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Tudou Holdings Ltd – ‘F-1’ on 11/9/10 – EX-10.43

On:  Tuesday, 11/9/10, at 11:07am ET   ·   Accession #:  1193125-10-253543   ·   File #:  333-170485

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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

Registration Statement of a Foreign Private Issuer   —   Form F-1
Filing Table of Contents

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                                          


EX-10.43   —   English Translation of Lease Extension Agreement


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  English Translation of Lease Extension Agreement  

 

Exhibit 10.43

English Translation

Lease Extension Agreement

in respect of

Room 02-03, 6/F, Yongxin Plaza

Between

Shanghai Yongtai Real Estate Development Co., Ltd.

And

Quan Toodou Network Science and Technology Co., Ltd.

April 2010

 

1


 

TU201004212360IOC

Yongtai Plaza Lease Extension Agreement

Lessor: Shanghai Yongtai Real Estate Development Co., Ltd. (hereinafter referred to as “Party A”)

Legal address at Yongxin Plaza, No.128 of West Nanjing Road, Shanghai, PRC, 200003

Authorized signatory:

Tel.: 86-21-6350-0883

Fax: 86-21-6350-8135

Lessee: Quan Toodou Network Science and Technology Co., Ltd. (hereinafter referred to as “Party B”)

Legal address: Room#02-03, 6/F, Yongxin Plaza, No.128 of West Nanjing Road, Shanghai, PRC, 200003

Authorized signatory:

Tel.: 86-21-6358 7770

Fax: 86-21-6358 3609

WHEREAS:

 

1.

In 2008 Party A and Party B signed the lease contract (hereinafter referred to as the “Original Lease Contract) under which Party B leases for office purpose from Party A Room#602-603 (698.97m2 in construction area) on the 6th Floor of Yongxin Plaza at No.128 of West Nanjing Road, Huangpu District of Shanghai, PRC (hereinafter referred to as the “Premises”). The lease term agreed in the Original Lease Contract is two years beginning on June 1, 2008 and ending on May 31, 2010,

 

2. On March 16, 2010, Party B sent Party A a notice expressing its intention to renew the lease of the Premises under the same conditions and Party A has agreed to renew the lease of the Premises to Party B,

 

2


 

NOW, THEREFORE, Party A and Party B, after negotiations, hereby enter into this lease extension agreement (hereinafter referred to as the “Lease Extension Agreement”) as follows:

I. Definitions

Unless otherwise defined or indicated herein, the terms used herein shall have the same definitions as those used in the Original Lease Contract.

II. Premises and area

Party B hereby renews the lease for the Premises located at Room#602-603 on the 6th Floor of Yongxin Plaza at No.128 of West Nanjing Road, Huangpu District of Shanghai, PRC. The Premises have a construction area of 698.97m2 which has already been confirmed by both parties and will not change as a result of actual measurement or administrative registration or any other reason. During the original lease term, Party B has confirmed that there is no defect in either the property right or its architectural structure, so it meets the condition for office use.

III. Renewal term and rent-free period

Both parties hereby agree that Party B renews the lease of the Premises for twenty-six (26) months (including 2 rent-free months) beginning on June 1, 2010 and ending on July 31, 2012 (hereinafter referred to as the “Renewal Term”). The rent-free period provided by Party A to Party B consists of (1) the part that begins on June 1, 2011 and ends on June 30, 2011, and (2) the part that begins on July 1, 2012 and ends on July 31, 2012. During the rent-free period, Party B does not have to pay the rent, but shall pay other fees (including but not limited to all the fees incurred inside or in relation to the Premises, e.g. telecommunication fee, electricity fee, water fee, overtime air conditioning fee, etc) and the property management fee in full.

IV. Rent for the renewal term

 

1. The rent for the Premises leased to Party B shall be calculated on the basis of the above-said construction area thereof.

 

2. During the renewal term, the daily rent for the Premises is RMB8.5 (in words: Renminbi eight point five ONLY) per square meter of construction area which translates into a monthly rent of RMB180,714.85 in total (in words: Renminbi one hundred eighty thousand seven hundred fourteen point eighty five).

V. Property management fee and other fees

 

1. During the renewal term, the property management fee for the Premises is RMB30.50 (in words: Renminbi thirty point five) per square meter of construction area per month.

 

3


 

2. During the renewal term, Party A and the property management company designated thereby shall have the right to adjust the property management fee for the Premises by giving Party B a written notice according to the actual expenditures on property management of the building and the Premises.

