Voting Agreement, dated as of March 11, 2012



 Exhibit 4.56 
 EXECUTION VERSION 
  

 
  

VOTING AGREEMENT 
 By and among 
 YOUKU INC. 

And 

THE SHAREHOLDERS PARTY HERETO 
  

 
 Dated as of
March 11, 2012 
  
  

 
  

 







 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
	 ARTICLE I GENERAL
	  	 	3	  
	 Section 1.1
	  	Defined Terms	  	 	3	  
		
	 ARTICLE II VOTING
	  	 	5	  
	 Section 2.1
	  	Agreement to Vote	  	 	5	  
	 Section 2.2
	  	Grant of Proxy	  	 	6	  
		
	 ARTICLE III REPRESENTATIONS AND WARRANTIES
	  	 	7	  
	 Section 3.1
	  	Representations and Warranties of the Company T Shareholders	  	 	7	  
	 Section 3.2
	  	Representations and Warranties of Company Y	  	 	9	  
		
	 ARTICLE IV OTHER COVENANTS
	  	 	9	  
	 Section 4.1
	  	Prohibition on Transfers of Company T Shares	  	 	9	  
	 Section 4.2
	  	Prohibition on Transfers of Company Y Shares	  	 	10	  
	 Section 4.3
	  	Additional Shares	  	 	10	  
	 Section 4.4
	  	Share Dividends, etc.	  	 	10	  
	 Section 4.5
	  	No Solicitation	  	 	10	  
	 Section 4.6
	  	No Inconsistent Agreements	  	 	11	  
	 Section 4.7
	  	Waiver of Appraisal and Dissenters’ Rights	  	 	11	  
	 Section 4.8
	  	Documentation and Information	  	 	11	  
	 Section 4.9
	  	Registration of ADS	  	 	11	  
	 Section 4.10
	  	Further Assurances	  	 	13	  
		
	 ARTICLE V MISCELLANEOUS
	  	 	13	  
	 Section 5.1
	  	Interpretation	  	 	13	  
	 Section 5.2
	  	Termination	  	 	14	  
	 Section 5.3
	  	Governing Law and Venue	  	 	14	  
	 Section 5.4
	  	Notices	  	 	15	  
	 Section 5.5
	  	Amendment	  	 	16	  
	 Section 5.6
	  	Extension; Waiver	  	 	16	  
	 Section 5.7
	  	Entire Agreement	  	 	16	  
	 Section 5.8
	  	No Third-Party Beneficiaries	  	 	16	  
	 Section 5.9
	  	Severability	  	 	16	  
	 Section 5.10
	  	Rules of Construction	  	 	17	  
	 Section 5.11
	  	Assignment	  	 	17	  
	 Section 5.12
	  	Specific Performance	  	 	17	  
	 Section 5.13
	  	Company T Shareholder Capacity	  	 	17	  
	 Section 5.14
	  	No Ownership Interest	  	 	18	  
	 Section 5.15
	  	Costs and Expenses	  	 	18	  
	 Section 5.16
	  	Counterparts; Effectiveness	  	 	18	  
	 Section 5.17
	  	Several Obligations	  	 	18	  
		
	 EXHIBIT A JOINDER AGREEMENT
	  	 	24	  


  
 i 








 INDEX OF DEFINED TERMS 

 

					
	 Term
	  	Section	 
	 Acquisition Proposal
	  	 	4, 6	  
	 Additional Shares
	  	 	4	  
	 Affiliate
	  	 	3	  
	 Agreement
	  	 	3	  
	 Bankruptcy and Equity Exception
	  	 	7	  
	 Beneficial Owner
	  	 	4	  
	 Beneficial Ownership
	  	 	4	  
	 Beneficially Own
	  	 	4	  
	 Beneficially Owned
	  	 	4	  
	 Company T
	  	 	3	  
	 Company T ADSs
	  	 	4	  
	 Company T Shareholder
	  	 	3	  
	 Company T Shares
	  	 	4	  
	 Company Y
	  	 	3	  
	 control
	  	 	5	  
	 controlled by
	  	 	5	  
	 controlling
	  	 	5	  
	 Covered Shares
	  	 	5	  
	 Effective Time
	  	 	8	  
	 Exchange Act
	  	 	4	  
	 Existing Shares
	  	 	5	  
	 Governmental Entities
	  	 	8	  
	 Merger
	  	 	3	  
	 Merger Agreement
	  	 	3	  
	 Merger Sub
	  	 	3	  
	 Permitted Transfer
	  	 	5	  
	 Transfer
	  	 	5	  
	 under common control with
	  	 	5	  


  
 ii 









 VOTING AGREEMENT 

VOTING AGREEMENT, dated as of March 11, 2012 (this “Agreement”), by and among Youku Inc., an exempted company with
limited liability incorporated under the laws of the Cayman Islands (“Company Y”), Mr. Gary Wei Wang, an individual and a citizen of the PRC (as defined below) (“Mr. Wang”) and each of the other Persons listed
on Schedule 1 hereto (each such Person, including Mr. Wang, a “Company T Shareholder”). 
 RECITALS

 WHEREAS, concurrently with the execution of this Agreement, Company Y, Two Merger Sub Inc., an exempted company with
limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Company Y (“Merger Sub”), and Tudou Holdings Limited, an exempted company with limited liability incorporated under the laws of the
Cayman Islands (“Company T”), are entering into an Agreement and Plan of Merger, dated as of the date of this Agreement (the “Merger Agreement”), pursuant to which, among other things, Merger Sub will merge with and
into Company T, with Company T surviving the merger as a wholly owned subsidiary of Company Y (the “Merger”); 

