**Exhibit 4.34**

 

**EQUITY OPTION AGREEMENT**

 

This Equity Option Agreement (this “**Agreement**”) is entered in Shanghai, 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 April 23, 2013, by and among the following parties:

 

(1)                                 **YOUKU TUDOU INC.****(“YOUKU Cayman”)**

 

(2)                                 **RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD.**(“**WFOE**”)

 

(3)                                 **Yu Zhou**, a PRC citizen whose PRC identification number is 370203197209032018, and whose residential address is Room B-304, No.6 Pikuhutong, Xicheng District, Beijing, China (“**Grantor**”)

 

(4)                                 **SHANGHAI QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY CO., LTD**(“**Shanghai Quan Toodou**”)

 

**WHEREAS****:**

 

A.                                    **YOUKU Cayman** is an exempted company duly established and registered under the laws of the Cayman Islands.

 

B.                                    WFOE is a wholly foreign-owned enterprise duly established and registered in Shanghai under the laws of the PRC.

 

C.                                    The Grantor holds 18% of the registered capital of Shanghai Quan Toodou, a limited liability company, with a registered capital of RMB 27,000,000. (the “**Equity Interests**”).

 

D.                                    The Grantor entered into a Loan Agreement on January 28, 2013 (the “**Loan Agreement**”), pursuant to which WFOE extended loans in an aggregate amount of RMB27,000,000 (the **Loan**) to Grantor.

 

E.                                     The Grantor has agreed to grant exclusively to Youku Cayman and WFOE (Individually and collectively “**Youku”**) an option to acquire the Equity interests that have been registered in his name, subject to the terms and conditions set forth below.

 

**THEREFORE,** Through Friendly Negotiation In The Principle Of Equality And Common Interest, All Parties Agree As Follows:

 

**SECTION 1: GRANT OF THE OPTION**

 

1.1                               Grant of Option

 

The Grantor hereby grants to Youku an option (“**Option**”) to acquire his Equity Interests at the price equivalent to the lowest price then permitted by PRC laws,and WFOE shall make payment of such price by cancelling all or a portion of the Loan. The Option shall become vested as of the date of this Agreement. Shanghai Quan Toodou hereby agrees to the Grantor’s granting of the option to Youku.

 

1

----

 

1.2                               Term

 

This Agreement shall take effect as of the Effective Date and shall remain in full force and effect until the earlier of (1) the date on which all of the Equity Interests have been acquired by Youku directly or through its designated representative (individual or legal person); or (2) the unilateral termination by Youku (at its sole and absolute discretion), by giving 30 days prior written notice to the Grantor of its intention to terminate this Agreement.

 

1.3                               Consideration of Option

 

The Grantor acknowledges that WFOE’s provision of the Loan to the Grantor is deemed to be the consideration for the grant of the Option, the sufficiency and payment of which have been acknowledged and recognized.

 

1.4                               EFFECTIVE DATE

 

This Agreement shall take retroactively take effect from January 28, 2013(“**Effective Date**”).

 

**SECTION 2: EXERCISE OF THE OPTION AND ITS CLOSING**

 

2.1                               Timing of Exercise

 

2.1.1                     The Grantor and Shanghai Quan Toodou agree that Youku in its sole discretion may at any time, and from time to time after the date hereof, exercises the Option granted by the Grantor, in whole or in part, to acquire all or any portion of his Equity Interests.

 

2.1.2                     For the avoidance of doubt, Youku Cayman, in its sole discretion, will decide whether the option and other rights granted under this Agreement will be exercised by Youku Cayman and/or by WFOE.

 

2.1.3                     The Grantor and Shanghai Quan Toodou agree that Youku may designate in its sole discretion any third party to exercise the Option granted by the Grantor on its behalf, in which case Youku shall provide written notice to such Grantor at the time the Option granted by the Grantor is exercised.

 

2.2                               Transfer

 

The Grantor and Shanghai Quan Toodou agree that the Option granted hereunder shall be freely transferable, in whole or in part, by Youku to any thirdparty, and that, upon such transfer, the Option may be exercised by such third party upon the terms and conditions set forth herein, as if such third party were a party to this Agreement, and that such third party shall assume the rights and obligations of Youku hereunder.

 

2

----

 

The Grantor and Shanghai Quan Toodou agree that their rights and obligations hereunder cannot be transferred to any third party unless such transfer is agreed to by Youku.

 

2.3                               Notice Requirement

 

2.3.1                    To exercise an Option, Youku shall send written notices to the Grantor and Shanghai Quan Toodou, and such Option is to be exercised no later than ten (10) days prior to the Closing Date (as defined below), specifying therein:

 

2.3.1.1           the date of the effective closing of an acquisition (a “**Closing Date**”);

 

2.3.1.2           the name of the person in which the Equity Interests shall be registered;

 

2.3.1.3           the amount of Equity Interests to be acquired from the Grantor;

 

2.3.1.4           the type of payment; and

 

2.3.1.5           a letter of authorization, where a third party has been designated to exercise the Option.

 

2.3.2                    For the avoidance of doubt, it is expressly agreed by all Parties that Youku shall have the right to exercise the Option and elect to register the Equity Interests in the name of another person as it may designates from time to time.

 

2.4                               Closing

 

On each Closing Date, Youku shall make payment by cancelling all or a portion of the Loan payable by the Grantor to WFOE, in the same proportion that Youku or its designated party acquires the Equity Interest held by the Grantor.

 

**SECTION 3: COMPLETION**

 

3.1                               Capital Contribution Transfer Agreement

 

Concurrently with the execution and delivery of this Agreement, and from time to time upon the request of Youku , the Grantor shall execute and deliver one or more capital contribution transfer agreements, in the form and contentsubstantially satisfactory to Youku (“**Transfer Agreement**”), together with any other documents necessary to give effect to the transfer to Youku or its designated party of all or any part of the Equity Interests upon an exercise of the Option by Youku (the “**Ancillary Documents**”). The Transfer Agreement and the Ancillary Documents are to be kept in Youku’s possession.

 

3

----

 

The Grantor hereby agrees and authorizes Youku to complete, execute and submit to the relevant company registrar any and all Transfer Agreements and the Ancillary Documents to give effect to the transfer of all or any part of the Equity Interests upon an exercise of the Option by Youku at its sole discretion where necessary and in accordance with this Agreement.

 

3.2                               Board Resolution

 

Notwithstanding Section 3.1 above, concurrently with the execution and delivery of this Agreement, and from time to time upon the request of Youku , the Grantor shall execute and deliver one or more resolutions of the board of directors and/or shareholders of Shanghai Quan Toodou, approving the following:

 

3.2.1                     The transfer by the Grantor of all or part of the Equity Interests held by such Grantor to Youku or its designated party; and

 

3.2.2                     any other matters as Youku may reasonably request.

 

Each Resolution is to be kept in Youku’s possession.

 

3.3                               Waiver of Right of First Refusal

 

Upon the written request of Youku, the Grantor shall waive any and all of his right of first refusal or other preemptive rights provided under the PRC laws or the articles of association of Shanghai Quan Toodou with respect to the equity transfer conducted by any other shareholder of Shanghai Quan Toodou .

 

3.4                               Return of Additional Consideration

 

If Youku or any transferee designated by Youku is required by applicable laws or competent authorities to pay any additional consideration (i.e. the transfer price is higher than the relevant registered capital of Shanghai Quan Toodou corresponding to the Equity Interest under transfer) to the Grantor for its exercise of the Options, the Grantor agrees to return any and all of such additional consideration to WFOE or such transferee as soon as possible after the completion of such equity interest transfer.

