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As Of Filer Filing For·On·As Docs:Size Issuer Agent 11/09/10 Tudou Holdings Ltd F-1 61:8.6M RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: F-1 Registration Statement of a Foreign Private Issuer HTML 2.30M 2: EX-3.1 Memorandum and Articles of Association of the HTML 335K Registrant 9: EX-4.10 Agreement for the Transfer and Assumption of HTML 119K Obligations 3: EX-4.4 Series D Preferred Shares Purchase Agreement, HTML 314K Dated as of March 26, 2008 4: EX-4.5 Series E Preferred Shares Purchase Agreement, HTML 322K Dated as of July 16, 2010 5: EX-4.6 Fifth Amended and Restated Shareholders' HTML 390K Agreement, Dated as of July 28, 2010 6: EX-4.7 Fourth Amended and Restated Right of First Refusal HTML 164K and Co-Sale Agreement 7: EX-4.8 Fourth Amended and Restated Voting Agreement, HTML 207K Dated as of July 28, 2010 8: EX-4.9 Sale and Purchase Agreement, Dated as of September HTML 237K 21, 2010 10: EX-10.1 2010 Share Incentive Plan HTML 121K 19: EX-10.10 English Translation of Form of Labor Contracts HTML 120K 20: EX-10.11 English Translation of Loan Agreement, Dated as of HTML 40K May 10, 2006 21: EX-10.12 English Translation of Proxy Agreement, Dated as HTML 54K of May 10, 2006 22: EX-10.13 English Translation of Amended Exclusive Call HTML 85K Option Agreement 23: EX-10.14 English Translation of Intellectual Property HTML 40K Transfer Agreement 24: EX-10.15 English Translation of Equipment Transfer HTML 43K Agreement 25: EX-10.16 English Translation of Loan Agreement, Dated as of HTML 41K April 30, 2008 26: EX-10.17 English Translation of Loan Agreement, Dated as of HTML 40K October 28, 2009 27: EX-10.18 English Translation of Form of Technology HTML 67K Development Contract 28: EX-10.19 English Translation of Equity Interest Pledge HTML 59K Agreement 11: EX-10.2 Form of Option Exchange Agreements HTML 70K 29: EX-10.20 English Translation of Loan Agreement, Dated as of HTML 38K May 28, 2010 30: EX-10.21 English Translation of Exclusive Consultancy and HTML 70K Service Agreement 31: EX-10.22 English Translation of Supplemental Contract, HTML 29K Dated as of August 31, 2010 32: EX-10.23 English Translation of Loan Agreement, Dated as of HTML 39K April 20, 2009 33: EX-10.24 English Translation of Proxy Agreement, Dated as HTML 43K of May 20, 2009 34: EX-10.25 English Translation of Exclusive Call Option HTML 82K Agreement 35: EX-10.26 English Translation of Loan Agreement, Dated as of HTML 39K July 25, 2009 36: EX-10.27 English Translation of Equity Interest Pledge HTML 61K Agreement 37: EX-10.28 English Translation of Exclusive Consultancy and HTML 69K Service Agreement 38: EX-10.29 English Translation of Supplemental Contract, HTML 27K Dated as of August 31, 2010 12: EX-10.3 Form of Warrant Exchange Agreements, Dated as of HTML 107K September 21, 2010 39: EX-10.30 English Translation of Loan Agreement, Dated as of HTML 39K February 20, 2009 40: EX-10.31 English Translation of Proxy Agreement, Dated as HTML 42K of March 2, 2009 41: EX-10.32 English Translation of Exclusive Call Option HTML 83K Agreement 42: EX-10.33 English Translation of Equity Interest Pledge HTML 54K Agreement, Dated July 1, 2009 43: EX-10.34 English Translation of Equity Interest Pledge HTML 55K Agreement 44: EX-10.35 English Translation of Exclusive Consultancy and HTML 68K Service Agreement 45: EX-10.36 English Translation of Supplemental Contract, HTML 27K Dated as of August 31, 2010 46: EX-10.37 English Translation of Lease Agreement, Dated as HTML 95K of February 21, 2008 47: EX-10.38 English Translation of Lease