WHEREAS, as of the date of this Agreement, each Company T Shareholder is the Beneficial Owner of the Existing Shares (as defined below);
and 
 WHEREAS, concurrently with the execution of the Merger Agreement, and as a condition and inducement to the willingness of
Company Y and Merger Sub to enter into the Merger Agreement, Company Y has required that each Company T Shareholder agree, and each Company T Shareholder has agreed, upon the terms and subject to the conditions set forth herein, to enter into this
Agreement and abide by the covenants and obligations set forth herein. 
 NOW, THEREFORE, the parties hereto agree as follows:

 ARTICLE I 
 GENERAL 
 Section 1.1 Defined Terms. The following terms, as
used in this Agreement, shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement. 

(a) “Affiliate” means, as to any Person, (i) any other Person that, directly or indirectly,
controls, or is controlled by, or is under common control with, such Person. For this purpose, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the
possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise and
(ii) with respect to any natural Person, any member of the immediate family of such natural Person. 

  
 3 








 (b) “Acquisition Proposal” means any proposal or offer made
by any Person (other than Company Y, Merger Sub or any Affiliate thereof) to purchase or otherwise acquire, directly or indirectly, in one transaction or a series of transactions, (A) beneficial ownership (as defined under section 13(d) of the
Exchange Act) of ten percent (10%) or more of the share capital of Company T pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, tender offer, exchange offer or similar transaction or (B) any
one or more assets or businesses of Company T and its Subsidiaries that constitute ten percent (10%) or more of the revenues or assets of Company T and its Subsidiaries, taken as a whole. 

(c) “Additional Shares” means Company T Shares, Company T ADSs or other voting share capital of Company T
with respect to which any Company T Shareholder acquires Beneficial Ownership after the date of this Agreement (including any Company T Shares issued upon the exercise of any Company T Options or warrants or the conversion of any convertible
securities or otherwise). 
 (d) “Beneficial Ownership” by a Person of any security includes
ownership by any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise (whether or not in writing), has or shares: (i) voting power which includes the power to vote, or to direct the
voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Person will include
securities Beneficially Owned by all Affiliates of such Person and all other Persons with whom such Person would constitute a “group” within the meaning of Section 13(d) of the Exchange Act. The terms “Beneficially Own,”
“Beneficially Owned” and “Beneficial Owner” shall have correlative meanings. 
 (e)
“Business Day” means any day other than a Saturday or Sunday or a day on which banks are required or authorized to close in New York, New York, the Cayman Islands, Hong Kong or Shanghai, China. 

(f) “Company T ADSs” means American depositary shares of Company T. 

(g) “Company T Shares” means the authorized share capital of Company T, which as of the date hereof
consists of US$1,000,000, divided into (i) 9,990,000,000 ordinary shares of par value US$0.0001 each and (ii) 10,000,000 preferred shares of a nominal or par value of US$0.0001 each. 

  
 4 








 (h) “control” (including, with correlative meanings, the
terms “controlling,” “controlled by” and “under common control with”), when used with respect to any Person, means the power to direct or cause the direction of the management or policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise. 
 (i) “Covered
Shares” means the Existing Shares and any Additional Shares. 
 (j) “Existing Shares”
means Company T Shares and Company T ADSs Beneficially Owned by a Company T Shareholder on the date hereof, as set forth opposite such Company T Shareholder’s name on Schedule 1 hereto. 

(k) “Permitted Transfer” means (i) a Transfer by a Company T Shareholder to (x) an Affiliate of
such Company T Shareholder, (y) a member of such Company T Shareholder’s family or a trust for the benefit of such Company T Shareholder’s or any member of such Company T Shareholder’s family, or (z) any heir, legatees,
beneficiaries and/or devisees of any individual who is a Company T Shareholder; provided that the Transferee agrees to execute a Joinder in the form attached hereto as Exhibit A; or (ii) a Transfer by a Company T Shareholder to any
Person (other than a Person referred to in clause (i) above) if and only if (1) the gross proceeds received by the Transferring Company T Shareholder as part of such Transfer (together with any other Permitted Transfer made pursuant to
this clause (ii)) shall not exceed an aggregate amount equal to US$10,000,000 and (2) the net proceeds of any such Transfer may not be used for any purpose other than to satisfy Mr. Wang’s obligations under the Company T Founder
Settlement Agreement unless and until all of Mr. Wang’s obligations under the Company T Founder Settlement Agreement have been satisfied and evidence to this effect reasonably satisfactory to Company Y has been provided to Company Y.