 

4

----

 

**SECTION 4: REPRESENTATIONS AND WARRANTIES**

 

4.1                               Representations and Warranties

 

The Grantor represents and warrants to Youku that:

 

4.1.1                     he has the full power and authority to enter into, and perform under, this Agreement;

 

4.1.2                     his signing of this Agreement or fulfilling of any his obligations hereunder does not violate any laws, regulations and contracts to which he is bound, or require any government authorization or approval;

 

4.1.3                     there is no lawsuit, arbitration or other legal or government procedures pending which, based on his knowledge, shall materially and adversely affect this Agreement and the performance thereof;

 

4.1.4                     he has disclosed to Youku all documents issued by any government department that might cause a material adverse effect on the performance of his obligations under this Agreement;

 

4.1.5                     he has not been declared bankrupt by a court of competent jurisdiction;

 

4.1.6                     save as disclosed to Youku, his Equity Interests is free and clear from all liens, encumbrances and third party rights;

 

4.1.7                     he will not transfer, donate, pledge, or otherwise dispose of his Equity Interests in any way unless as otherwise agreed by Youku ;

 

4.1.8                     the Option granted to Youku by him shall be exclusive, and he shall in no event grant the Option or any similar rights to a third party by any means whatsoever; and

 

4.1.9                     the Grantor further represents and warrants to Youku that he owns 18% of the Equity Interests of Shanghai Quan Toodou. He hereby agrees that the representations and warranties set forth in Sections 4 (except for Section 4.1.9) shall be deemed to be repeated as of each Closing Date as if such representation and warranty were made on and as of such Closing Date.

 

4.2                               Covenants and Undertakings

 

4.2.1                     Undertakings of Youku:  To ensure that the cash flow requirements of the Shanghai Quan Toodou’s ordinary operations are met and/or to set off any loss accrued during such operations, Youku is obligated, only to the extent permissible under PRC laws, to provide financing support for Shanghai Quan Toodou, whether or not Shanghai Quan Toodou actually incur any such operational loss.  Youku’s financing support may take theform of bank entrusted loans or borrowings to Shanghai Quan Toodou or its shareholders. Contracts for any such entrusted loans or borrowings shall be executed separately. Youku will not request repayment if Shanghai Quan Toodou or its shareholders are unable to do so.

 

5

----

 

4.2.2                     Undertakings of the Grantor and Shanghai Quan Toodou

 

4.2.2.1          the Grantor and Shanghai Quan Toodou will complete all such formalities as are necessary to make Youku or its designated party a proper and registered shareholder of Shanghai Quan Toodou. Such formalities include, but are not limited to, assisting Youku with the obtaining of necessary approvals of the equity transfer from relevant government authorities (if any), the submission of the Transfer Agreement(s) to the relevant administration for industry and commerce for the purpose of amending the articles of association, changing the shareholder register and undertaking any other changes.

 

4.2.2.2          the Grantor will, upon request by Youku, establish a domestic entity to hold the interest in Shanghai Quan Toodou as a Chinese joint venture partner in case Shanghai Quan Toodou is restructured as a foreign-invested telecommunication enterprise. Shanghai Quan Toodou will provide any necessary assistance that Youku and the Grantor need (if any).

 

4.2.2.3          without the prior consent of Youku, the Grantor will not cause or agree Shanghai Quan Toodou to, and Shanghai Quan Toodou will not (a) amend the articles of association, (b) increase or decrease the registered capital, (c) sell, transfer, mortgage, create or allow any encumbrance or otherwise dispose of the assets, business, revenues or other beneficial interests, (d) incur or assume any indebtedness, or (e) enter into any material contracts, except in the ordinary course of business (for the purpose of this paragraph, any contract with a value exceeding RMB 100,000 shall be deemed to be a material contract).

 

**SECTION 5: TAXES**

 

Any taxes and duties that might arise from the execution and performance of this Agreement, including any taxes and expenses incurred by and applicable to any of the Grantor as a result of the exercise of the Option(s) by Youku or its designated party, or the acquisition of the Equity Interests from the Grantor(s),will be borne by Youku .

 

6

----

 

**SECTION 6: GOVERNING LAW AND DISPUTE SETTLEMENT**

 

6.1                               Governing Law

 

The execution, validity, performance and interpretation of this Agreement shallbe governed by and construed in accordance with the laws of the PRC.

 

6.2                               Friendly Consultation

 

If a dispute arises in connection with the interpretation or performance of this Agreement, all parties shall attempt to resolve such dispute through friendly consultations among them or mediation by a neutral third party.

 

If the dispute cannot be resolved in the aforesaid manner within thirty (30) days after the commencement of such discussions, either Party may submit the dispute to arbitration.

 

6.3                               Arbitration

 

Any dispute arising in connection with this Agreement shall be submitted to the China International Economic and Trade Arbitration Commission (“**CIETAC**”) for arbitration. The arbitration shall follow the then current rules of CIETAC, and the arbitration proceedings shall be conducted in Chinese and shall take place in Shanghai. The arbitration award shall be final and binding upon the parties. This Section 6 shall not be affected by the termination or elimination of this Agreement.

 

6.4                               Matters not in Dispute

 

In case of any disputes arising out of the interpretation and performance of this Agreement or any pending arbitration of such dispute, each Party shall continue to perform their obligations under this Agreement, except for the matters in dispute.

 

**SECTION 7: CONFIDENTIALITY**

 

7.1                               Confidential Information

 

The contents of this Agreement and the annexes hereof shall be kept confidential. No Party shall disclose any such information to any third party (except for the purpose described in Section 2.2 and by prior written agreement among the Parties). Each Party’s obligations under this clause shall survive after the termination of this Agreement.

 

7.2                               Exceptions

 

If a disclosure is explicitly required by law, any courts, arbitration tribunals, or administrative authorities, such a disclosure by any Party shall not be deemed a violation of Section 7.1 above.

 

7

----

 

**SECTION 8: MISCELLANEOUS**

 

8.1                               Entire Agreement

 

8.1.1                     This Agreement constitutes the entire agreement and understanding by all Parties in respect of the subject matter hereof and supersedes all prior discussions, negotiations and agreements among them. This Agreement shall only be amended by a written instrument signed by all the Parties.

 

8.1.2                     The appendices attached hereto shall constitute an integral part of this Agreement and shall have the same legal effect as this Agreement.

