[EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of March 11, 2012 among Youku Inc., Tudou Holdings Limited and Two Merger Sub Inc. AGREEMENT AND PLAN OF MERGER ARTICLE I THE MERGER Section 1.1 The Merger 2 Section 1.2 Effective Time 2 Section 1.3 Closing of the Merger 2 Section 1.4 Effects of the Merger 2 Section 1.5 Memorandum] [EXECUTION VERSION VOTING AGREEMENT By and among YOUKU INC. And THE SHAREHOLDER PARTY HERETO Dated as of March 11, 2012 TABLE OF CONTENTS Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6] [EXECUTION VERSION VOTING AGREEMENT By and among YOUKU INC. And THE SHAREHOLDER PARTY HERETO Dated as of March 11, 2012 TABLE OF CONTENTS Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6] [EXECUTION VERSION VOTING AGREEMENT By and among YOUKU INC. And THE SHAREHOLDERS PARTY HERETO Dated as of March 11, 2012 TABLE OF CONTENTS Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6] [EXECUTION VERSION VOTING AGREEMENT By and among YOUKU INC. And THE SHAREHOLDERS PARTY HERETO Dated as of March 11, 2012 TABLE OF CONTENTS Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6] [EXECUTION VERSION VOTING AGREEMENT By and among YOUKU INC. And THE SHAREHOLDERS PARTY HERETO Dated as of March 11, 2012 TABLE OF CONTENTS Page ARTICLE I GENERAL 3 Section 1.1 Defined Terms 3 ARTICLE II VOTING 5 Section 2.1 Agreement to Vote 5 Section 2.2 Grant of Proxy 6] [CUSIP No. 89903 T 10 7]