 (l) “Transfer” means, directly or indirectly, to sell, transfer, offer, exchange, assign,
pledge, encumber, hypothecate or otherwise dispose of (by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of Law or otherwise), either voluntarily or involuntarily, or to enter into any contract,
option or other agreement with respect to any sale, transfer, offer, exchange, assignment, pledge, encumbrance, hypothecation or other disposition. 
 ARTICLE II 
 VOTING 

Section 2.1 Agreement to Vote. 
 (a) During the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with its terms, each Company T Shareholder hereby irrevocably and unconditionally
agrees that at an annual or extraordinary general meeting of the shareholders of Company T and at any other meeting of the shareholders of Company T, however called, including any adjournment, recess or postponement thereof, in connection with any
written consent of the shareholders of Company T and in any other circumstance upon which a vote, consent or other approval of all or some of the shareholders of Company T is sought, it shall, and shall cause any holder of record of its Covered
Shares to, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto: 

(i) appear at each such meeting or otherwise cause all of its Covered Shares to be counted as present thereat for purposes
of calculating a quorum and respond to each request by Company T for written consent, if any; and 

  
 5 








 (ii) vote (or cause to be voted), in person or by proxy, or deliver (or
cause to be delivered) a written consent covering, all of its Covered Shares (1) in favor of the approval and authorization of the Merger, the Plan of Merger and the approval and adoption of the Merger Agreement and the other transactions
contemplated by the Merger Agreement, (2) in favor of any related proposal that is necessary to consummate the Merger and the transactions contemplated by the Merger Agreement which is considered at any such meeting of Company T Shareholders,
(3) against any action, proposal, transaction or agreement that could reasonably be expected to (A) result in a breach of any representation, warranty, covenant or other obligation or agreement of Company T contained in the Merger
Agreement, (B) result in a breach of any representation, warranty, covenant or other obligation or agreement of such Company T Shareholder contained in this Agreement, or (C) impede, interfere with, delay, discourage, adversely affect or
inhibit the timely consummation of the Merger or change in any manner the voting rights of any class of shares of Company T (including any amendments to the memorandum and articles of association of Company T), (4) against any Acquisition
Proposal, and (5) against any change in the composition of the board of directors of Company T (other than such changes contemplated by the Merger Agreement). 

(b) Each Company T Shareholder shall retain at all times the right to vote such Company T Shareholder’s Covered
Shares in such Company T Shareholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 2.1(a) that are at any time or from time to time presented for consideration to Company T
Shareholders of Company T generally. 
 Section 2.2 Grant of Proxy. Each Company T Shareholder hereby irrevocably and
unconditionally grants a proxy to, and appoints, Company Y and any designee of Company Y, and each of them individually, as his, her or its proxies and attorneys-in-fact, with full power of substitution and resubstitution, for and in such Company T
Shareholder’s name, place and stead, in the event that such Company T Shareholder shall at any time fail to perform its obligations under Section 2.1 hereof (other than Section 2.1(a)(ii)(3), Section 2.1(a)(ii)(4) or
Section 2.1(a)(ii)5)), to vote, act by written consent or execute and deliver a proxy to vote or grant a written consent during the term of this Agreement with respect to the Covered Shares as provided in Section 2.1 hereof (other than
Section 2.1(a)(ii)(3), Section 2.1(a)(ii)(4) or Section 2.1(a)(ii)5)). This proxy and power of attorney is given in connection with, and in consideration of, the execution of the Merger Agreement by Company Y and Merger Sub, and to
secure the performance of the duties and obligations of such Company T Shareholder owed to Company Y under this Agreement. Each Company T Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest by reason
of the Merger Agreement and (ii) executed and intended to be irrevocable in accordance with the provisions of the Laws of the State of New York, and (b) revokes any and all prior proxies granted by each Company T Shareholder with respect
to the Covered Shares and no subsequent proxy shall be given by any Company T Shareholder (and if given shall be ineffective). Each Company T Shareholder shall take such further action or execute such other instruments as may be reasonably necessary
in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by such Company T Shareholder herein is a durable power of attorney and, so long
as Company Y has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Company
T Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. 

  
 6 








 ARTICLE III 
 REPRESENTATIONS AND WARRANTIES 
 Section 3.1 Representations and
Warranties of the Company T Shareholders. Each Company T Shareholder represents and warrants to Company Y as follows: 
 (a) Organization; Authorization; Validity of Agreement; Necessary Action. If such Company T Shareholder is not a natural person, such Company T Shareholder, as of the date hereof (i) is duly
organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction) and (ii) has all corporate, limited
partnership, trust or other organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. If such Company T Shareholder is a
natural person, he or she, as of the date hereof, has the legal capacity and authority to execute and deliver this Agreement and perform his or her obligations hereunder and to consummate the transactions contemplated by this Agreement. The
execution and delivery by such Company T Shareholder of this Agreement, the performance by such Company T Shareholder of his, her or its obligations hereunder and the consummation by such Company T Shareholder of the transactions contemplated by
this Agreement have been duly and validly authorized by such Company T Shareholder and no other actions or proceedings on the part of such Company T Shareholder are necessary to authorize the execution and delivery by him, her or it of this
Agreement, the performance by him, her or it of its obligations hereunder or the consummation by him, her or it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Company T Shareholder
and, assuming this Agreement constitutes a valid and binding obligation of Company Y, constitutes a legal, valid and binding agreement of such Company T Shareholder enforceable against such Company T Shareholder in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity
Exception”). 

  
 7 








 (b) Ownership. Such Company T Shareholder is the Beneficial Owner of
and has good and valid title to the Existing Shares set forth next to such Company T Shareholder’s name on Schedule 1, free and clear of any liens, other than any liens pursuant to this Agreement or arising under the articles of association of
Company T and transfer restrictions imposed by generally applicable securities Laws. As of the date of this Agreement, such Company T Shareholder’s Existing Shares constitute all of the Company T Shares and Company T ADSs Beneficially Owned or
owned of record by such Company T Shareholder. Except to the extent Covered Shares are Transferred after the date of this Agreement pursuant to a Permitted Transfer, such Company T Shareholder has not granted any proxy inconsistent with this
Agreement that is still effective or entered into any voting or similar agreement, in each case with respect to all of such Company T Shareholder’s Existing Shares and with respect to all of the Covered Shares Beneficially Owned by such Company
T Shareholder at all times through the effective time of the Merger (the “Effective Time”). 