 

8.2                               Notices

 

8.2.1                     Unless otherwise designate by the other Party, any notices or other correspondences by all Parties in connection with the performance of this Agreement shall be delivered in person, by express mail,  e-mail, facsimile or registered mail to the following correspondence addresses and fax numbers:

 

**YOUKU TUDOU INC.**
| Address   | : | PO Box 309,   Ugland House, Grand Cayman, KY1-1104, Cayman Islands |
|-----------|---|--------------------------------------------------------------------|
| Fax       | : | 010-59708818                                                       |
| Tele      | : | 010-58851881                                                       |
| Addressee | : | KOO Victor                                                         |

 

**RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD..**
| Address   | : | Room 22301-1007,   No. 14 Building, Pudong Software Park, No. 498 Guoshoujing Road,   Zhangjiang High-technology Zone, Shanghai, PRC. |
|-----------|---|------------------------------------------------------------------------------------------------------------------------------------------------------|
| Fax       | : | 021-51702388                                                                                                                                         |
| Tele      | : | 021-51702355                                                                                                                                         |
| Addressee | : | YU Bin                                                                                                                                               |

 

**Yu Zhou**
| Address   | : | Room B-304,   No.6 Pikuhutong, Xicheng District, Beijing, China |
|-----------|---|----------------------------------------------------------------------|
| Fax       | : | 010-59708818                                                         |
| Tele      | : | 010-58851881                                                         |
| Addressee | : | Yu Zhou                                                              |

 
| **SHANGHAI QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY CO., LTD.** |
|------------------------------------------------------------------------|
| Address                                                                | : | Room 105,   No. D Building, No. 2500 Long Dong Avenue, Zhangjiang   High-technology Zone, Shanghai, PRC. |
| Fax                                                                    | : | 021-51702388 |
| Tele                                                                   | : | 021-51702355 |
| Addressee                                                              | : | YU Zhou |

 

8

----

 

8.2.2                     Notices and correspondences shall be deemed to have been effectively delivered:

 

8.2.2.1           at the exact time displayed in the corresponding transmission record, if delivered by facsimile, unless such facsimile is sent after 5:00 pm or on a non-business day in the place where it is received, in which case the date of receipt shall be deemed to be the following business day;

 

8.2.2.2           on the date that the receiving Party signs for the document,  if delivered in person (including express mail);

 

8.2.2.3           on the fifteenth (15th) day after the date shown on the registered mail receipt, if sent by registered mail;

 

8.2.2.4           on the successful printing by the sender of a transmission report evidencing the delivery of the relevant e-mail, if sent by e-mail.

 

8.3                               Days and Business Day

 

A reference to a day herein is to a calendar day. A reference to a business day herein is to a day on which commercial banks are open for business in the PRC.

 

8.4                               Unspecified Matter

 

Any matter not specified in this Agreement shall be handled through mutual discussions by all Parties and stipulated in separate documents with binding legal effect, or resolved in accordance with PRC laws.

 

8.5                              Severability

 

Any provision of this Agreement that is invalid or unenforceable because of any inconsistency with relevant law shall be ineffective or unenforceable within such jurisdiction where the relevant law governs, without affecting in any way the remaining provisions hereof.

 

8.6                               Survival of Representations, Warranties, Covenants and Obligations

 

The respective representations, warranties, covenants and obligations of the Parties, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Party, and shall survive the transfer and payment for the Equity Interests.

 

9

----

 

8.7                               Binding Effect

 

This Agreement, upon being signed by all Parties or their duly authorized representatives, shall be binding on all Parties and their successors and assigns.

 

8.8                               Amendment

 

This Agreement should not be amended without Youku’s prior written confirmation. Youku has sole discretion as to the amendments to this Agreement, for which the Grantor agree to accept unconditionally and sign the amended agreement promptly.

 

8.9                               Entire Agreement

 

This Agreement amends and restates all Previous Agreements. In the event of any discrepancy between this Agreement and any Previous Agreement, this Agreement shall prevail to the extent of the discrepant provisions.

 

8.10                        Language and Counterparts

 

This Agreement shall be executed in three (4) originals in English, with one (1) original for Youku Cayman, one (1) original for WFOE, one (1) original for the Grantor,and (1) original for Shanghai Quan Toodou.

 

* [The space below is intentionally left blank.]*

 

10

----

 

**IN WITNESS WHEREOF,** all Parties hereto have caused this Agreement to be duly executed on their behalf by a duly authorized representative as of the date first written above.

 
| **YOUKU TUDOU   INC.**                                        |                         |
|--------------------------------------------------------------------|------------------------------|
|                                                               |                         |
|                                                               |                         |
| By:                                                                | /s/ Victor Wing   Cheung Koo |   |
| Authorized   Representative:                                       | Victor Wing   Cheung Koo     |   |
|                                                               |                         |
|                                                               |                         |
| **RESHUFFLE   TECHNOLOGY (SHANGHAI) CO., LTD**                     |                         |
| (Company Seal)                                                     |                         |
|                                                               |                         |
|                                                               |                         |
| By:                                                                | /s/ YU Bin                   |   |
| Authorized   Representative: YU Bin                                |                         |
|                                                               |                         |
|                                                               |                         |
| **GRANTOR: YU Zhou**                                               |                         |
|                                                               |                         |
|                                                               |                         |
| By:                                                                | /s/ YU Zhou                  |   |
|                                                               |                         |
|                                                               |                         |
| **SHANGHAI QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY   CO., LTD** |
|                                                               |                         |
|                                                               |                         |
| By:                                                                | /s/ YU Zhou                  |   |
| Authorized   Representative: YU Zhou                               |                         |
|                                                                    |                              |  |  |

 

11

----

 

**EQUITY OPTION AGREEMENT**

 

This Equity Option Agreement (this “**Agreement**”) is entered in Shanghai, 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 April 23, 2013, by and among the following parties:

 

(5)                                 **YOUKU TUDOU INC.****(“YOUKU Cayman”)**

 

(6)                                 **RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD.**(“**WFOE**”)

 

(7)                                 **Qin Qiong**, a PRC citizen whose PRC identification number is 310108197109214485, and whose residential address is Room 702, No 2, Lane 1220, Jiangning Road, Putuo District, Shanghai (“**Grantor**”)

 

(8)                                 **SHANGHAI QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY CO., LTD**(“**Shanghai Quan Toodou**”)

 

**WHEREAS****:**

 

A.                                    **YOUKU Cayman** is an exempted company duly established and registered under the laws of the Cayman Islands.

 

B                                       WFOE is a wholly foreign-owned enterprise duly established and registered in Shanghai under the laws of the PRC.

 

C.                                    The Grantor holds 66.7% of the registered capital of Shanghai Quan Toodou, a limited liability company, with a registered capital of RMB 100,000,000. (the “**Equity Interests**”).

 

D.                                    The Grantor entered into a Loan Agreement on January 28, 2013 (the “**Loan Agreement**”), pursuant to which WFOE extended loans in an aggregate amount of RMB100,000,000 (the **Loan**) to Grantor.

 

E.                                     Youku Cayman, WFOE, Grantor, Shanghai Quan Toodou and certain other parties entered into an Equity Option Agreement (独家购买权合同,Original Agreement) dated Aug 22, 2012. Youku Cayman, WFOE, Grantor, and Shanghai Quan Toodou agreed to sign this Agreement to restate the Original Agreement. Youku Cayman, WFOE, Grantor and Shanghai Quan Toodou further acknowledge that this Agreement does not substantially change the Original Agreement, and the provisions of this Agreement reflect the intention of the Parties when they executed the Original Agreement. In this Agreement, the Grantor has agreed to grant exclusively to Youku Cayman and WFOE (Individually and collectively “**Youku”**) an option to acquire the Equity interests that have been registered in his name, subject to the terms and conditions set forth below.

 

12

----

 

**THEREFORE,** Through Friendly Negotiation In The Principle Of Equality And Common Interest, All Parties Agree As Follows:

 

**SECTION 1: GRANT OF THE OPTION**

 

1.1                               Grant of Option

 

The Grantor hereby grants to Youku an option (“**Option**”) to acquire his Equity Interests at the price equivalent to the lowest price then permitted by PRC laws, and WFOE shall make payment of such price by cancelling all or a portion of the Loan. The Option shall become vested as of the date of this Agreement. Shanghai Quan Toodou hereby agrees to the Grantor’s granting of the option to Youku.

