AGREEMENT AND PLAN OF MERGER among ALIBABA INVESTMENT LIMITED, ALI ET INVESTMENT HOLDING LIMITED and AUTONAVI HOLDINGS LIMITED Dated as of April 11, 2014Agreement and Plan of Merger • May 6th, 2014 • Alibaba Group Holding LTD • New York
AGREEMENT AND PLAN OF MERGER, dated as of April 11, 2014 (this “Agreement”), among Alibaba Investment Limited, a company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), Ali ET Investment Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and AutoNavi Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
COMMERCIAL AGREEMENTCommercial Agreement • May 6th, 2014 • Alibaba Group Holding LTD • New York
This COMMERCIAL AGREEMENT, dated as of July 29, 2011 (the “Agreement”) is made and entered into by and between Alibaba Group Holding Limited (“Recipient”), on the one hand, and 浙江阿里巴巴电子商务有限公司 (Zhejiang Alibaba E-Commerce Co., Ltd.) (“HoldCo”) and 支付宝（中国）网络技术有限公司 (Alipay.com Co., Ltd.) (“Provider”), on the other hand (HoldCo, Provider and Recipient are sometimes referred to herein individually as a “Party” and collectively as the “Parties”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED SEPTEMBER 18, 2012 AMONG ALIBABA GROUP HOLDING LIMITED AND THE PERSONS WHOSE NAMES ARE SET OUT IN SCHEDULE 1Registration Rights Agreement • May 6th, 2014 • Alibaba Group Holding LTD • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), which amends and restates that Registration Rights Agreement, dated October 24, 2005 (the “2005 RRA”), among ALIBABA GROUP HOLDING LIMITED, a company incorporated in the Cayman Islands with its registered office at c/o Trident Trust Company (Cayman) Limited, Fourth Floor, One Capital Place, P.O. Box 847, Grand Cayman, Cayman Islands (the “Company”) of the first part; and THE PERSONS WHOSE NAMES ARE SET OUT IN SCHEDULE 1 THERETO, is adopted on this 18th day of September, 2012.
Exclusive Technical Service Agreement ScheduleExclusive Services Agreement • May 6th, 2014 • Alibaba Group Holding LTD
The material differences in the exclusive technical service agreements by and among the VIEs and the WFOEs in connection with our material contractual arrangements are set forth below. A copy of the English translation of the exclusive technical service agreement entered into by Taobao (China) Software Co., Ltd. and Zhejiang Taobao Network Co., Ltd. is filed as Annex A to the Exhibit 10.14.
Equity Pledge Agreement ScheduleEquity Pledge Agreement • May 6th, 2014 • Alibaba Group Holding LTD
The equity pledge agreements listed below entered into by and among the VIE Shareholders, the VIEs and the WFOEs in connection with our material contractual arrangements are typically identical in all material respects. A copy of the English translation of the equity pledge agreement entered into by and among Jack Ma, Simon Xie, Taobao (China) Software Co., Ltd. and Zhejiang Taobao Network Co., Ltd. is filed as Annex A to the Exhibit 10.13.
NEW SHAREHOLDERS AGREEMENT by and among Alibaba Group Holding Limited, Yahoo! Inc., SOFTBANK CORP., the Management Members (as defined herein) and certain other shareholders of Alibaba Group Holding Limited Dated as of September 18, 2012New Shareholders Agreement • May 6th, 2014 • Alibaba Group Holding LTD • New York
THIS NEW SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of September 18, 2012 is made and entered into by and among Alibaba Group Holding Limited (f/k/a Alibaba.com Corporation), a Cayman Islands company (the “Company”), Yahoo! Inc., a Delaware corporation (“Yahoo”), SOFTBANK CORP., a Japanese corporation (“SOFTBANK”) and the Management Members (as defined herein) (together with Yahoo and SOFTBANK, collectively the “Shareholders” and individually, a “Shareholder”) and certain other shareholders named on Schedule B as Subordinate Shareholders.