(c) Non-Contravention. The execution and delivery of this Agreement by such Company T Shareholder do not, and the
performance by such Company T Shareholder of his, her or its obligations under this Agreement and the consummation by such Company T Shareholder of the transactions contemplated by this Agreement, will not (i) conflict with, or result in any
violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, consent, termination, cancellation or acceleration of any obligation or loss of material benefit under, or to
increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any lien upon his, her or its assets or properties under, any provision of (A) any charter or organizational documents of
such Company T Shareholder, (B) any contract, agreement or other instrument to which such Company T Shareholder is party or by which any of his, her or its assets or properties is bound and (C) any judgment, order, injunction, decree or
Law applicable to such Company T Shareholder or his, her or its assets or properties or (ii) require any consent of, or registration, declaration or filing with, notice to, or permit from, any supranational, national, state, municipal or local
court or tribunal or administrative, governmental, quasi-governmental or regulatory body, agency or authority (“Governmental Entities”), except, in the case of clauses (i) and (ii) above, any such items that, individually
or in the aggregate, would not be expected to be materially adverse to the ability of such Company T Shareholder to timely perform any of its obligations hereunder in any material respect. 

(d) No Inconsistent Agreements. Except for this Agreement, such Company T Shareholder has not: (i) entered
into any contract, agreement or other instrument, voting agreement, voting trust or similar agreement with respect to any of the Covered Shares, (ii) granted any irrevocable proxy, consent or power of attorney with respect to any of the Covered
Shares or (iii) taken any action that would constitute a breach hereof, make any representation or warranty of such Company T Shareholder set forth in this Article III untrue or incorrect in any material respect or have the effect of preventing
or disabling such Company T Shareholder from performing in any material respect any of its obligations under this Agreement. Such Company T Shareholder understands and acknowledges that Company Y and Merger Sub are entering into the Merger Agreement
in reliance upon the Company T Shareholders’ execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Company T Shareholder contained herein. 

  
 8 








 (e) No Action. As of the date of this Agreement, there are no
proceedings, claims, actions, suits or governmental or regulatory investigations pending or, to the knowledge of such Company T Shareholder, threatened against such Company T Shareholder that could reasonably be expected to impair the ability of
such Company T Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. 
 Section 3.2 Representations and Warranties of Company Y. Company Y represents and warrants to each Company T Shareholder that Company Y has all corporate power and authority to execute, deliver and
perform this Agreement. The execution and delivery by Company Y of this Agreement, the performance by Company Y of its obligations hereunder and the consummation by Company Y of the transactions contemplated by this Agreement have been duly and
validly authorized by Company Y and no other actions or proceedings on the part of Company Y are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it
of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Company Y and, assuming this Agreement constitutes a valid and binding obligation of each Company T Shareholder, constitutes a legal, valid
and binding agreement of Company Y enforceable against Company Y in accordance with its terms, subject to the Bankruptcy and Equity Exception. 
 ARTICLE IV 
 OTHER COVENANTS 

Section 4.1 Prohibition on Transfers of Company T Shares. 

(a) Subject to the terms of this Agreement, during the term of this Agreement, each Company T Shareholder agrees not to
Transfer any of the Covered Shares, or any voting right or power (including whether such right or power is granted by proxy or otherwise) or economic interest therein unless such Transfer is a Permitted Transfer. Any attempted Transfer of shares or
any interest therein in violation of this Section 4.1 shall be null and void. 
 (b) This Agreement and the
obligations hereunder shall attach to the Covered Shares and shall be binding upon any Person to which legal or Beneficial Ownership shall pass, whether by operation of law or otherwise, including, such Company T Shareholder’s successors or
assigns. No Company T Shareholder may request that Company T or Company T’s depositary bank register the Transfer (book-entry or otherwise) of any or all of the Covered Shares (whether represented by a certificate or uncertificated), unless
such Transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Covered Shares, the transferor shall remain liable for the performance of all of the obligations of such Company T Shareholder under this Agreement. 


  
 9 








 Section 4.2 Prohibition on Transfers of Company Y Shares. 

(a) Subject to the terms of this Agreement, during the period from the Closing until the date which is 180 days following
the Closing Date, each Company T Shareholder agrees not to Transfer any of the Company Y Shares or Company Y ADSs received by such Company T Shareholder as consideration in the Merger, or any voting right or power (including whether such right or
power is granted by proxy or otherwise) or economic interest therein unless such Transfer is a Permitted Transfer. Any attempted Transfer of shares or any interest therein in violation of this Section 4.2 shall be null and void. 