 

1.2                               Term

 

This Agreement shall take effect as of the Effective Date and shall remain in full force and effect until the earlier of (1) the date on which all of the Equity Interests have been acquired by Youku directly or through its designated representative (individual or legal person); or (2) the unilateral termination by Youku (at its sole and absolute discretion), by giving 30 days prior written notice to the Grantor of its intention to terminate this Agreement.

 

1.3                               Consideration of Option

 

The Grantor acknowledges that WFOE’s provision of the Loan to the Grantor is deemed to be the consideration for the grant of the Option, the sufficiency and payment of which have been acknowledged and recognized.

 

1.4                               EFFECTIVE DATE

 

This Agreement shall take retroactively take effect from January 28, 2013(“**Effective Date**”).

 

**SECTION 2: EXERCISE OF THE OPTION AND ITS CLOSING**

 

2.1                               Timing of Exercise

 

2.1.1                     The Grantor and Shanghai Quan Toodou agree that Youku in its sole discretion may at any time, and from time to time after the date hereof, exercises the Option granted by the Grantor, in whole or in part, to acquire all or any portion of his Equity Interests.

 

2.1.2                     For the avoidance of doubt, Youku Cayman, in its sole discretion, will decide whether the option and other rights granted under this Agreement will be exercised by Youku Cayman and/or by WFOE.

 

13

----

 

2.1.3                     The Grantor and Shanghai Quan Toodou agree that Youku may designate in its sole discretion any third party to exercise the Option granted by the Grantor on its behalf, in which case Youku shall provide written notice to such Grantor at the time the Option granted by the Grantor is exercised.

 

2.2                               Transfer

 

The Grantor and Shanghai Quan Toodou agree that the Option granted hereunder shall be freely transferable, in whole or in part, by Youku to any third party, and that, upon such transfer, the Option may be exercised by such third party upon the terms and conditions set forth herein, as if such third party were a party to this Agreement, and that such third party shall assume the rights and obligations of Youku hereunder.

 

The Grantor and Shanghai Quan Toodou agree that their rights and obligations hereunder cannot be transferred to any third party unless such transfer is agreed to by Youku.

 

2.3                               Notice Requirement

 

2.3.1                    To exercise an Option, Youku shall send written notices to the Grantor and Shanghai Quan Toodou, and such Option is to be exercised no later than ten (10) days prior to the Closing Date (as defined below), specifying therein:

 

2.3.1.1           the date of the effective closing of an acquisition (a “**Closing Date**”);

 

2.3.1.2           the name of the person in which the Equity Interests shall be registered;

 

2.3.1.3           the amount of Equity Interests to be acquired from the Grantor;

 

2.3.1.4           the type of payment; and

 

2.3.1.5           a letter of authorization, where a third party has been designated to exercise the Option.

 

2.3.2                    For the avoidance of doubt, it is expressly agreed by all Parties that Youku shall have the right to exercise the Option and elect to register the Equity Interests in the name of another person as it may designates from time to time.

 

14

----

 

2.4                               Closing

 

On each Closing Date, Youku shall make payment by cancelling all or a portion of the Loan payable by the Grantor to WFOE, in the same proportion that Youku or its designated party acquires the Equity Interest held by the Grantor.

 

**SECTION 3: COMPLETION**

 

3.1                               Capital Contribution Transfer Agreement

 

Concurrently with the execution and delivery of this Agreement, and from time to time upon the request of Youku , the Grantor shall execute and deliver one or more capital contribution transfer agreements, in the form and content substantially satisfactory to Youku (“**Transfer Agreement**”), together with any other documents necessary to give effect to the transfer to Youku or its designated party of all or any part of the Equity Interests upon an exercise of the Option by Youku (the “**Ancillary Documents**”). The Transfer Agreement and the Ancillary Documents are to be kept in Youku’s possession.

 

The Grantor hereby agrees and authorizes Youku to complete, execute and submit to the relevant company registrar any and all Transfer Agreements and the Ancillary Documents to give effect to the transfer of all or any part of the Equity Interests upon an exercise of the Option by Youku at its sole discretion where necessary and in accordance with this Agreement.

 

3.2                               Board Resolution

 

Notwithstanding Section 3.1 above, concurrently with the execution and delivery of this Agreement, and from time to time upon the request of Youku , the Grantor shall execute and deliver one or more resolutions of the board of directors and/or shareholders of Shanghai Quan Toodou, approving the following:

 

3.2.1                     The transfer by the Grantor of all or part of the Equity Interests held by such Grantor to Youku or its designated party; and

 

3.2.2                     any other matters as Youku may reasonably request.

 

Each Resolution is to be kept in Youku’s possession.

 

3.3                               Waiver of Right of First Refusal

 

Upon the written request of Youku, the Grantor shall waive any and all of his right of first refusal or other preemptive rights provided under the PRC laws or the articles of association of Shanghai Quan Toodou with respect to the equity transfer conducted by any other shareholder of Shanghai Quan Toodou .

 

15

----

 

3.4                               Return of Additional Consideration

 

If Youku or any transferee designated by Youku is required by applicable laws or competent authorities to pay any additional consideration (i.e. the transfer price is higher than the relevant registered capital of Shanghai Quan Toodou corresponding to the Equity Interest under transfer) to the Grantor for its exercise of the Options, the Grantor agrees to return any and all of such additional consideration to WFOE or such transferee as soon as possible after the completion of such equity interest transfer.

 

**SECTION 4: REPRESENTATIONS AND WARRANTIES**

 

4.1                               Representations and Warranties

 

The Grantor represents and warrants to Youku that:

 

4.1.1                     he has the full power and authority to enter into, and perform under, this Agreement;

 

4.1.2                     his signing of this Agreement or fulfilling of any his obligations hereunder does not violate any laws, regulations and contracts to which he is bound, or require any government authorization or approval;

 

4.1.3                     there is no lawsuit, arbitration or other legal or government procedures pending which, based on his knowledge, shall materially and adversely affect this Agreement and the performance thereof;

 

4.1.4                     he has disclosed to Youku all documents issued by any government department that might cause a material adverse effect on the performance of his obligations under this Agreement;

 

4.1.6                     he has not been declared bankrupt by a court of competent jurisdiction;

 

4.1.6                     save as disclosed to Youku, his Equity Interests is free and clear from all liens, encumbrances and third party rights;

 

4.1.7                     he will not transfer, donate, pledge, or otherwise dispose of his Equity Interests in any way unless as otherwise agreed by Youku ;

 

4.1.8                     the Option granted to Youku by him shall be exclusive, and he shall in no event grant the Option or any similar rights to a third party by any means whatsoever; and

 

4.1.9                     the Grantor further represents and warrants to Youku that he owns 66.7% of the Equity Interests of Shanghai Quan Toodou. He hereby agrees that the representations and warranties set forth in Sections 4 (except for Section 4.1.9) shall be deemed to be repeated as of each Closing Date as if such representation and warranty were made on and as of such Closing Date.

 

16

----

 

4.2                           Covenants and Undertakings

 

4.2.1  Undertakings of Youku:  To ensure that the cash flow requirements of the Shanghai Quan Toodou’s ordinary operations are met and/or to set off any loss accrued during such operations, Youku is obligated, only to the extent permissible under PRC laws, to provide financing support for Shanghai Quan Toodou, whether or not Shanghai Quan Toodou actually incur any such operational loss.  Youku’s financing support may take the form of bank entrusted loans or borrowings to Shanghai Quan Toodou or its shareholders. Contracts for any such entrusted loans or borrowings shall be executed separately. Youku will not request repayment if Shanghai Quan Toodou or its shareholders are unable to do so.