Contract, Dated as of HTML 49K August 10, 2008 48: EX-10.39 English Translation of House Lease Contract, Dated HTML 127K as of March 13, 2009 13: EX-10.4 Warrant Exchange Agreement, Dated as of September HTML 89K 21, 2010 49: EX-10.40 English Translation of House Lease Contract HTML 105K 50: EX-10.41 English Translation of Lease Contract, Dated as of HTML 91K March 20, 2009 51: EX-10.42 English Translation of Lease Contract HTML 99K 52: EX-10.43 English Translation of Lease Extension Agreement HTML 48K 53: EX-10.44 English Translation of Lease Contract HTML 51K 14: EX-10.5 Form of Notices of Exercise Issued by Certain HTML 30K Warrant Holders of the Registrant 15: EX-10.6 Notice of Exercise Jointly Issued by Venrock HTML 24K Associates V, L.P. 16: EX-10.7 Form of Indemnification Agreement With the HTML 69K Registrant's Directors and Officers 17: EX-10.8 Director Agreement, Dated as of October 28, 2010 HTML 41K 18: EX-10.9 Director Agreement, Dated as of October 28, 2010 HTML 42K 54: EX-21.1 Subsidiaries of the Registrant HTML 25K 55: EX-23.1 Consent of Independent Registered Public HTML 20K Accounting Firm 56: EX-23.5 Consent of Sinomonitor HTML 21K 57: EX-23.6 Consent of Cr-Nielsen Information Technology Co., HTML 20K Ltd. 58: EX-23.7 Consent of Ted Tak-Tai Lee, An Independent HTML 21K Director Appointee 59: EX-23.8 Consent of Chun Liu, An Independent Director HTML 21K Appointee 60: EX-99.1 Code of Business Conduct and Ethics HTML 79K 61: EX-99.2 Opinion of Fangda Partners Regarding Certain Prc HTML 47K Legal Matters
Form of Notices of Exercise issued by certain warrant holders of the Registrant |
Exhibit 10.5
NOTICE OF EXERCISE
To: | TUDOU HOLDINGS LIMITED (the “Company”) |
The undersigned hereby elects to purchase Column A Series E Preferred Shares pursuant to the terms of the attached Warrant (the “Warrant”) immediately prior to the closing of the IPO (as defined in the Warrant) of the Company. Payment of the Exercise Price (as defined in the Warrant) required under the Warrant accompanies this notice or herewith tenders payment by wire transfer to an account previously designated by the Company.
The undersigned hereby represents and warrants that the undersigned is acquiring such shares for its own account for investment purposes only, and not for resale or with a view to distribution of such shares or any part thereof.
Attachment:
TUDOU HOLDINGS LIMITED
WARRANT TO PURCHASE SERIES E OR SERIES D PREFERRED SHARES
Column A | Column B |
Column D |
Column E | |||||||
1 | 923,088 | GGV II Delaware L.L.C. By Granite Global Ventures II L.P. Its Member By Granite Globla Ventures II L.L.C., Its General Partner |
Hany Nada | Managing Director | 2494 Sand Hill Road Suite 100 Menlo Park, CA 94025 USA | |||||
2 | 923,088 | CRESCENT PEAK II LIMITED | David Hand | Director | c/o one Temasek Avenue Millenia Tower #20-01 Singapore 039192 | |||||
3 | 369,235 | IDG Technology Venture Investment IV, L.P. | Hugo Shong | Authorized Signatory | N/A | |||||
4 | 395,660 | GENERAL CATALYST GROUP IV, L.P.
By: General Catalyst Partners IV, L.P. its General Partner
By: General Catalyst GP IV, LLC its General Partner |
David J. Orfao | Managing Member | N/A | |||||
5 | 10,497 | GC ENTREPRENEURS FUND IV, L.P.
By: General Catalyst Partners IV, L.P. its General Partner
By: General Catalyst GP IV, LLC its General Partner |
David J. Orfao | Managing Member | N/A | |||||
6 | 6,461,617 | Sennett Investments (Mauritius) Pte Ltd. |
Juliet TEO JS | Authorized Signatory | 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891 c/o IMM, Les Cascades Building Edith Cavell Street Port Louis, Mauritius |