(b) No Company T Shareholder may request that Company Y or Company Y’s depositary bank register the Transfer
(book-entry or otherwise) of any or all of the Company Y Shares or Company Y ADSs received by such Company T Shareholder as consideration in the Merger (whether represented by a certificate or uncertificated), unless such Transfer is made in
compliance with this Agreement. Notwithstanding any Transfer of Company Y Shares or Company Y ADSs received by the Company T Shareholders as consideration in the Merger, the transferor shall remain liable for the performance of all of the
obligations of such Company T Shareholder under this Section 4.2 and the last sentence of Section 4.4. 
 Section 4.3
Additional Shares. Each Company T Shareholder agrees to promptly notify Company Y of the number of Additional Shares acquired by such Company T Shareholder after the date hereof. Any such Additional Shares shall automatically become subject
to the terms of this Agreement and shall constitute Covered Shares for all purposes of this Agreement. 
 Section 4.4 Share
Dividends, etc. In the event of a reclassification, recapitalization, reorganization, share split (including a reverse share split) or combination, exchange or readjustment of shares, change in ratio of Company T ADS to Company T Shares, or
other similar transaction, or if any share dividend, subdivision or distribution (including any dividend or distribution of securities convertible into or exchangeable for Company T Shares) is declared, in each case affecting the Covered Shares, the
term “Covered Shares” shall be deemed to refer to and include such shares as well as all such share dividends and distributions and any securities of Company T into which or for which any or all of such shares may be changed or exchanged
or which are received in such transaction. In the event of any issuance of shares of voting securities by Company Y hereafter to any of the parties hereto (including, without limitation, in connection with any share split, share dividend,
recapitalization, reorganization, reverse share split, change in ratio of Company Y ADSs to Company Y Shares, exercise of options or the like), such securities shall become subject to Section 4.2 of this Agreement until the date which is 180
days following the Closing Date. 
 Section 4.5 No Solicitation. Subject to Section 5.13 hereof, each Company T
Shareholder hereby agrees that during the term of this Agreement, such Company T Shareholder shall not, and shall use reasonable best efforts to cause his, her or its Representatives not to, directly or indirectly, take any action that Company T is
otherwise prohibited from taking under Section 6.2(a) of the Merger Agreement. 

  
 10 









 Section 4.6 No Inconsistent Agreements. Except for this Agreement, none of the
Company T Shareholders shall: (a) enter into any contract agreement or other instrument, option or other agreement with respect to, or consent to, a Transfer of, any of the Covered Shares, Beneficial Ownership thereof or any other interest
therein, (b) create or permit to exist any lien that could prevent such Company T Shareholder from voting the Covered Shares in accordance with this Agreement or from complying in all material respects with the other obligations under this
Agreement, other than any restrictions imposed by applicable Law on such Covered Shares, (c) enter into any voting or similar agreement with respect to the Covered Shares, or grant any proxy, consent or power of attorney with respect to any of
the Covered Shares (other than as contemplated by Section 2.1) or (d) take any action, directly or indirectly, that could reasonably be expected to (i) result in a material breach hereof, (ii) make any representation or warranty
of such Company T Shareholder set forth in Article III untrue or incorrect in any material respect or (iii) have the effect of materially delaying, preventing or disabling such Company T Shareholder from performing any of his, her or its
obligations under this Agreement. 
 Section 4.7 Waiver of Appraisal and Dissenters’ Rights. Each Company T
Shareholder hereby waives, and agrees not to assert or perfect, and shall cause any of his, her or its Affiliates who hold of record any of such Company T Shareholder’s Covered Shares to waive and to not assert or perfect, any rights of
appraisal or rights to dissent from the Merger that such Company T Shareholder may have under the law of the Cayman Islands by virtue of ownership of the Covered Shares. 
 Section 4.8 Documentation and Information. Each Company T Shareholder (i) consents to and authorizes the publication and disclosure by Company Y of such Company T Shareholder’s identity
and holding of the Covered Shares and the nature of its commitments and obligations under this Agreement in any disclosure required by the SEC or other Governmental Entity, including, without limitation, Company Y’s Form F-4, and
(ii) agrees promptly to give to Company Y any information it may reasonably request for the preparation of any such disclosure documents. Each Company T Shareholder shall promptly notify Company Y of any required corrections with respect to any
written information supplied by such Company T Shareholder specifically for use in any such disclosure document, if and to the extent that any shall have become false or misleading in any material respect. Each of the parties hereto shall not issue
any press release or make any other public statement with respect to the transactions contemplated by this Agreement and the Merger Agreement without the prior written consent of Company T and Company Y, except as such release or statement may be
required by applicable Law or the rules and regulations of any national securities exchange or Governmental Entity to which such Company T Shareholder is subject or submits. 
 Section 4.9 Registration of ADS. 
 (a) Company Y
agrees that no earlier than 15 days before the 180th day following the Closing, upon the request of any Company T Shareholder, Company Y shall cooperate, and cause its advisers to cooperate, with such Company T Shareholder so that American
depositary shares (which, in the case of a Company T Shareholder who is not deemed to be an “affiliate” of Company Y under the meaning of Rule 144 of the Securities Act, shall be unrestricted American depositary shares) representing any or
all Company Y Shares then Beneficially Owned by such Company T Shareholder shall be issued in the name of such Company T Shareholder on or immediately after the 180th day following the Closing) in accordance with the terms of the Company Y Deposit
Agreement. 