 

4.2.2                     Undertakings of the Grantor and Shanghai Quan Toodou

 

4.2.2.1   the Grantor and Shanghai Quan Toodou will complete all such formalities as are necessary to make Youku or its designated party a proper and registered shareholder of Shanghai Quan Toodou. Such formalities include, but are not limited to, assisting Youku with the obtaining of necessary approvals of the equity transfer from relevant government authorities (if any), the submission of the Transfer Agreement(s) to the relevant administration for industry and commerce for the purpose of amending the articles of association, changing the shareholder register and undertaking any other changes.

 

4.2.2.2   the Grantor will, upon request by Youku, establish a domestic entity to hold the interest in Shanghai Quan Toodou as a Chinese joint venture partner in case Shanghai Quan Toodou is restructured as a foreign-invested telecommunication enterprise. Shanghai Quan Toodou will provide any necessary assistance that Youku and the Grantor need (if any).

 

4.2.2.3   without the prior consent of Youku, the Grantor will not cause or agree Shanghai Quan Toodou to, and Shanghai Quan Toodou will not (a) amend the articles of association, (b) increase or decrease the registered capital, (c) sell, transfer, mortgage, create or allow any encumbrance or otherwise dispose of the assets, business, revenues or other beneficial interests, (d) incur or assume any indebtedness, or (e) enter into any material contracts, except in the ordinary course of business (for the purpose of this paragraph, any contract with a value exceeding RMB 100,000 shall be deemed to be a material contract).

 

17

----

 

**SECTION 5: TAXES**

 

Any taxes and duties that might arise from the execution and performance of this Agreement, including any taxes and expenses incurred by and applicable to any of the Grantor as a result of the exercise of the Option(s) by Youku or its designated party, or the acquisition of the Equity Interests from the Grantor(s),will be borne by Youku .

 

**SECTION 6: GOVERNING LAW AND DISPUTE SETTLEMENT**

 

6.5                               Governing Law

 

The execution, validity, performance and interpretation of this Agreement shall be governed by and construed in accordance with the laws of the PRC.

 

6.6                               Friendly Consultation

 

If a dispute arises in connection with the interpretation or performance of this Agreement, all parties shall attempt to resolve such dispute through friendly consultations among them or mediation by a neutral third party.

 

If the dispute cannot be resolved in the aforesaid manner within thirty (30) days after the commencement of such discussions, either Party may submit the dispute to arbitration.

 

6.7                               Arbitration

 

Any dispute arising in connection with this Agreement shall be submitted to the China International Economic and Trade Arbitration Commission (“**CIETAC**”) for arbitration. The arbitration shall follow the then current rules of CIETAC, and the arbitration proceedings shall be conducted in Chinese and shall take place in Shanghai. The arbitration award shall be final and binding upon the parties. This Section 6 shall not be affected by the termination or elimination of this Agreement.

 

6.8                               Matters not in Dispute

 

In case of any disputes arising out of the interpretation and performance of this Agreement or any pending arbitration of such dispute, each Party shall continue to perform their obligations under this Agreement, except for the matters in dispute.

 

**SECTION 7: CONFIDENTIALITY**

 

7.1                               Confidential Information

 

The contents of this Agreement and the annexes hereof shall be kept confidential. No Party shall disclose any such information to any third party (except for the purpose described in Section 2.2 and by prior written agreement among the Parties). Each Party’s obligations under this clause shall survive after the termination of this Agreement.

 

18

----

 

7.2                               Exceptions

 

If a disclosure is explicitly required by law, any courts, arbitration tribunals, or administrative authorities, such a disclosure by any Party shall not be deemed a violation of Section 7.1 above.

 

**SECTION 8: MISCELLANEOUS**

 

8.1                               Entire Agreement

 

8.1.1                     This Agreement constitutes the entire agreement and understanding by all Parties in respect of the subject matter hereof and supersedes all prior discussions, negotiations and agreements among them. This Agreement shall only be amended by a written instrument signed by all the Parties.

 

8.1.2                     The appendices attached hereto shall constitute an integral part of this Agreement and shall have the same legal effect as this Agreement.

 

8.2                               Notices

 

8.2.2                     Unless otherwise designate by the other Party, any notices or other correspondences by all Parties in connection with the performance of this Agreement shall be delivered in person, by express mail,  e-mail, facsimile or registered mail to the following correspondence addresses and fax numbers:

 

**YOUKU TUDOU INC.**
| Address   | : | PO Box 309,   Ugland House, Grand Cayman, KY1-1104, Cayman Islands |
|-----------|---|--------------------------------------------------------------------|
| Fax       | : | 010-59708818                                                       |
| Tele      | : | 010-58851881                                                       |
| Addressee | : | KOO Victor                                                         |

 

**RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD..**
| Address   | : | Room 22301-1007,   No. 14 Building, Pudong Software Park, No. 498 Guoshoujing Road,   Zhangjiang High-technology Zone, Shanghai, PRC. |
|-----------|---|------------------------------------------------------------------------------------------------------------------------------------------------------|
| Fax       | : | 021-51702388                                                                                                                                         |
| Tele      | : | 021-51702355                                                                                                                                         |
| Addressee | : | YU Bin                                                                                                                                               |

 

**Qin Qiong**
| Address   | : | Room 702,   No 2, Lane 1220, Jiangning Road, Putuo District, Shangha |
|-----------|---|---------------------------------------------------------------------------|
| Fax       | : | 010-59708818                                                              |
| Tele      | : | 010-58851881                                                              |
| Addressee | : | Qin Qiong                                                                 |

 

19

----

 
| **SHANGHAI QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY CO., LTD.** |
|------------------------------------------------------------------------|
| Address                                                                | : | Room 105,   No. D Building, No. 2500 Long Dong Avenue, Zhangjiang   High-technology Zone, Shanghai, PRC. |
| Fax                                                                    | : | 021-51702388 |
| Tele                                                                   | : | 021-51702355 |
| Addressee                                                              | : | YU Zhou |

 

8.2.2                     Notices and correspondences shall be deemed to have been effectively delivered:

 

8.2.2.1           at the exact time displayed in the corresponding transmission record, if delivered by facsimile, unless such facsimile is sent after 5:00 pm or on a non-business day in the place where it is received, in which case the date of receipt shall be deemed to be the following business day;

 

8.2.2.2           on the date that the receiving Party signs for the document,  if delivered in person (including express mail);

 

8.2.2.3           on the fifteenth (15th) day after the date shown on the registered mail receipt, if sent by registered mail;

 

8.2.2.4           on the successful printing by the sender of a transmission report evidencing the delivery of the relevant e-mail, if sent by e-mail.

 

8.3                              Days and Business Day

 

A reference to a day herein is to a calendar day. A reference to a business day herein is to a day on which commercial banks are open for business in the PRC.

 

8.4                               Unspecified Matter

 

Any matter not specified in this Agreement shall be handled through mutual discussions by all Parties and stipulated in separate documents with binding legal effect, or resolved in accordance with PRC laws.

 

8.5                               Severability

 

Any provision of this Agreement that is invalid or unenforceable because of any inconsistency with relevant law shall be ineffective or unenforceable within such jurisdiction where the relevant law governs, without affecting in any way the remaining provisions hereof.

