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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
Notice of Exercise jointly issued by Venrock Associates V, L.P. |
Exhibit 10.6
NOTICE OF EXERCISE
To: | TUDOU HOLDINGS LIMITED (the “Company”) |
Each of the undersigned hereby conditionally elects to purchase all Series E Preferred Shares issuable pursuant to the terms of the warrants to purchase Series E Preferred Shares issued by the Company in the undersigned’s respective names (the “Warrants”), with such exercise (i) to be effective immediately prior to the closing of the IPO (as defined in the Warrants) of the Company and (ii) to be effective if and only if the per share price at which ordinary shares (or ADS securities representing an ordinary share) are sold to the public in the IPO equals or exceeds the exercise price per share of the Warrants. For the avoidance of doubt, an aggregate of 147,693 Series E Preferred Shares are issuable under the Warrants. This election may be revoked by the undersigned at any time prior to the effective time of the exercise of the Warrants.
If the conditions for exercise set forth above are satisfied, payment of the Exercise Price (as defined in the Warrant) required under the Warrant will be paid by wire transfer to an account to be designated by the Company, and original Warrants will be delivered to the Company, each within ten (10) business days after the exercise of the Warrants, as provided by the terms ofthe Warrants.
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.
VENROCK ASSOCIATES V, L.P. | ||
By: | Venrock Management V, LLC | |
Its: | General Partner | |
VENROCK PARTNERS V, L.P. | ||
By: | Venrock Partners Management V, LLC | |
Its: | General Partner | |
VENROCK ENTREPRENEURS FUND V, L.P. | ||
By: | VEF Management V, LLC | |
Its: | General Partner |
By: | /s/ David L. Stepp | |
Name: | David L. Stepp | |
Title: | Authorized Signatory | |
Address: | 3340 Hillview Avenue | |
Palo Alto, California 94304 | ||
USA |