Tudou (TUDO) F-1/A Registration statement (foreign) (amended)

		Exhibit 4.2
Name of Company:
TUDOU HOLDINGS LIMITED	TUDOU HOLDINGS LIMITED
Number:	Number	Ordinary Share(s)
		- [no. of shares]-
	Incorporated under the laws of the Cayman Islands
Ordinary Share(s):
- [no. of shares] -	Share capital isUS$1,000,000divided into
	(i)9,990,000,000 Ordinary Sharesof a par value ofUS$0.0001each, of which
	(a)12,357,500are designated as Class A Ordinary shares and (b)9,977,642,500are designated as Class B Ordinary shares,
	and
Issued to:	(ii)10,000,000 Preferred Sharesof a par value ofUS$0.0001each
[name of shareholder]
	THIS IS TO CERTIFY THAT[name of shareholder]is the registered holder of[no. of shares]Ordinary Share(s) in the above-named Company subject to the Memorandum and Articles of Association thereof.
Dated
	EXECUTED on behalf of the said Company on the      day of          2010 by:
Transferred from:

DIRECTOR

TRANSFER
I	(the Transferor) for the value received
DO HEREBY transfer to	(the Transferee) the
	shares standing in my name in the

undertaking calledTUDOU HOLDINGS LIMITED

To hold the same unto the Transferee

Dated

Signed by the Transferor

in the presence of:

Witness Transferor