  
 11 









 (b) In the event that any Company T Shareholder notifies Company Y
that it desires to effect a Permitted Transfer pursuant to Section 1.1(k)(ii) following the Closing, and to the extent that such Transfer will be made pursuant to, and in compliance with Rule 144 of the Securities Act and in compliance with
Company T’s policies governing the prevention of insider trading, then Company Y shall cooperate, and cause its advisers to cooperate, with such Company T Shareholder so that American depositary shares representing a number of Company Y Shares
then Beneficially Owned by such Company T Shareholder having an aggregate trading value on the public market of no more than US$10,000,000 shall be issued in the name of such Company T Shareholder as soon as practicable in accordance with the terms
of the Company Y Deposit Agreement. 
 Section 4.10 Evidence of Settlement Payment. Mr. Wang will provide
evidence reasonably satisfactory to Company Y prior to the Closing that all obligations he owes under the Civil Settlement Agreement, dated June 10, 2011, by and between Lei Yang and Mr. Wang (the “Company T Founder Settlement
Agreement”) have been satisfied, and if such evidence is not so provided and the Closing is consummated, (a) First Easy Group Limited and Mr. Wang hereby agree and irrevocably authorize Company Y to, and Company Y shall,
(i) withhold a number of Company Y Class A Shares from the portion of the Merger Consideration otherwise issuable to Mr. Wang in connection with the Merger equal to the product of (x) 1.05 multiplied by (y) the
quotient of (1) the aggregate amount of obligations that remain outstanding under the Company T Founder Settlement Agreement as of the Closing, divided by (2) the closing price of Company Y Class A Shares on the date that is three
Business Days prior to the Closing (such number of shares, the “Withheld Shares”), and (ii) sell such Withheld Shares either on the open market or in a privately negotiated transaction on an arms’ length basis (but only in
the event such privately negotiated transaction is at a price per share in excess of the price per share available on the open market) and apply the proceeds from the sale or sales of such Withheld Shares to discharge any such amounts owed under the
Company T Founder Settlement Agreement, with any excess proceeds being returned to Mr. Wang or any designee of Mr. Wang following the full settlement of Mr. Wang’s obligations under the Company T Founder Settlement Agreement
(provided, however, that Mr. Wang shall remain solely liable for all unsettled obligations under the Company T Founder Settlement Agreement) and (b) Company Y, First Easy Group Limited and Mr. Wang shall enter into an escrow agreement
reasonably acceptable to Company Y to effect the withholding of such Withheld Shares, sale of such Withheld Shares and application of the proceeds of such Withheld Shares as set forth in this Section 4.10. 

Section 4.11 SAFE Registration. Mr. Wang shall use his reasonable best efforts to complete the amendment filings for his
registration under the State Administration of Foreign Exchange’s Circular on Several Issues concerning Foreign Exchange Administration for Domestic Residents to Engage in Financing and in Return Investments via Overseas Special Purpose
Companies prior to the Closing. 

  
 12 









 Section 4.12 Further Assurances. No Company T Shareholder shall take any action,
directly or indirectly, that would make any representation or warranty of such Company T Shareholder contained herein untrue or incorrect in any material respect or have the effect of preventing, impeding, interfering with or adversely affecting in
any material respect the performance by such Company T Shareholder of his, her or its obligations under this Agreement. From time to time, at Company Y’s request and without further consideration, each Company T Shareholder, solely in his, her
or its capacity as a Company T Shareholder of Company T, shall take all further action, and execute and deliver or cause to be executed or delivered such additional documents, as may be reasonably necessary to consummate and make effective, in the
most expeditious manner practicable, the transactions contemplated by this Agreement and the Merger Agreement. 
 ARTICLE V

 MISCELLANEOUS 
 Section 5.1 Interpretation. Unless the express context otherwise requires: 
 (a) the words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this
Agreement as a whole and not to any particular provision of this Agreement; 
 (b) terms defined in the singular
shall have a comparable meaning when used in the plural, and vice versa; 
 (c) references herein to a specific
Section, Recital or Schedule shall refer, respectively, to Sections, Recitals or Schedules of this Agreement unless otherwise indicated and references to this Agreement shall refer as well to all exhibits and schedules thereto; 

(d) wherever the word “include,” “includes” or “including” is used in this Agreement, it
shall be deemed to be followed by the words “without limitation”; 
 (e) references herein to any
gender shall include each other gender; 
 (f) references herein to any Person shall include such Person’s
heirs, executors, personal representatives, administrators, successors and assigns; provided, that nothing contained in this Section 5.1 is intended to authorize any assignment or Transfer not otherwise permitted by this Agreement;

 (g) with respect to the determination of any period of time, the word “from” means “from and
including” and the words “to” and “until” each means “to but excluding”; 

(h) the word “or” shall be disjunctive but not exclusive; 

  
 13 









 (i) references herein to any Law shall be deemed to refer to such Law as
amended, modified, codified, reenacted, supplemented or superseded in whole or in part and in effect from time to time, and also to all rules and regulations promulgated thereunder; 

(j) references herein to any contract (other than the Merger Agreement) mean such contract as amended, supplemented or
modified (including any waiver thereto) in accordance with the terms thereof; 
 (k) the captions, headings and
arrangements used in this Agreement are for convenience only and do not in any way affect, limit, amplify or modify the terms and provisions hereof; and 
 (l) with regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence. 
 Section 5.2 Termination. This Agreement and all obligations of the parties hereunder (other than as set forth in the following sentence) shall automatically terminate on the earliest to occur of
(i) the Effective Time, (ii) the date of termination of the Merger Agreement in accordance with its terms, or (iii) at any time upon the written agreement of Company Y and the Company T Shareholders. Upon termination of this
Agreement, the rights and obligations of all the parties will terminate and become void without further action by any party except for (i) the provisions of Section 4.2 and Section 4.9, which shall continue to apply until the date
which is 180 days from the Closing Date, and (ii) the provisions of Article V, which will survive such termination indefinitely. For the avoidance of doubt, the termination of this Agreement shall not relieve any party of liability for any
breach prior to such termination. All representations and warranties in this Agreement shall survive any termination of this Agreement or the Merger Agreement. 
 Section 5.3 Governing Law and Venue. 
 (a) This Agreement
shall be construed, performed and enforced in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of
the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or
the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees
that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party hereto hereby
irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or
hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of
an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s
address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as
set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law. 