 

3. Each party shall bear respectively all the taxes and fees incurred thereby for or in relation hereto in accordance with relevant laws.

 

4. Each party shall bear respectively all the lawyer’s fees incurred thereby for or in relation hereto.

 

5. Party B shall pay the electricity fee for the actual consumption of electricity as indicated on the kilo-watt hour meter installed inside the Premises.

 

6. Party B shall be responsible for the cleaning and maintenance of the part dedicated to Party B inside the Premises and for all the expenses incurred as a result of such cleaning and maintenance. If Party B requests to additional property management services, it shall consult with the property management company designated by Party A and bear all the additional expenses.

VI. Payment of rent and property management fee

 

1. During the renewal term, rent, property management fee and other fees will be denominated and paid by Party B in Renminbi to Party A or the property management company designated thereby in accordance with the requirements of Party A.

 

2. Rent and property management fee will be accrued on and from June 1, 2010. The rent and property management fee for the first month shall be paid on or before this date. For every subsequent month, the rent and property management fee shall be paid on or before the first business day of the same month. Neither the rent nor the property management fee for the first month shall be used to offset any agreed deposit.

 

3. If Party B delays in paying the rent or any other fee, it shall pay 0.05% of the overdue rent per delayed day as the late fee.

 

4. Any account payable by Party B in Renminbi shall be paid to the following bank account of Party A:

 

  Renminbi account: 310066771018170051664

 

  Opening bank: Bank of Communications, Shanghai Lujiazui Sub-branch

VII. Deposit

 

1. Party B shall, on the basis of the rent and property management fee rates determined for the Premises herein, pay to Party A a deposit equal to three (3) months’ rent and property management fee for the Premises, totaling RMB606,100.32 (in words: Renminbi six hundred six thousand one hundred point thirty-two). Considering the fact that Party B has already paid a deposit of RMB606,100.32 (in words: Renminbi six hundred six thousand one hundred point thirty-two) to Party A under the Original Lease Contract, so Party B does not have to pay the deposit hereunder.

 

4


 

2. The deposit refunded by Party A to Party B will be interest-free. Within the renewal term hereunder, Party B shall not use the above-mentioned deposit to offset any rent or any other fee. If the above-mentioned deposit becomes insufficient after deduction by Party A or there is any risk of such insufficiency due to any reason on the part of Party B or due to any other reason, Party B shall timely supplement the difference.

VIII. Insurance

Within the renewal term, Party B shall continue to procure necessary insurance coverage for the properties in the Premises but belonging to Party B and for any third-party liability resulting from any reason on the part of Party B itself. If requested by Party A, Party B shall produce the policies for such insurances. Party B shall be solely responsible for all the losses incurred as a result of Party B’s failure or refusal to procure such insurance coverage, Party A or property management company not involved.

IX. Further renewal

 

1. After the expiration of the renewal term hereunder, Party B may further renew the lease of the Premises. However, at least three (3) months before the expiration of the Renewal Term hereunder, Party B shall give Party A a written notice indicating whether or not to further renew the lease, i.e. before all the lease contracts of Party B for the houses within this building expire, the further renewal may be discussed and negotiated together. If Party B requests further renewal, it shall negotiate with and obtain written consent from Party A and under the same conditions have the right of priority. If Party B fails to give the notice by the specified time, it shall be regarded as a decision not to further renew the lease.

 

2. The rent for further renewal will be separately negotiated and determined by both parties.

 

3. During the term of further renewal, the rights and obligations of both parties shall be separately negotiated and determined by both parties.

 

5


 

X. Retention of rights

 

1. Party A and Party B acknowledge and agree that, after this Lease Extension Agreement takes effect, Party B shall continue to perform any of its obligations not performed or not fully performed under the Original Lease Contract.

 

2. Execution hereof does not mean that Party A has waived its right to request Party B to perform any of its obligations not performed or not fully performed under the Original Lease Contract or to claim damages from Party B based on such right.

XI. Defaulting Liabilities

 

1. Party B hereby agrees that, if Party B fails to renew the lease of the Premises from Party A after execution hereof, Party A shall have the right to confiscate all the deposit already paid by Party B to Party A or to claim from Party B liquidated damages in an amount equal to all the deposit. Party A hereby agrees that, if Party A fails to renew the lease of the Premises to Party B after execution hereof, Party A shall refund the deposit in full and pay another amount equal to the deposit to Party B as liquidated damages.