 

8.6                               Survival of Representations, Warranties, Covenants and Obligations

 

20

----

 

The respective representations, warranties, covenants and obligations of the Parties, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Party, and shall survive the transfer and payment for the Equity Interests.

 

8.7                               Binding Effect

 

This Agreement, upon being signed by all Parties or their duly authorized representatives, shall be binding on all Parties and their successors and assigns.

 

8.8                               Amendment

 

This Agreement should not be amended without Youku’s prior written confirmation. Youku has sole discretion as to the amendments to this Agreement, for which the Grantor agree to accept unconditionally and sign the amended agreement promptly.

 

8.9                               Entire Agreement

 

This Agreement amends and restates all Previous Agreements. In the event of any discrepancy between this Agreement and any Previous Agreement, this Agreement shall prevail to the extent of the discrepant provisions.

 

8.10                        Language and Counterparts

 

This Agreement shall be executed in three (4) originals in English, with one (1) original for Youku Cayman, one (1) original for WFOE, one (1) original for the Grantor,and (1) original for Shanghai Quan Toodou.

 

* [The space below is intentionally left blank.]*

 

21

----

 

**IN WITNESS WHEREOF,** all Parties hereto have caused this Agreement to be duly executed on their behalf by a duly authorized representative as of the date first written above.

** **
| **YOUKU TUDOU   INC.**                                        |                         |
|--------------------------------------------------------------------|------------------------------|
|                                                               |                         |
|                                                               |                         |
| By:                                                                | /s/ Victor Wing   Cheung Koo |   |
| Authorized   Representative: Victor Wing Cheung Koo                |                         |
|                                                               |                         |
|                                                               |                         |
| **RESHUFFLE   TECHNOLOGY (SHANGHAI) CO., LTD**                     |                         |
| (Company Seal)                                                     |                         |
|                                                               |                         |
|                                                               |                         |
| By:                                                                | /s/ YU Bin                   |   |
| Authorized   Representative: YU Bin                                |                         |
|                                                               |                         |
|                                                               |                         |
| **GRANTOR: Qin Qiong**                                             |                         |
|                                                               |                         |
|                                                               |                         |
| By:                                                                | /s/ Qin Qiong                |   |
|                                                               |                         |
|                                                               |                         |
| **SHANGHAI QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY   CO., LTD** |
|                                                               |                         |
|                                                               |                         |
| By:                                                                | /s/ YU Zhou                  |   |
| Authorized   Representative: YU Zhou                               |                         |

 

22

----

 

**EQUITY OPTION AGREEMENT**

 

This Equity Option Agreement (this “**Agreement**”) is entered in Shanghai, 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 April 23, 2013, by and among the following parties:

 

(9)                                 **YOUKU TUDOU INC.****(“YOUKU Cayman”)**

 

(10)                          **RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD.**(“**WFOE**”)

 

(11)                          **Liu Dele**, a PRC citizen whose PRC identification number is 310101196805284437, and whose residential address is Room 1701, Tower D, Sunz Garden, 98 Jianguo Road, Chaoyang District, Beijing, China (“**Grantor**”)

 

(12)                          **SHANGHAI QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY CO., LTD**(“**Shanghai Quan Toodou**”)

 

**WHEREAS****:**

 

A.                                    **YOUKU Cayman** is an exempted company duly established and registered under the laws of the Cayman Islands.

 

B.                                    WFOE is a wholly foreign-owned enterprise duly established and registered in Shanghai under the laws of the PRC.

 

C.                                    The Grantor holds 15.3% of the registered capital of Shanghai Quan Toodou, a limited liability company, with a registered capital of RMB 23,000,000. (the “**Equity Interests**”).

 

D.                                    The Grantor entered into a Loan Agreement on January 28, 2013 (the “**Loan Agreement**”), pursuant to which WFOE extended loans in an aggregate amount of RMB23,000,000 (the **Loan**) to Grantor.

 

E.                                     The Grantor has agreed to grant exclusively to Youku Cayman and WFOE (Individually and collectively “**Youku”**) an option to acquire the Equity interests that have been registered in his name, subject to the terms and conditions set forth below.

 

**THEREFORE,** Through Friendly Negotiation In The Principle Of Equality And Common Interest, All Parties Agree As Follows:

 

**SECTION 1: GRANT OF THE OPTION**

 

1.1                               Grant of Option

 

The Grantor hereby grants to Youku an option (“**Option**”) to acquire his Equity Interests at the price equivalent to the lowest price then permitted by PRC laws, and WFOE shall make payment of such price by cancelling all or a portion of the Loan. The Option shall become vested as of the date of this Agreement. Shanghai Quan Toodou hereby agrees to the Grantor’s granting of the option to Youku.

 

23

----

 

1.2                               Term

 

This Agreement shall take effect as of the Effective Date and shall remain in full force and effect until the earlier of (1) the date on which all of the Equity Interests have been acquired by Youku directly or through its designated representative (individual or legal person); or (2) the unilateral termination by Youku (at its sole and absolute discretion), by giving 30 days prior written notice to the Grantor of its intention to terminate this Agreement.

 

1.3                              Consideration of Option

 

The Grantor acknowledges that WFOE’s provision of the Loan to the Grantor is deemed to be the consideration for the grant of the Option, the sufficiency and payment of which have been acknowledged and recognized.

 

1.4                               Effective Date

 

This Agreement shall take retroactively take effect from January 28, 2013(“**Effective Date**”).

 

**SECTION 2: EXERCISE OF THE OPTION AND ITS CLOSING**

 

2.1                               Timing of Exercise

 

2.1.1                     The Grantor and Shanghai Quan Toodou agree that Youku in its sole discretion may at any time, and from time to time after the date hereof, exercises the Option granted by the Grantor, in whole or in part, to acquire all or any portion of his Equity Interests.

 

2.1.2                     For the avoidance of doubt, Youku Cayman, in its sole discretion, will decide whether the option and other rights granted under this Agreement will be exercised by Youku Cayman and/or by WFOE.

 

2.1.3                     The Grantor and Shanghai Quan Toodou agree that Youku may designate in its sole discretion any third party to exercise the Option granted by the Grantor on its behalf, in which case Youku shall provide written notice to such Grantor at the time the Option granted by the Grantor is exercised.

 

2.2                               Transfer

 

The Grantor and Shanghai Quan Toodou agree that the Option granted hereunder shall be freely transferable, in whole or in part, by Youku to any third party, and that, upon such transfer, the Option may be exercised by such third party upon the terms and conditions set forth herein, as if such third party were a party to this Agreement, and that such third party shall assume the rights and obligations of Youku hereunder.

 

24

----

 

The Grantor and Shanghai Quan Toodou agree that their rights and obligations hereunder cannot be transferred to any third party unless such transfer is agreed to by Youku.

 

2.3                               Notice Requirement

 

2.3.1                    To exercise an Option, Youku shall send written notices to the Grantor and Shanghai Quan Toodou, and such Option is to be exercised no later than ten (10) days prior to the Closing Date (as defined below), specifying therein:

 

2.3.1.1           the date of the effective closing of an acquisition (a “**Closing Date**”);

 

2.3.1.2           the name of the person in which the Equity Interests shall be registered;

 

2.3.1.3           the amount of Equity Interests to be acquired from the Grantor;

 

2.3.1.4           the type of payment; and

 

2.3.1.5           a letter of authorization, where a third party has been designated to exercise the Option.

