INDEMNIFICATION AGREEMENTIndemnification 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”).
Chengzi Wu and Jing Chen and Reshuffle Technology (Shanghai) Co., Ltd. Loan Agreement April 20, 2009Loan 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 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, 2007Exclusive Call Option 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:
EXCLUSIVE CONSULTANCY AND SERVICE AGREEMENT Between Chengdu Gaishi Network Science and Technology Co., Ltd. AND Reshuffle Technology (Shanghai) Co., Ltd. Dated August 31, 2010Exclusive 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 Reshuffle Technology (Shanghai) Co., Ltd. Equity Interest Pledge Agreement in respect of Quan Toodou Network Science and Technology Co., Ltd. February 26, 2010Equity 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:
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, 2009Equity 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, 2009Proxy 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 AGREEMENTDirector 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”).
Labor Contract between Reshuffle Technology (Shanghai) Co., Ltd. and Column A in Shanghai , China Date: Column BLabor Contract • 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 VOTING AGREEMENT July 28, 2010Voting 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”)Lease Contract • November 9th, 2010 • Tudou Holdings LTD • 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 AgreementWarrant 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 AgreementOption 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 CONTRACTSupplemental 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 CONTRACTSupplemental 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 AgreementWarrant 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 CONTRACTLease 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, 2007Equipment 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 AGREEMENTLease 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 AGREEMENTDirector 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, 2010Series 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.
STARCLOUD MEDIA CO., LIMITED SERIES D PREFERRED SHARES PURCHASE AGREEMENT March 26, 2008Series 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, 2006Proxy 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”).
Lease Extension Agreement in respect of Room 02-03, 6/F, Yongxin Plaza Between Shanghai Yongtai Real Estate Development Co., Ltd. And Quan Toodou Network Science and Technology Co., Ltd. April 2010Lease Extension Agreement • November 9th, 2010 • Tudou Holdings LTD • Services-computer processing & data preparation
STARCLOUD MEDIA CO., LIMITED FOURTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT July 28, 2010Right of First Refusal and Co-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)Technology Development Contract • 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, 2007Intellectual 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, 2010Shareholder Agreements • 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 CONTRACTSupplemental 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:
