0001193125-10-260191 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification 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”).

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AMENDED AND RESTATED EQUITY INTEREST PLEDGE AGREEMENT
Equity 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:

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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”;

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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”.

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AMENDED AND RESTATED EQUITY OPTION AGREEMENT
Equity 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:

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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
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AMENDED AND RESTATED EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT
Exclusive 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:

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AMENDED AND RESTATED BUSINESS OPERATIONS AGREEMENT
Business Operations Agreement • November 15th, 2010 • YOUKU.COM Inc. • Radio & tv broadcasting & communications equipment

This Amended and Restated 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 August 16, 2010 by and among the following parties:

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Supplementary Agreement
Supplementary Agreement • November 15th, 2010 • YOUKU.COM Inc. • Radio & tv broadcasting & communications equipment

This Supplementary Agreement (Agreement) is entered into in Beijing, the People’s Republic of China (PRC) on this 16th day of August 2010, by and between:

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AMENDED AND RESTATED BUSINESS OPERATIONS AGREEMENT
Business Operations Agreement • November 15th, 2010 • YOUKU.COM Inc. • Radio & tv broadcasting & communications equipment

This Amended and Restated 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 August 16, 2010

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AMENDED AND RESTATED DOMAIN NAME LICENSE AGREEMENT
Domain Name License Agreement • November 15th, 2010 • YOUKU.COM Inc. • Radio & tv broadcasting & communications equipment

The license fee under this Agreement shall be 5% of the total revenue of the Licensee. The license fee shall be paid every quarter within 15 days after the end of the quarter. If the Licensor considers it is helpful to the business of Licensee, the Licensor may reduce or exempt from payment any whole or part of the license fee.

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AMENDED AND RESTATED EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT
Exclusive 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:

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FORM OF EMPLOYMENT AGREEMENT
Employment Agreement • November 15th, 2010 • YOUKU.COM Inc. • Radio & tv broadcasting & communications equipment • New York

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of by and between Youku.com Inc., a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).

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AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • November 15th, 2010 • YOUKU.COM Inc. • Radio & tv broadcasting & communications equipment

This Amended and Restated Loan Agreement (this “Agreement”) was 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 August 16, 2010

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AMENDED AND RESTATED EQUITY OPTION AGREEMENT
Equity 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:

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AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • November 15th, 2010 • YOUKU.COM Inc. • Radio & tv broadcasting & communications equipment

This Amended and Restated Trademark License Agreement (the “Agreement”) 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), dated August 16, 2010, by and between

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Agreement
Agreement • November 15th, 2010 • YOUKU.COM Inc. • Radio & tv broadcasting & communications equipment

This 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:

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Supplementary Agreement
Supplementary Agreement • November 15th, 2010 • YOUKU.COM Inc. • Radio & tv broadcasting & communications equipment

This Supplementary Agreement (Agreement) is entered into in Beijing, the People’s Republic of China (PRC) on this 16th day of August 2010, by and between:

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Agreement
Agreement • November 15th, 2010 • YOUKU.COM Inc. • Radio & tv broadcasting & communications equipment

This 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:

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AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • November 15th, 2010 • YOUKU.COM Inc. • Radio & tv broadcasting & communications equipment

This Amended and Restated Loan Agreement (this “Agreement”) was 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 August 16, 2010

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