  
 14 









 (b) Each party hereto acknowledges and agrees that any Proceeding which may
arise under or relate to this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any Proceeding
directly or indirectly arising out of or relating to this Agreement or the transactions contemplated hereby, including any controversy or Proceeding involving any Company Y Related Party under this Agreement. Each party hereto certifies and
acknowledges that (i) no representative, agent or attorney of any other party hereto has represented, expressly or otherwise, that such other party would not, in the event of a Proceeding, seek to enforce the foregoing waiver, (ii) each
party hereto understands and has considered the implications of this waiver, (iii) each party hereto makes this waiver voluntarily, and (iv) each party hereto has been induced to enter into this Agreement by, among other things, the mutual
waivers and certifications in this Section 5.3. 
 Section 5.4 Notices. All notices, requests, claims, demands and
other communications under this Agreement shall be in writing and shall be deemed given (a) upon personal delivery, (b) one (1) Business Day after being sent via an internationally recognized overnight courier service, (c) three
(3) Business Days after being sent, postage prepaid, by registered, certified or express mail or (d) upon receipt of electronic or other confirmation of transmission if sent via facsimile, in each case, at the addresses or facsimile
numbers (or at such other address or facsimile number for a party as shall be specified by like notice) set forth below: 
 If to Company Y to: 
 Youku Inc. 

11/F, SinoSteel Plaza 
 8 Haidian Street, Haidian District 
 Beijing 100080 

The People’s Republic of China 
 Telephone: (8610) 5885-1881 
 Facsimile: (8610) 5970-8818 

Attention: Mr. Victor Koo 
 with a copy (which shall not constitute notice) to: 
 Skadden, Arps, Slate,
Meagher & Flom 
 42/F, Edinburgh Tower, The Landmark 

15 Queen’s Road Central, Hong Kong 
 Attention: Z. Julie Gao, Esq. 
   Michael V. Gisser, Esq. 

Facsimile: +852 3910 4850 
 If to any Company T Shareholder: to such Company T Shareholder and its counsel at their respective addresses and facsimile numbers set forth on Schedule 1 hereto. 

  
 15 









 Section 5.5 Amendment. This Agreement may not be amended, modified or supplemented
except by an instrument in writing signed by Company Y and each Company T Shareholder; provided that matters that only affect the right of a particular Company T Shareholder or a group of Company T Shareholders shall only require an
instrument in writing signed by Company Y and such Company T Shareholder or Company T Shareholders. 
 Section 5.6 Extension;
Waiver. At any time before the termination of this Agreement, Company Y, on the one hand, and any of the Company T Shareholders, on the other hand, may (a) extend the time for the performance of any of the obligations or other acts of the
other party, (b) waive any inaccuracies in the representations and warranties of the other party contained in this Agreement or in any document delivered under this Agreement or (c) waive compliance with any of the covenants or conditions
contained in this Agreement. Any agreement on the part of a party to any extension or waiver shall be valid only if set forth in an instrument in writing signed by such party. The failure of any party to assert any of its rights under this Agreement
or otherwise shall not constitute a waiver of such rights, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement. 

Section 5.7 Entire Agreement. This Agreement (together with the Merger Agreement, to the extent referred to in this Agreement)
constitutes the sole and entire agreement of the Company T Shareholders or any of their Affiliates, on the one hand, and Company Y or any of its Affiliates, on the other, with respect to the subject matter contained herein, and supersedes all prior
and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. No representation, warranty, inducement, promise, understanding or condition not set forth in this Agreement
has been made or relied upon by any of the parties to this Agreement. 
 Section 5.8 No Third-Party Beneficiaries. This
Agreement is for the sole benefit of, shall be binding upon, and may be enforced solely by Company Y and the Company T Shareholders and nothing in this Agreement, express or implied, is intended to or shall confer upon any person (other than Company
Y and the Company T Shareholders) any legal or equitable right, benefit or remedy of any nature whatsoever. 
 Section 5.9
Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this
Agreement, or the application thereof to any party or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent
and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such
invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction. 

  
 16 









 Section 5.10 Rules of Construction. The parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring
or disfavoring any Party by virtue of the authorship of any provisions of this Agreement. 
 Section 5.11 Assignment.
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by operation of Law (including, but not limited to, by merger or consolidation) or otherwise by any of the parties without the prior written consent
of the other parties. Any assignment in violation of the preceding sentence shall be void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective
successors and assigns. 
 Section 5.12 Specific Performance. The parties hereto agree that irreparable damage would
occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly each party to this Agreement (a) shall be entitled to an injunction or injunctions, specific
performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the forum described in Section 5.3, without proof of damages or
otherwise, this being in addition to any other remedy at law or in equity, and (b) hereby waives any requirement for the posting of any bond or similar collateral in connection therewith. Each party hereto agrees that it will not oppose the
granting of an injunction, specific performance and other equitable relief on the basis that (i) the other party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or
equity. 
 Section 5.13 Company T Shareholder Capacity. Notwithstanding anything contained in this Agreement to the
contrary, the representations, warranties, covenants and agreements made herein by each Company T Shareholder are made solely with respect to such Company T Shareholder and the Covered Shares. Each Company T Shareholder is entering into this
Agreement solely in its capacity as the Beneficial Owner of such Covered Shares and nothing herein shall limit or affect any actions taken by any officer or director of Company T (or a Subsidiary of Company T) solely in his or her capacity as a
director or officer of Company T (or a Subsidiary of Company T), including participating in his or her capacity as a director or officer of Company T in any discussions or negotiations with Company Y. Nothing contained herein, and no action taken by
any Company T Shareholder pursuant hereto, shall be deemed to constitute the parties as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the parties are in any way acting in concert or as a
group with respect to the obligations or the transactions contemplated by this Agreement. 

