of August 31, 2010 by and between the following Parties:

SUPPLEMENTAL CONTRACT
Supplemental Contract • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation • Shanghai

THIS SUPPLEMENTAL CONTRACT (hereinafter, “this Contract”) is entered into in Shanghai as of August 31, 2010 by and between the following Parties:

Form of Warrant Exchange Agreement
Warrant Exchange Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation • New York

This Warrant Exchange Agreement, dated as of September 21, 2010, among Tudou Holdings Limited, a company formed under the laws of the Cayman Islands (the “Company”), StarCloud Media Co., Limited, a company formed under the laws of the British Virgin Islands (“StarCloud Media”) and Column A (the “Warrant Holder”).

LEASE CONTRACT
Lease Contract • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation

Party A is a citizen of the People’s Republic of China. Party A hereby agrees to lease and Party B hereby agrees to rent the House located at Jianwai SOHO, Beijing. Now, therefore, both Parties enter into this Contract. This Contract is entered into on the 10th day of August, 2009 by and between Party A and Party B. In order to specify the rights and obligations of both Parties, both Parties hereby enter into the following terms and conditions.

Reshuffle Technology (Shanghai) Co., Ltd. and Quan Toodou Network Science and Technology Co., Ltd. Equipment Transfer Agreement April 11, 2007
Equipment Transfer Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation

THIS EQUIPMENT TRANSFER AGREEMENT (“this Agreement”) is made and entered into in Shanghai, the People’s Republic of China (the “PRC”) as of April 11, 2007 by and between:

Lease Contract Lessee: Quan Toodou Network Science and Technology Co., Ltd. Lessor: Shanghai Yongtai Real Estate Development Co., Ltd.
Lease Contract • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation
February 21, 2008 CHINA CYTS TOURS HOLDING CO., LTD. AND QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY CO., LTD. LEASE AGREEMENT
Lease Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation

This Schedule sets out the particulars and details of the Lease Agreement. Unless it is otherwise required in the context, all expressions and words referred to herein shall have the meaning defined below.

TUDOU HOLDINGS LIMITED DIRECTOR AGREEMENT
Director Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation • New York

This Director Agreement (the “Agreement”) is made and entered into as of October 28, 2010, by and between Tudou Holdings Limited, a Cayman Islands company ( the “Company”), and Ted Tak-Tai Lee, an individual (the “Director”).

STARCLOUD MEDIA CO., LIMITED SERIES E PREFERRED SHARES PURCHASE AGREEMENT July 16, 2010
Series E Preferred Shares Purchase Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation • New York

WHEREAS, at the Closing, the Company desires to issue and sell to each Series E Investor and each Series E Investor desires, severally but not jointly, to purchase from the Company that number of Series E Preferred Shares (as defined below) of the Company as set forth opposite each such Series E Investor’s name in the second column of Schedule A attached hereto on the terms and conditions set forth in this Agreement.

AutoNDA by SimpleDocs
STARCLOUD MEDIA CO., LIMITED SERIES D PREFERRED SHARES PURCHASE AGREEMENT March 26, 2008
Series D Preferred Shares Purchase Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation • New York

In the event that the Series D Investors decide to extend the Escrow Period for the Second Escrow Period pursuant to Section 2.5(d)(i), at the end of the Second Escrow Period, the Series D Investors holding at least seventy-five percent (75%) of the then outstanding Series D Preferred Shares shall once again decide whether to release the total Escrow Amount in accordance with Sections 2.5(d)(ii) or 2.5(d)(iii) unless the SARFT Permit has been duly obtained by the Domestic Entity during the Second Escrow Period and the total outstanding Escrow Amount has been released to the Company. For the avoidance of any doubt, during the Second Escrow Period, there shall be no release of any outstanding Escrow Amount by the Escrow Agent to the Company as contemplated in Section 2.5(c)(ii).

Reshuffle Technology (Shanghai) Co., Ltd. and Quan Toodou Network Science and Technology Co., Ltd. and Wei Wang and Zhiqi Wang Proxy Agreement in respect of Quan Toodou Network Science and Technology Co., Ltd. May 10, 2006
Proxy Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation

THIS PROXY AGREEMENT (“this Agreement”) is made and entered into in Shanghai, the People’s Republic of China (the “PRC”) as of May 10, 2006 by and among the following Parties:

HOUSE LEASE CONTRACT (FOR OFFICE)
House Lease Contract • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation

THIS CONTRACT is made and entered into by and between Party A and Party B, through friendly negotiation based on the principles of equality, free will, fairness, as well as good faith, regarding the lease by Party A to Party B of the House which Party A has the full right to operate and lease, in accordance with the Contract Law of the People’s Republic of China and the Regulations of Shanghai on the Houses Lease (hereinafter the “Regulations”).

Labor Contract between Reshuffle Technology (Shanghai) Co., Ltd. and Column A in Shanghai , China Date: Column B
Assignment and Non-Competition • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation

In accordance with the Labor Law of the People’s Republic of China, the Personnel System of Quan Toodou Network Science and Technology Co., Ltd. and Reshuffle Technology (Shanghai) Co., Ltd., as well as relevant state laws and regulations, Reshuffle Technology (Shanghai) Co., Ltd. (hereinafter referred to as “Party A”) and (hereinafter referred to as “Party B”), abiding by the principles of free will, equality and consensus by negotiations, hereby enter into and agree to be bound by this Contract.

STARCLOUD MEDIA CO., LIMITED FOURTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT July 28, 2010
Sale Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation • New York

This Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement (this “Agreement”) is made and entered into as of July 28, 2010, by and among:

Form of Technology Development Contract (2003 version)
Filling Instructions • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation

In accordance with the Contract Law of the People’s Republic of China, after negotiations, Party A and Party B hereby enter into this Contract with respect to technology development (commissioned/cooperative development) of the Project of Column B (this Project is part of Program ) on the terms and subject to conditions as set forth below:

Reshuffle Technology (Shanghai) Co., Ltd. and Quan Toodou Network Science and Technology Co., Ltd. Intellectual Property Transfer Agreement April 11, 2007
Intellectual Property Transfer Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation

THIS INTELLECTUAL PROPERTY TRANSFER AGREEMENT (“this Agreement”) is made and entered into in Shanghai, the People’s Republic of China (the “PRC”) as of April 11, 2007 by and between:

STARCLOUD MEDIA CO., LIMITED FIFTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT July 28, 2010
Shareholders’ Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation • New York
Lease Contract Of Guangzhou Goldlion Digital Network Center (For office building only)
Lease Contract • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation
SUPPLEMENTAL CONTRACT
Supplemental Contract • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation • Shanghai

THIS SUPPLEMENTAL CONTRACT (hereinafter, “this Contract”) is entered into in Shanghai as of August 31, 2010 by and between the following Parties:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!