 

2.3.2                    For the avoidance of doubt, it is expressly agreed by all Parties that Youku shall have the right to exercise the Option and elect to register the Equity Interests in the name of another person as it may designates from time to time.

 

2.4                               Closing

 

On each Closing Date, Youku shall make payment by cancelling all or a portion of the Loan payable by the Grantor to WFOE, in the same proportion that Youku or its designated party acquires the Equity Interest held by the Grantor.

 

**SECTION 3: COMPLETION**

 

3.1                               Capital Contribution Transfer Agreement

 

Concurrently with the execution and delivery of this Agreement, and from time to time upon the request of Youku , the Grantor shall execute and deliver one or more capital contribution transfer agreements, in the form and content substantially satisfactory to Youku (“**Transfer Agreement**”), together with any other documents necessary to give effect to the transfer to Youku or its designated party of all or any part of the Equity Interests upon an exercise of the Option by Youku (the “**Ancillary Documents**”). The Transfer Agreement and the Ancillary Documents are to be kept in Youku’s possession.

 

25

----

 

The Grantor hereby agrees and authorizes Youku to complete, execute and submit to the relevant company registrar any and all Transfer Agreements and the Ancillary Documents to give effect to the transfer of all or any part of the Equity Interests upon an exercise of the Option by Youku at its sole discretion where necessary and in accordance with this Agreement.

 

3.2                               Board Resolution

 

Notwithstanding Section 3.1 above, concurrently with the execution and delivery of this Agreement, and from time to time upon the request of Youku , the Grantor shall execute and deliver one or more resolutions of the board of directors and/or shareholders of Shanghai Quan Toodou, approving the following:

 

3.2.1                     The transfer by the Grantor of all or part of the Equity Interests held by such Grantor to Youku or its designated party; and

 

3.2.2                     any other matters as Youku may reasonably request.

 

Each Resolution is to be kept in Youku’s possession.

 

3.3                               Waiver of Right of First Refusal

 

Upon the written request of Youku, the Grantor shall waive any and all of his right of first refusal or other preemptive rights provided under the PRC laws or the articles of association of Shanghai Quan Toodou with respect to the equity transfer conducted by any other shareholder of Shanghai Quan Toodou .

 

3.4                               Return of Additional Consideration

 

If Youku or any transferee designated by Youku is required by applicable laws or competent authorities to pay any additional consideration (i.e. the transfer price is higher than the relevant registered capital of Shanghai Quan Toodou corresponding to the Equity Interest under transfer) to the Grantor for its exercise of the Options, the Grantor agrees to return any and all of such additional consideration to WFOE or such transferee as soon as possible after the completion of such equity interest transfer.

 

26

----

 

**SECTION 4: REPRESENTATIONS AND WARRANTIES**

 

4.1          Representations and Warranties

 

The Grantor represents and warrants to Youku that:

 

4.1.1                     he has the full power and authority to enter into, and perform under, this Agreement;

 

4.1.2                     his signing of this Agreement or fulfilling of any his obligations hereunder does not violate any laws, regulations and contracts to which he is bound, or require any government authorization or approval;

 

4.1.3                     there is no lawsuit, arbitration or other legal or government procedures pending which, based on his knowledge, shall materially and adversely affect this Agreement and the performance thereof;

 

4.1.4                     he has disclosed to Youku all documents issued by any government department that might cause a material adverse effect on the performance of his obligations under this Agreement;

 

4.2.5                     he has not been declared bankrupt by a court of competent jurisdiction;

 

4.1.6                     save as disclosed to Youku, his Equity Interests is free and clear from all liens, encumbrances and third party rights;

 

4.1.7                     he will not transfer, donate, pledge, or otherwise dispose of his Equity Interests in any way unless as otherwise agreed by Youku ;

 

4.1.8                     the Option granted to Youku by him shall be exclusive, and he shall in no event grant the Option or any similar rights to a third party by any means whatsoever; and

 

4.1.9                     the Grantor further represents and warrants to Youku that he owns 15.3% of the Equity Interests of Shanghai Quan Toodou. He hereby agrees that the representations and warranties set forth in Sections 4 (except for Section 4.1.9) shall be deemed to be repeated as of each Closing Date as if such representation and warranty were made on and as of such Closing Date.

 

4.3                           Covenants and Undertakings

 

4.2.1                     Undertakings of Youku:  To ensure that the cash flow requirements of the Shanghai Quan Toodou’s ordinary operations are met and/or to set off any loss accrued during such operations, Youku is obligated, only to the extent permissible under PRC laws, to provide financing support for Shanghai Quan Toodou, whether or not Shanghai Quan Toodou actually incur any such operational loss.  Youku’s financing support may take the form of bank entrusted loans or borrowings to Shanghai Quan Toodou or its shareholders. Contracts for any such entrusted loans or borrowings shall be executed separately. Youku will not request repayment if Shanghai Quan Toodou or its shareholders are unable to do so.

 

27

----

 

4.2.2                     Undertakings of the Grantor and Shanghai Quan Toodou

 

The Grantor and Shanghai Quan Toodou covenant and undertake that:

 

4.2.2.1        the Grantor and Shanghai Quan Toodou will complete all such formalities as are necessary to make Youku or its designated party a proper and registered shareholder of Shanghai Quan Toodou. Such formalities include, but are not limited to, assisting Youku with the obtaining of necessary approvals of the equity transfer from relevant government authorities (if any), the submission of the Transfer Agreement(s) to the relevant administration for industry and commerce for the purpose of amending the articles of association, changing the shareholder register and undertaking any other changes.

 

4.2.2.2        the Grantor will, upon request by Youku, establish a domestic entity to hold the interest in Shanghai Quan Toodou as a Chinese joint venture partner in case Shanghai Quan Toodou is restructured as a foreign-invested telecommunication enterprise. Shanghai Quan Toodou will provide any necessary assistance that Youku and the Grantor need (if any).

 

4.2.2.3        without the prior consent of Youku, the Grantor will not cause or agree Shanghai Quan Toodou to, and Shanghai Quan Toodou will not (a) amend the articles of association, (b) increase or decrease the registered capital, (c) sell, transfer, mortgage, create or allow any encumbrance or otherwise dispose of the assets, business, revenues or other beneficial interests, (d) incur or assume any indebtedness, or (e) enter into any material contracts, except in the ordinary course of business (for the purpose of this paragraph, any contract with a value exceeding RMB 100,000 shall be deemed to be a material contract).

 

**SECTION 5: TAXES**

 

Any taxes and duties that might arise from the execution and performance of this Agreement, including any taxes and expenses incurred by and applicable to any of the Grantor as a result of the exercise of the Option(s) by Youku or its designated party, or the acquisition of the Equity Interests from the Grantor(s),will be borne by Youku .

 

28

----

 

**SECTION 6: GOVERNING LAW AND DISPUTE SETTLEMENT**

 

6.9                              Governing Law

 

The execution, validity, performance and interpretation of this Agreement shall be governed by and construed in accordance with the laws of the PRC.

 

6.10                        Friendly Consultation

 

If a dispute arises in connection with the interpretation or performance of this Agreement, all parties shall attempt to resolve such dispute through friendly consultations among them or mediation by a neutral third party.

 

If the dispute cannot be resolved in the aforesaid manner within thirty (30) days after the commencement of such discussions, either Party may submit the dispute to arbitration.