VOTING AGREEMENTVoting Agreement • May 6th, 2014 • Alibaba Group Holding LTD • New York
THIS VOTING AGREEMENT (this “Agreement”) is entered into as of May 20, 2012 by and among (i) Alibaba Group Holding Limited, a company organized under the laws of the Cayman Islands (the “Company”), (ii) SOFTBANK Corp., SOFTBANK BB Corp., SB China Holdings PTE Ltd., Jack Ma Yun and Joseph C. Tsai (collectively, the “Shareholders”) and (iii) Yahoo! Inc., a Delaware corporation (“Yahoo Inc.”), and Yahoo! Hong Kong Holdings Limited, a Hong Kong corporation (“YHK”, together with Yahoo Inc., “Yahoo”). The Company, the Shareholders and Yahoo are referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Share Repurchase Agreement referred to below. For clarity, “Shareholders” do not include, for purposes of this Agreement, Yahoo.
FIRST AMENDMENT TO SHARE REPURCHASE AND PREFERENCE SHARE SALE AGREEMENTShare Repurchase and Preference Share Sale Agreement • May 6th, 2014 • Alibaba Group Holding LTD • Hong Kong
This Amendment, dated as of September 11, 2012 (this “Amendment”), to the Share Repurchase and Preference Share Sale Agreement, dated as of May 20, 2012 (as amended, modified or supplemented from time to time in accordance with its terms, the “Agreement”), is by and among Alibaba Group Holding Limited (“AGH” or “Purchaser”), Yahoo! Inc. (“Yahoo!”) and Yahoo! Hong Kong Holdings Limited (“YHK”, and each of Yahoo! and YHK, a “Seller”, and together, the “Sellers”).
VOTING AGREEMENT by and among ALIBABA INVESTMENT LIMITED, ALI ET INVESTMENT HOLDING LIMITED and the Shareholders listed on Schedule A hereto Dated as of April 11 , 2014Voting Agreement • May 6th, 2014 • Alibaba Group Holding LTD • New York
This VOTING AGREEMENT, dated as of April 11 , 2014 (this “Agreement”), by and among Alibaba Investment Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), Ali ET Investment Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and the shareholders of AutoNavi Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”).
Loan Agreement ScheduleLoan Agreement • May 6th, 2014 • Alibaba Group Holding LTD
The material differences in the loan agreements by and among the VIE Shareholders and the WFOEs in connection with our material contractual arrangements are set forth below. A copy of the English translations of the loan agreements (as amended) entered into by and among Jack Ma, Simon Xie and Taobao (China) Software Co., Ltd. is filed as Annex A to the Exhibit 10.10.
FRAMEWORK AGREEMENT by and among ALIBABA GROUP HOLDING LIMITED, SOFTBANK CORP., YAHOO! INC., 支付宝（中国）网络技术有限公司 (ALIPAY.COM CO., LTD.), APN LTD., Jack Ma Yun, Joseph Chung Tsai, 浙江阿里巴巴电子商务有限公司 (ZHEJIANG ALIBABA E-COMMERCE CO., LTD.) and the Joinder...Framework Agreement • May 6th, 2014 • Alibaba Group Holding LTD • New York
This Framework Agreement, dated as of July 29, 2011 (this “Agreement”) is made and entered into by and among Alibaba Group Holding Limited, a company organized under the laws of the Cayman Islands (“Alibaba”), SOFTBANK CORP., a Japanese corporation and shareholder of Alibaba (“Softbank”), Yahoo! Inc., a Delaware corporation and shareholder of Alibaba (“Yahoo!”), 支付宝（中国）网络技术有限公司 (Alipay.com Co., Ltd.), a limited liability company organized under the laws of the People’s Republic of China (“OpCo”), APN Ltd., a company organized under the laws of the Cayman Islands (“IPCo”), 浙江阿里巴巴电子商务有限公司 (Zhejiang Alibaba E-Commerce Co., Ltd.), a limited liability company organized under the laws of the People’s Republic of China (“HoldCo”), the Joinder Parties and, solely with respect to the Sections referred to in Section 10.05, Jack Ma Yun (“JMY”) and Joseph Chung Tsai (“JT”). Alibaba, Softbank, Yahoo!, OpCo, IPCo, HoldCo, the Joinder Parties and, with respect to the referenced Sections, JMY and JT a
AMENDED AND RESTATED TECHNOLOGY AND INTELLECTUAL PROPERTY LICENSE AGREEMENT by and between YAHOO! INC. and ALIBABA GROUP HOLDING LIMITED September 18, 2012Technology and Intellectual Property License Agreement • May 6th, 2014 • Alibaba Group Holding LTD • California
This AMENDED AND RESTATED TECHNOLOGY AND INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”) is entered into as of September 18, 2012 (the “Amendment and Restatement Effective Date”) by and between YAHOO! INC., a Delaware corporation (“Yahoo!”); and ALIBABA GROUP HOLDING LIMITED (previously known as ALIBABA.COM CORPORATION), a Cayman Islands company (“Alibaba”) and amends and restates, as of the Amendment and Restatement Effective Date, that certain Technology and Intellectual Property License Agreement, dated as of October 24, 2005, by and between Yahoo! and Alibaba (the “Original Agreement”).
