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Tudou Holdings Ltd – ‘F-1’ on 11/9/10 – EX-10.22

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-10.22   —   English Translation of Supplemental Contract, Dated as of August 31, 2010


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



  English Translation of Supplemental Contract, dated as of August 31, 2010  

 

Exhibit 10.22

English Translation

SUPPLEMENTAL CONTRACT

THIS SUPPLEMENTAL CONTRACT (hereinafter, “this Contract) is entered into in Shanghai as of August 31, 2010 by and between the following Parties:

1. Wei Wang, a PRC citizen (identity card number: 350102197305080452)

2. Zhiqi Wang, a PRC citizen (identity card number: 110108197501052225)

(Wei Wang and Zhiqi Wang are hereinafter referred to collectively as the “Borrowers”.)

3. Reshuffle Technology (Shanghai) Co., Ltd., a wholly foreign-owned enterprise duly organized and validly existing under the PRC laws, having its legal address at Room 22301-1007, Building 14, Pudong Software Park, No. 498 Guoshoujing Road, Zhangjiang High-tech Park, Shanghai (hereinafter referred to as the “Lender”).

(In this Contract, the aforesaid parties are hereinafter referred to individually as a “Party” and collectively as the “Parties”.)

WHEREAS,

1. The Borrowers and the Lender have entered into the following loan agreements (collectively, the “Loan Agreements”):

(1) the Loan Agreement dated May 10, 2006, under which the Lender provides the Borrowers with a loan with a total principal of RMB ten million (RMB10,000,000). The loan term thereunder is five (5) years, counted from its effective date;

(2) the Loan Agreement dated April 30, 2008, under which the Lender provides the Borrowers with a loan with a total principal of RMB ten million (RMB10,000,000). The loan term thereunder is five (5) years, counted from its effective date;

(3) the Loan Agreement dated October 28, 2009, under which the Lender provides the Borrowers with a loan with a total principal of RMB ten million (RMB10,000,000). The loan term thereunder is five (5) years, counted from its effective date;

(4) the Loan Agreement dated May 28, 2010, under which the Lender provides the Borrowers with a loan with a total principal of RMB twenty million (RMB20,000,000). The loan term thereunder commences as of the date when the Lender provides the loan and ends on the fifth (5th) anniversary of its effective date.

2. The Borrowers and the Lender had entered into the Equity Interest Pledge Agreement on February 26, 2010, under which the Borrowers pledge all their respective equity interests in Quan Toodou Network Science and Technology Co., Ltd. (the “Company”) to the Lender. The Parties have handled the procedures of equity interest pledge registration at Pudong New Area Branch, Shanghai Administration of Industry and Commerce (the “Equity Interest Pledge”).

 

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3. The Parties agree to renew the loan term under each such Loan Agreement upon its expiry.

NOW, THEREFORE, the Parties, after friendly negotiations, hereby agree as follows:

1. Subject to the fulfillment of the provisions of Article 2 and Article 3 hereof, the Parties agree that the loan term of each such Loan Agreement will be automatically renewed for a period of [five (5) years] (the “Renewal Period”) upon its expiry. If, within the Renewal Period of each such Loan Agreement, (i) the operation duration of the Lender (including any extension thereto as may be made from time to time) expires or (ii) the operation duration of Quan Toodou Network Science and Technology Co., Ltd. (including any extension thereto as may be made from time to time) expires, then the renewed loan term of each Loan Agreement shall expire on that date (whichever is earlier). The provision about automatic renewal in this article shall automatically apply upon expiry of the Renewal Period of each Loan Agreement.

2. As a condition for the renewal of the loan term, the Borrowers agree to continue to pledge all their respective equity interests held in the Company to the Lender within the Renewal Period, as its guarantee for the loan under each Loan Agreement.

3. The Parties further agree, within [three (3) months] prior to the expiration of the loan term of the relevant Loan Agreement, to execute all such written documents and take all such actions as may be necessary or desirable to give effect to the renewal of the relevant Loan Agreement pursuant to this Contract and complete the change registration procedures of the Equity Interest Pledge as the guarantee for the performance of each renewed Loan Agreement by the Borrowers.

4. This Contract shall be governed by the PRC laws. Any dispute arising hereunder and in connection herewith shall be settled through consultations between the Parties, and if no agreement regarding such dispute can be reached within thirty (30) days upon its occurrence, such dispute shall be submitted to the Shanghai Sub-commission of China International Economic and Trade Arbitration Commission for arbitration in Shanghai in accordance with the arbitration rules thereof, and the arbitration award shall be final and binding on the Parties

5. This Contract shall become effective upon due execution by the Parties.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

 

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[SIGNATURE PAGE]

IN WITNESS WHEREOF, the Parties have caused this Contract to be executed as of the date as first set forth above.

Wei Wang

Signature: /s/ Wei Wang

Zhiqi Wang

Signature: /s/ Zhiqi Wang

Reshuffle Technology (Shanghai) Co., Ltd.

[seal: Reshuffle Technology (Shanghai) Co., Ltd.]

 

By:     /s/ Wei Wang        

Name:

Position:

 

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘F-1’ Filing    Date    Other Filings
Filed on:11/9/10F-6
8/31/10
5/28/10
2/26/10
10/28/09
4/30/08
5/10/06
 List all Filings 
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Filing Submission 0001193125-10-253543   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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