 

6.11                        Arbitration

 

Any dispute arising in connection with this Agreement shall be submitted to the China International Economic and Trade Arbitration Commission (“**CIETAC**”) for arbitration. The arbitration shall follow the then current rules of CIETAC, and the arbitration proceedings shall be conducted in Chinese and shall take place in Shanghai. The arbitration award shall be final and binding upon the parties. This Section 6 shall not be affected by the termination or elimination of this Agreement.

 

6.12                        Matters not in Dispute

 

In case of any disputes arising out of the interpretation and performance of this Agreement or any pending arbitration of such dispute, each Party shall continue to perform their obligations under this Agreement, except for the matters in dispute.

 

**SECTION 7: CONFIDENTIALITY**

 

7.1                               Confidential Information

 

The contents of this Agreement and the annexes hereof shall be kept confidential. No Party shall disclose any such information to any third party (except for the purpose described in Section 2.2 and by prior written agreement among the Parties). Each Party’s obligations under this clause shall survive after the termination of this Agreement.

 

7.2                               Exceptions

 

If a disclosure is explicitly required by law, any courts, arbitration tribunals, or administrative authorities, such a disclosure by any Party shall not be deemed a violation of Section 7.1 above.

 

29

----

 

**SECTION 8: MISCELLANEOUS**

 

8.1                               Entire Agreement

 

8.1.1                     This Agreement constitutes the entire agreement and understanding by all Parties in respect of the subject matter hereof and supersedes all prior discussions, negotiations and agreements among them. This Agreement shall only be amended by a written instrument signed by all the Parties.

 

8.1.2                     The appendices attached hereto shall constitute an integral part of this Agreement and shall have the same legal effect as this Agreement.

 

8.2                               Notices

 

8.2.3                     Unless otherwise designate by the other Party, any notices or other correspondences by all Parties in connection with the performance of this Agreement shall be delivered in person, by express mail,  e-mail, facsimile or registered mail to the following correspondence addresses and fax numbers:

 

**YOUKU TUDOU INC.**
| Address   | : | PO Box 309,   Ugland House, Grand Cayman, KY1-1104, Cayman Islands |
|-----------|---|--------------------------------------------------------------------|
| Fax       | : | 010-59708818                                                       |
| Tele      | : | 010-58851881                                                       |
| Addressee | : | KOO Victor                                                         |

 

**RESHUFFLE TECHNOLOGY (SHANGHAI) CO., LTD..**
| Address   | : | Room 22301-1007,   No. 14 Building, Pudong Software Park, No. 498 Guoshoujing Road,   Zhangjiang High-technology Zone, Shanghai, PRC. |
|-----------|---|------------------------------------------------------------------------------------------------------------------------------------------------------|
| Fax       | : | 021-51702388                                                                                                                                         |
| Tele      | : | 021-51702355                                                                                                                                         |
| Addressee | : | YU Bin                                                                                                                                               |

 

**Liu Dele**
| Address   | : | Room 1701,   Tower D, Sunz Garden, 98 Jianguo Road, Chaoyang District, Beijing, China |
|-----------|---|--------------------------------------------------------------------------------------------|
| Fax       | : | 010-59708818                                                                               |
| Tele      | : | 010-58851881                                                                               |
| Addressee | : | Liu Dele                                                                                   |

 

30

----

 
| **SHANGHAI QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY CO., LTD.** |
|------------------------------------------------------------------------|
| Address                                                      | : | Room 105,   No. D Building, No. 2500 Long Dong Avenue, Zhangjiang   High-technology Zone, Shanghai, PRC. |
| Fax                                                                    | : | 021-51702388 |
| Tele                                                                   | : | 021-51702355 |
| Addressee                                                              | : | YU Zhou |

 

8.2.2                     Notices and correspondences shall be deemed to have been effectively delivered:

 

8.2.2.1                       at the exact time displayed in the corresponding transmission record, if delivered by facsimile, unless such facsimile is sent after 5:00 pm or on a non-business day in the place where it is received, in which case the date of receipt shall be deemed to be the following business day;

 

8.2.2.2                       on the date that the receiving Party signs for the document, if delivered in person (including express mail);

 

8.2.2.3                       on the fifteenth (15th) day after the date shown on the registered mail receipt, if sent by registered mail;

 

8.2.2.4                       on the successful printing by the sender of a transmission report evidencing the delivery of the relevant e-mail, if sent by e-mail.

 

8.3                               Days and Business Day

 

A reference to a day herein is to a calendar day. A reference to a business day herein is to a day on which commercial banks are open for business in the PRC.

 

8.4          Unspecified Matter

 

Any matter not specified in this Agreement shall be handled through mutual discussions by all Parties and stipulated in separate documents with binding legal effect, or resolved in accordance with PRC laws.

 

8.5          Severability

 

Any provision of this Agreement that is invalid or unenforceable because of any inconsistency with relevant law shall be ineffective or unenforceable within such jurisdiction where the relevant law governs, without affecting in any way the remaining provisions hereof.

 

8.6                               Survival of Representations, Warranties, Covenants and Obligations

 

31

----

 

The respective representations, warranties, covenants and obligations of the Parties, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Party, and shall survive the transfer and payment for the Equity Interests.

 

8.7                               Binding Effect

 

This Agreement, upon being signed by all Parties or their duly authorized representatives, shall be binding on all Parties and their successors and assigns.

 

8.8          Amendment

 

This Agreement should not be amended without Youku’s prior written confirmation. Youku has sole discretion as to the amendments to this Agreement, for which the Grantor agree to accept unconditionally and sign the amended agreement promptly.

 

8.9          Entire Agreement

 

This Agreement amends and restates all Previous Agreements. In the event of any discrepancy between this Agreement and any Previous Agreement, this Agreement shall prevail to the extent of the discrepant provisions.

 

8.10                        Language and Counterparts

 

This Agreement shall be executed in three (4) originals in English, with one (1) original for Youku Cayman, one (1) original for WFOE, one (1) original for the Grantor,and (1) original for Shanghai Quan Toodou.

 

*[The space below is intentionally left blank.]*

 

32

----

 

**IN WITNESS WHEREOF,** all Parties hereto have caused this Agreement to be duly executed on their behalf by a duly authorized representative as of the date first written above.

** **
| **YOUKU TUDOU   INC.**                                        |                         |
|--------------------------------------------------------------------|------------------------------|
|                                                               |                         |
|                                                               |                         |
| By:                                                                | /s/ Victor Wing   Cheung Koo |   |
| Authorized   Representative: Victor Wing Cheung Koo                |                         |
|                                                               |                         |
|                                                               |                         |
| **RESHUFFLE   TECHNOLOGY (SHANGHAI) CO., LTD**                     |                         |
| (Company Seal)                                                     |                         |
|                                                               |                         |
|                                                               |                         |
| By:                                                                | /s/ YU Bin                   |   |
| Authorized   Representative: YU Bin                                |                         |
|                                                               |                         |
|                                                               |                         |
| **GRANTOR: Liu Dele**                                              |                         |
|                                                               |                         |
|                                                               |                         |
| By:                                                                | /s/ Liu Dele                 |   |
|                                                               |                         |
|                                                               |                         |
| **SHANGHAI QUAN TOODOU NETWORK SCIENCE AND TECHNOLOGY   CO., LTD** |
|                                                               |                         |
|                                                               |                         |
| By:                                                                | /s/ YU Zhou                  |   |
| Authorized   Representative: YU Zhou                               |                         |

 

33

----