SHARE SUBSCRIPTION AND PURCHASE AGREEMENT among ALI WB INVESTMENT HOLDING LIMITED, SINA CORPORATION and WEIBO CORPORATION Dated as of April 29, 2013Share Subscription and Purchase Agreement • May 6th, 2014 • Alibaba Group Holding LTD • New York
SHARE SUBSCRIPTION AND PURCHASE AGREEMENT, dated as of April 29, 2013, among Ali WB Investment Holding Limited, an exempted company incorporated under the laws of the Cayman Islands (“Investor”), SINA Corporation, an exempted company incorporated under the laws of the Cayman Islands (“Parent”), and Weibo Corporation, an exempted company incorporated under the laws of the Cayman Islands (the “Company”).
CONVERTIBLE PREFERENCE SHARE PURCHASE AGREEMENT by and among ALIBABA GROUP HOLDING LIMITED and EACH OF THE INVESTORS (AS DEFINED HEREIN) dated as of October 15, 2012Convertible Preference Share Purchase Agreement • May 6th, 2014 • Alibaba Group Holding LTD • New York
This Undertaking shall take effect and shall become an integral part of the Convertible Preference Share Purchase Agreement immediately upon execution and delivery to the Company of this Undertaking. By signing below, the Company acknowledges receipt of written notice of the transfer to the Transferee of the Transferred Securities. Terms used herein and not defined shall have the meaning given them in the Convertible Preference Share Purchase Agreement or the terms of the Preference Shares.
AMENDMENT TO THE COMMERCIAL AGREEMENTThe Commercial Agreement • May 6th, 2014 • Alibaba Group Holding LTD
Reference is made to that certain Commercial Agreement, dated as of July 29, 2011 (the “Agreement”), made and entered into by and among Alibaba Group Holding Limited (“Recipient” or “Alibaba”), 浙江阿里巴巴电子商务有限公司 (Zhejiang Alibaba E-Commerce Co., Ltd.) (“HoldCo”) and 支付宝（中国）网络技术有限公司 (Alipay.com Co., Ltd.) (“Provider” or “OpCo”). Capitalized terms used herein and not defined in the Commercial Agreement will have the meanings specified in the Framework Agreement, dated July 29, 2011 (the “Framework Agreement”), by and among Alibaba, SOFTBANK CORP., Yahoo! Inc., OpCo, APN Ltd., HoldCo, the Joinder Parties (as defined therein) and, with respect to the Sections referred to in Section 10.05 therein, Jack Ma Yun and Joseph Chung Tsai.
Proxy Agreement ScheduleProxy Agreement • May 6th, 2014 • Alibaba Group Holding LTD
The material differences in the proxy agreements by and among the VIE Shareholders, the VIEs and the WFOEs in connection with our material contractual arrangements are set forth below. A copy of the English translation of proxy agreement entered into by and among Jack Ma, Simon Xie, Taobao (China) Software Co., Ltd. and Zhejiang Taobao Network Co., Ltd. is filed as Annex A to the Exhibit 10.12.
Exclusive Call Option Agreement ScheduleExclusive Call Option Agreement • May 6th, 2014 • Alibaba Group Holding LTD
The material differences in the exclusive call option agreements by and among the VIE Shareholders, the VIEs and the WFOEs in connection with our material contractual arrangements are set forth below. A copy of the English translation of the exclusive call option agreement entered into by and among Jack Ma, Simon Xie, Taobao (China) Software Co., Ltd. and Zhejiang Taobao Network Co., Ltd. is filed as Annex A to the Exhibit 10.11.