 

2. During the Renewal Term hereunder, if this Contract is terminated earlier by Party B or by Party A according to the provisions of Article 24 of the Original Lease Contract, it shall be regarded as a material default on the Party B. In such a case, Party A shall have the right to confiscate all the deposit already paid by Party B and Party B shall pay to Party A all the rent incurred during the period from the day of default to the day on which the agreed lease term hereunder expires as the liquidated damages. If the confiscated deposit and liquidated damages are insufficient to cover all the losses and damages suffered by Party A as a result (including but not limited to rent, property management fee and lawyer’s fees, cost of restoration, etc), Party B must supplement the difference immediately upon receipt of the notice from Party A. However, if Party B unilaterally rescinds this Contract by giving Party A six months’ written notice within the Renewal Term hereunder, no matter what the reason may be, it shall not be regarded as a default and in such a case Party B is not liable to Party A for any default or compensation, except for paying Party A the rent for the rent-free period (if any) which has already been enjoyed by Party B before such earlier termination.

In contrast, if Party A unilaterally terminates this Contract not due to any reason specified in any applicable law or under Article 24 of the Original Lease Contract, Party B, in addition to requesting Party A to refund the deposit in full, shall also have the right to request Party A to pay liquidated damages which shall be equal to one hundred percent (100%) of the rent for the period beginning on the day when use of the Premises by Party B is terminated and ending on the day when the Renewal Term hereunder expires. However, if Party A unilaterally rescinds this Contract by giving Party B six months’ written notice within the renewal term hereunder and recovers the Premises earlier, no matter what the reason may be, it shall not be regarded as a default and in such a case Party A is not liable to Party B for any default or compensation, except for refunding to Party B the deposit previously paid by Party B.

 

6


 

XII. Restoration

Before the renewal term hereunder expires or Party B terminates this Contract before the renewal term hereunder expires, Party B shall at its own expense restore the Premises (except natural wear) and demolish and remove all of its furniture, decorative articles, additions, etc from the Premises and at the same time repair all the damages to the Premises resulting from such removal. If Party B refuses or fails to perform any of its obligations as mentioned above, no matter what the reason may be, Party A shall have the right to deduct an appropriate amount from the rent and property management fee deposit and use the deducted amount to finish such restoration, demolishment, removal and repair without separately notifying Party B. If the deposit is insufficient to cover the costs needed by Party A for finishing such works, Party B shall compensate Party A for the difference.

XIII. Confidentiality

Party B hereby agrees to keep in strict confidence and not disclose to any third party any of the terms and conditions herein. This also applies to all the affiliates and agents of Party B.

XIV. Other issues

 

1. It is hereby agreed and acknowledged by Party B that Party B has no right of first refusal (including that when Party A sells the Premises or any part thereof) or any other similar right to the Premises. If any law or regulation grants Party B any other right of first refusal (including that when Party A sells the Premises or any part thereof) or any other similar right to the Premises, Party B hereby expressly waives such right of refusal or any other similar right. Any issue not covered herein shall be executed in accordance with the provisions of the Original Lease Contract.

 

2. If Party B breaches any provision herein, Party A will be exempted from any responsibility or liability for any action taken thereby for self-remedy, including but not limited to stopping providing Party B with office conditions, recovering the Premises, etc, and Party B shall not hold Party A liable or responsible for any default or compensation.

XV. Original Lease Contract

The original Lease Contract is an integral part hereof. Where this Lease Extension Agreement conflicts with the Original Lease Contract, the former shall prevail. Any issue not covered herein shall be executed in accordance with the provisions of the Original Lease Contract.

XVI. Languages

This Lease Extension Agreement is made in Chinese and, if it is translated into any other language, the Chinese version shall prevail.

 

7


 

XVII. Effectiveness and versions

This Contract will take effect after being affixed with the company seals of both Party A and Party B. This Contract has four counterparts, two for each of Party A and Party B, all of which have the same legal force and effect.

 

8


 

[SIGNATURE PAGE AND NO TEXT]

Party A: Shanghai Yongtai Real Estate Development Co., Ltd. (company seal)

[seal: Shanghai Yongtai Real Estate Development Co., Ltd.]

Authorized representative (signature):

Party B: Quan Toodou Network Science and Technology Co., Ltd. (company seal)

[seal: Quan Toodou Network Science and Technology Co., Ltd.]

Authorized representative (signature): /s/ Wei Wang

Date: April 27, 2010

 

9


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘F-1’ Filing    Date    Other Filings
7/31/126-K
7/1/12
6/30/11
6/1/11
Filed on:11/9/10F-6
6/1/10
5/31/10
4/27/10
3/16/10
6/1/08
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Filing Submission 0001193125-10-253543   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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