0001193125-10-289963 Sample Contracts

DEPOSIT AGREEMENT by and among YOUKU.COM INC. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of December 8, 2010
Deposit Agreement • December 29th, 2010 • YOUKU.COM Inc. • Radio & tv broadcasting & communications equipment • New York

DEPOSIT AGREEMENT, dated as of , 2010, by and among (i) Youku.com Inc., a company incorporated under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

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