AMENDMENT TO THE ALIPAY FRAMEWORK AGREEMENTAlipay Framework Agreement • May 6th, 2014 • Alibaba Group Holding LTD
WHEREAS, reference is hereby made to that certain Framework Agreement, dated as of July 29, 2011 (the “Alipay Framework Agreement”), made and entered into by and among Alibaba Group Holding Limited (“Alibaba”), SOFTBANK CORP., Yahoo! Inc., 支付宝（中国）网络技术有限公司 (Alipay.com Co., Ltd.), 浙江阿里巴巴电子商务有限公司 (Zhejiang Alibaba E-Commerce Co., Ltd.), APN Ltd., the Joinder Parties (as defined therein) and, with respect to the Sections referred to in Section 10.05 therein, Jack Ma Yun and Joseph Chung Tsai;
SHARE PURCHASE AND INVESTOR RIGHTS AGREEMENT by and among ALIBABA GROUP HOLDING LIMITED, JACK YUN MA AND JOSEPH C. TSAI (FOR PURPOSES OF THE MANAGEMENT SECTIONS (AS DEFINED HEREIN) ONLY) and EACH OF THE INVESTORS IDENTIFIED ON SCHEDULE I HERETO dated...Share Purchase and Investor Rights Agreement • May 6th, 2014 • Alibaba Group Holding LTD • New York
This SHARE PURCHASE AND INVESTORS RIGHTS AGREEMENT (as amended from time to time in accordance with the terms hereof, this “Agreement”) is made as of August 27, 2012, by and among Alibaba Group Holding Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), Fengmao Investment Corporation, a limited liability company incorporated under the laws of the PRC (the “Lead Investor”) and an indirect wholly-owned subsidiary of CIC International Co., Ltd (“CIC International”), each of the other persons and entities listed on the Schedule of Investors on Schedule I hereto (together with the Lead Investor, the “Investors”, and each of them an “Investor”) and, for purposes of the Management Sections only, Jack Yun Ma (“JM”) and Joseph C. Tsai (“JT”). The Company, JM, JT and each Investor are referred to herein as a “Party” and, collectively, as the “Parties”.
Voting Agreement ScheduleVoting Agreement • May 6th, 2014 • Alibaba Group Holding LTD • New York
This VOTING AGREEMENT (this “Agreement”) is entered into as of September 22, 2011, by and among the Person listed on Schedule 1 hereto (each, together with its transferees that agree to adhere to this Agreement by executing a joinder agreement in the form of Exhibit A attached hereto, a “Shareholder” and, collectively, the “Shareholders”) and Dawn VA Ltd., a Cayman Islands exempted company (“Proxyholder”). Defined terms used but not defined herein shall have the meaning given them in the Framework Agreement, dated as of the date hereof (the “Framework Agreement”), by and among Yunfeng e-Commerce A Fund, L.P., Yunfeng e-Commerce B Fund, L.P. and JM and JT.
SHARE REPURCHASE AND PREFERENCE SHARE SALE AGREEMENT by and between ALIBABA GROUP HOLDING LIMITED, YAHOO! INC., and YAHOO! HONG KONG HOLDINGS LIMITED dated as of May 20, 2012Share Repurchase and Preference Share Sale Agreement • May 6th, 2014 • Alibaba Group Holding LTD • New York
THIS SHARE REPURCHASE AND PREFERENCE SHARE SALE AGREEMENT, dated as of May 20, 2012 (this “Agreement”), is made and entered into by and between Alibaba Group Holding Limited, a Cayman Islands company (“AGH” or “Purchaser”), Yahoo! Inc., a Delaware corporation (“Yahoo!”), and Yahoo! Hong Kong Holdings Limited, a Hong Kong corporation (“YHK”, and each of Yahoo! and YHK, a “Seller”, and together, the “Sellers”). Purchaser and each Seller are referred to herein as a “Party” and, collectively, as the “Parties”.
EXECUTION COPY SECOND AMENDMENT TO THE ALIPAY FRAMEWORK AGREEMENTAlipay Framework Agreement • May 6th, 2014 • Alibaba Group Holding LTD • New York
This Second Amendment to the Alipay Framework Agreement, dated as of May 3, 2014 (this “Amendment”), is made and entered into by and among Alibaba Group Holding Limited, a company organized under the laws of the Cayman Islands (“Alibaba”), SoftBank Corp., a Japanese corporation and shareholder of Alibaba (“SoftBank”), Yahoo! Inc., a Delaware corporation and shareholder of Alibaba (“Yahoo”), 支付宝（中国）网络技术有限公司 (Alipay.com Co., Ltd.), a limited liability company organized under the laws of the People’s Republic of China (“OpCo”), APN Ltd., a company organized under the laws of the Cayman Islands (“IPCo”), 浙江阿里巴巴电子商务有限公司 (Zhejiang Alibaba E-Commerce Co., Ltd.), a limited liability company organized under the laws of the People’s Republic of China (“HoldCo”), the Joinder Parties and, solely with respect to the Sections referred to in Section 10.05 of the Framework Agreement (as defined below), Jack Ma Yun (“JMY”) and Joseph Chung Tsai (“JT”). Alibaba, SoftBank, Yahoo, OpCo, IPCo, HoldCo, the
SECOND AMENDMENT TO SHARE REPURCHASE AND PREFERENCE SHARE SALE AGREEMENTShare Repurchase and Preference Share Sale Agreement • May 6th, 2014 • Alibaba Group Holding LTD
THIS AMENDMENT, dated as of October 14, 2013 (the “Amendment”), to the Share Repurchase and Preference Share Sale Agreement, dated as of May 20, 2012, as amended by the First Amendment to Share Repurchase and Preference Share Sale Agreement, dated as of September 11, 2012 (the “Agreement”), is by and among Alibaba Group Holding Limited, a Cayman Islands company (“AGH”), Yahoo! Inc., a Delaware corporation (“Yahoo!”), and Yahoo! Hong Kong Holdings Limited, a Hong Kong corporation (“YHK”).
WAIVER AND CONSENT AGREEMENTWaiver and Consent Agreement • May 6th, 2014 • Alibaba Group Holding LTD
This Waiver and Consent Agreement (this “Waiver and Consent”) is entered into as of January 23, 2014, by and among Alibaba Group Holding Limited, a company organized under the laws of the Cayman Islands (“Alibaba”), SoftBank Corp., a Japanese corporation and shareholder of Alibaba (“SoftBank”), Yahoo! Inc., a Delaware corporation and shareholder of Alibaba (“Yahoo!”), 支付宝（中国）网络技术有限公司(Alipay.com Co., Ltd.), a limited liability company organized under the laws of the People’s Republic of China (“OpCo”), APN Ltd., a company organized under the laws of the Cayman Islands (“IPCo”), 浙江阿里巴巴电子商务有限公司 (Zhejiang Alibaba E-Commerce Co., Ltd.), a limited liability company organized under the laws of the People’s Republic of China (“HoldCo”), the Joinder Parties (as defined in the Agreement), Jack Ma Yun (“JM”), Joseph Chung Tsai (“JT”), and, solely for purposes of Section 3 herein, the Management Members’ Representative (as defined in that certain New Shareholders Agreement dated as of September 18
CONVERTIBLE PREFERENCE SHARE PURCHASE AGREEMENT by and between ALIBABA GROUP HOLDING LIMITED and EACH OF THE INVESTORS (AS DEFINED HEREIN) dated as of August 31, 2012Convertible Preference Share Purchase Agreement • May 6th, 2014 • Alibaba Group Holding LTD • New York
This Undertaking shall take effect and shall become an integral part of the Convertible Preference Share Purchase Agreement immediately upon execution and delivery to the Company of this Undertaking. By signing below, the Company acknowledges receipt of written notice of the transfer to the Transferee of the Transferred Securities. Terms used herein and not defined shall have the meaning given them in the Convertible Preference Share Purchase Agreement or the terms of the Preference Shares.
INTELLECTUAL PROPERTY LICENSE AND SOFTWARE TECHNOLOGY SERVICES AGREEMENTSoftware Technology Services Agreement • May 6th, 2014 • Alibaba Group Holding LTD • New York
ALIBABA GROUP HOLDING LIMITED THE COMPANIES NAMED HEREIN as Original Guarantors arranged by THE FINANCIAL INSTITUTIONS NAMED HEREIN as Mandated Lead Arrangers THE FINANCIAL INSTITUTIONS NAMED HEREIN as Original Lenders with CITICORP INTERNATIONAL...Facilities Agreement • May 6th, 2014 • Alibaba Group Holding LTD • England
