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 AgreementLetter 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.