  
 17 









 Section 5.14 No Ownership Interest. Nothing contained in this Agreement shall be
deemed to vest in Company Y any direct or indirect ownership or incidence of ownership of or with respect to any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to
the Company T Shareholders, and Company Y shall have no authority to direct the Company T Shareholders in the voting or disposition of any of the Covered Shares, in each case, except as otherwise provided herein. 

Section 5.15 Costs and Expenses. All costs and expenses (including all fees and disbursements of counsel, accountants, investment
bankers, experts and consultants to a party) incurred in connection with this Agreement shall be paid by the party incurring such costs and expenses. 
 Section 5.16 Counterparts; Effectiveness. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one
or more counterparts have been signed by each of the parties and delivered to the other parties; provided, however, that if any of the Company T Shareholders fails for any reason to execute, or perform their obligations under, this
Agreement, this Agreement shall remain effective as to all parties executing this Agreement. 
 Section 5.17 Joint and
Several Obligations. The agreements, obligations, representations and warranties of the Company T Shareholders hereunder shall be joint and several. 
 [Signature page follows] 

  
 18 









 IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed on its
behalf on the day and year first above written. 
  

			
	YOUKU INC.
		
	By:	 	/s/ Victor Wing Cheung Koo
	Name:	 	Victor Wing Cheung Koo
	Title:	 	Chairman and Chief Executive Officer









 
			
	FIRST EASY GROUP LIMITED
		
	By:	 	/s/ Gary Wei Wang
	Name:	 	Gary Wei Wang
	Title:	 	Authorized Signatory









 
			
	SPRING PROSPER GROUP LIMITED
		
	By:	 	/s/ Gary Wei Wang
	Name:	 	Gary Wei Wang
	Title:	 	Authorized Signatory









 
			
	GARY WEI WANG
		
		 	/s/ Gary Wei Wang









 Schedule 1 
 COMPANY T SHAREHOLDER INFORMATION 
  

													
	 Name and Contact Information
	  	Number of
Company T
Shares	 	 	Number of
Company T
ADSs	 	  	Number of
Company T
Options	 
	 FIRST EASY GROUP LIMITED
	  	 	8,913,333	  	 	 	0	  	  	 	0	  
				
	 c/o P.O. Box 957, Offshore Incorporation Centre

Road Town, Tortola

British Virgin Islands
	  				 				  			
				
	 with a copy to:
	  				 				  			
				
	 c/o 8th Floor, No. 922 Hengshan Road

Xuhui District, Shanghai 200032

The People’s Republic of China
	  				 				  			
				
	 Attention: Gary Wei Wang
	  				 				  			
				
	 SPRING PROSPER GROUP LIMITED
	  	 	0	  	 	 	0	  	  	 	1,057,500	  
				
	 c/o 8th Floor, No. 922 Hengshan Road

Xuhui District, Shanghai 200032

The People’s Republic of China
	  				 				  			
				
	 Attention: Gary Wei Wang
	  				 				  			
				
	 GARY WEI WANG
	  	 	8,913,333	* 	 	 	0	  	  	 	1,557,500	** 
				
	 c/o 8th Floor, No. 922 Hengshan Road

Xuhui District, Shanghai 200032

The People’s Republic of China
	  				 				  			
				
	 Attention: Gary Wei Wang
	  				 				  			

  

	*	Includes 8,913,333 Company T Shares held of record by First Easy Group Limited 


	**	Includes options to acquire 1,057,500 Company T Shares held by Spring Prosper Group Limited 








 EXHIBIT A 
 JOINDER AGREEMENT 
 This Joinder Agreement (“Joinder
Agreement”) is executed by the undersigned (the “Transferee”) pursuant to the terms of that certain Voting Agreement dated as of March 11, 2012 (the “Agreement”) by and among Company Y and certain
other parties named therein. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Joinder Agreement, the Transferee agrees as follows: 

(a) Acknowledgment. Transferee acknowledges that Transferee is acquiring certain shares of the capital share of [Tudou
Holdings Limited][Youku Inc.] (the “Shares”) subject to the terms and conditions of the Agreement. 
 (b) Agreement. Transferee (i) agrees that the Shares acquired by Transferee shall be bound by and subject to the terms of the Agreement, (ii) hereby adopts the Agreement with the same force and
effect as if Transferee were originally a party thereto and (iii) agrees to be subject to the obligations and restrictions of a Company T Shareholder thereunder. 

(c) Notice. Any notice required or permitted by the Agreement shall be given to Transferee at the address listed beside
Transferee’s signature below. 
 EXECUTED AND DATED this
                 day of
                        . 

 

			
	TRANSFEREE:
		
	By:	 	 
		 	Name and Title


  

			
	Address:	 	 
		
	Fax:	 	 


  

			
	Accepted and Agreed:
	
	YOUKU INC.
		
	By:	 	 
		
	Title: