{"id":43567,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/secondary-share-purchase-agreement-with-certain-alibaba.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"secondary-share-purchase-agreement-with-certain-alibaba","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/secondary-share-purchase-agreement-with-certain-alibaba.html","title":{"rendered":"Secondary Share Purchase Agreement with Certain Alibaba Shareholders"},"content":{"rendered":"
SECONDARY SHARE\nPURCHASE AGREEMENT<\/p>\n
by and among<\/p>\n
Yahoo! Inc.,<\/p>\n\n\n\n\n\n
and<\/p>\n\n\n\n\n\n
Certain\nShareholders of Alibaba.com Corporation<\/p>\n\n\n\n\n\n
Dated as of October 24,\n2005<\/p>\n\n\n\n
SECONDARY SHARE PURCHASE\nAGREEMENT<\/p>\n\n\n\n
This SECONDARY SHARE PURCHASE AGREEMENT (this \u0093Agreement<\/u>\u0094),\ndated as of October 24, 2005, is entered into by and among Yahoo! Inc., a\nDelaware corporation (the \u0093Purchaser<\/u>\u0094), and certain shareholders\n(collectively, the \u0093Selling Shareholders<\/u>\u0094 and individually, a \u0093Selling\nShareholder<\/u>\u0094) of Alibaba.com Corporation, a Cayman Islands exempted limited\nliability company (\u0093Alibaba<\/u>\u0094) as set forth on Schedule A hereto.<\/p>\n\n\n\n
W<\/u>  I<\/u>\nT<\/u>  N<\/u>  E<\/u>  S<\/u>  S<\/u>  E<\/u>  T<\/u>  H<\/u><\/p>\n\n\n\n
WHEREAS, the Selling Shareholders wish to sell all or\na portion of the Shares they own to the Purchaser, and the Purchaser wishes to\npurchase the Shares from the Selling Shareholders, on the terms and conditions\nand for the consideration described in this Agreement; and<\/p>\n\n\n\n
WHEREAS, the execution and delivery of this Agreement\nby Yahoo! and the Selling Shareholders, and the consummation of the purchase\nand sale of Shares contemplated hereby, is a condition precedent to the\nconsummation of the transactions contemplated by the Stock Purchase and\nContribution Agreement, dated as of August 10, 2005, by and among Alibaba\nand Yahoo! (the \u0093SPCA<\/u>\u0094), as amended.<\/p>\n\n\n\n
NOW, THEREFORE, in consideration of the mutual\npromises, covenants, representations and warranties made herein and of the\nmutual benefits to be derived herefrom, the parties hereto agree as follows:<\/p>\n\n\n\n
1.             Sale and Purchase of the Shares<\/u>.<\/p>\n\n\n\n
1.1  Sale and Purchase of the Shares<\/u>.  Subject to the terms and conditions hereof,\n  each Selling Shareholder, severally (and not jointly), will sell to the\n  Purchaser, and the Purchaser will purchase from each Selling Shareholder, the\n  respective number of Shares set forth on Schedule A hereto opposite such\n  Selling Shareholder\u0092s name at a price of US$6.49744381587623 per share (the \u0093Per\n  Share Price<\/u>\u0094), for an aggregate purchase price (the \u0093Purchase Price<\/u>\u0094)\n  set forth on Schedule A hereto opposite such Selling Shareholder\u0092s name,\n  payable in cash at the Closing in the manner set forth in Section 1.2.<\/p>\n
1.2 Closing<\/u>.  The closing of the sale of Shares by the\n    Selling Shareholders to the Purchaser and the purchase of Shares by the\n    Purchaser from the Selling Shareholders as contemplated by Section 1.1\n    (the \u0093Closing<\/u>\u0094) shall take place on the Closing Date of the SPCA (the \u0093Closing\n    Date<\/u>\u0094) at a location to be agreed upon by the Purchaser and Alibaba,\n    subject to the satisfaction or waiver of the conditions precedent to the\n    Closing set forth in Section 5 of this Agreement.  At the Closing:(a)  the\n    Selling Shareholders will deliver or cause to be delivered to the Purchaser, a\n    certified true copy of Alibaba\u0092s register of members that contains entries\n    evidencing the sale by each Selling Shareholder to the Purchaser of the<\/p>\n
 <\/p>\n\n
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 <\/p>\n\nShares that it has agreed\nto sell to the Purchaser as set forth on Schedule A hereto.  The Shares shall be free and clear of any\nLiens and one or more instruments of transfer shall have been duly executed for\ntransfer to the Purchaser, together with any Tax or transfer stamps or other\ndocuments or actions necessary to accomplish the foregoing; and (b)  the\nPurchaser will pay or cause to be paid with respect to each Selling Shareholder\nan amount equal to the Per Share Price multiplied by the number of Shares\ndelivered to the Purchaser or such subsidiary of the Purchaser by such Selling\nShareholder pursuant to clause (a) above, by wire transfer of immediately\navailable funds to the account of (i<\/u>) Clifford Chance, in the case\nof the following Selling Shareholders:  \nFidelity Investors II Limited Partnership, Fidelity International\nLimited, FIL Greater China Ventures Fund, L.P., Granite Global Ventures (Q.P.)\nL.P., Granite Global Ventures L.P., Technology Fund II Pte Ltd., Venture TDF\nTechnology Fund III, L.P., One Strategic Assets Ltd., Transpac Nominees Pte\nLtd., Japan Asia Investment Co. Ltd., JAIC-Nippon Asia 3 Investment Fund, Japan\nAsia Venture Fund, JAVF Parallel Fund C.V., South-East Asia Private Equity Fund\n(GbR) Fund A, South-East Asia Private Equity Fund (GbR) Fund B, MMFI CAPI\nVenture Investments Limited, JAIC International (Hong Kong) Co., Limited, and (ii<\/u>) Alibaba,\nin the case of all other Selling Shareholders, in each case notwithstanding any\nother payment instructions submitted by any Selling Shareholder.  Payments to such accounts shall constitute\npayment in full to the Selling Shareholders and shall fully and finally satisfy\nthe Purchaser\u0092s payment obligations under this Section 1. 
2.             Representations and Warranties of the Selling\nShareholders<\/u>.<\/p>\n\n\n\n
Each Selling Shareholder, severally (and not jointly),\nrepresents and warrants to the Purchaser as follows, as of the date hereof and\nas of the Closing Date:<\/p>\n\n\n\n2.1  Authorization, etc<\/u>.  Such Selling Shareholder has full power,\nauthority and capacity to execute and deliver this Agreement, to perform its\nobligations hereunder and to consummate the purchase and sale of Shares\ncontemplated hereby.  The execution,\ndelivery and performance of this Agreement by such Selling Shareholder, if\nother than a natural person, and the consummation of the purchase and sale of\nShares contemplated hereby, have been duly authorized or will be duly\nauthorized prior to the Closing by all requisite corporate action of such\nparty.  If such Selling Shareholder is a\nnatural person, such Selling Shareholder has the authority to execute, deliver\nand perform this Agreement and consummate the purchase and sale of Shares\ncontemplated hereby, in compliance with the laws affecting the rights of\nmarital partners generally.  Such Selling\nShareholder has duly executed and delivered this Agreement.  This Agreement constitutes the legal, valid\nand binding obligation of such Selling Shareholder enforceable against such\nSelling Shareholder in accordance with its terms.
 <\/p>\n\n
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