{"id":43930,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/shareholders-agreement-with-alibaba-and-softbank.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"shareholders-agreement-with-alibaba-and-softbank","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/shareholders-agreement-with-alibaba-and-softbank.html","title":{"rendered":"Shareholders Agreement with Alibaba and Softbank"},"content":{"rendered":"
SHAREHOLDERS AGREEMENT<\/p>\n\n\n\n\n\n
by and among<\/p>\n\n\n\n\n\n
Alibaba.com Corporation,<\/p>\n\n\n\n\n\n
Yahoo! Inc.,<\/p>\n\n\n\n\n\n
SOFTBANK CORP.,<\/p>\n\n
the Management Members
\n(as defined herein)<\/p>\n\n
and<\/p>\n\n
certain other shareholders of Alibaba.com\nCorporation<\/p>\n\n
Dated as of October 24, 2005<\/p>\n\n
<\/p>\n\n\n
SHAREHOLDERS\nAGREEMENT<\/b><\/p>\n\n
<\/b><\/p>\n\n
THIS SHAREHOLDERS AGREEMENT (this \u0093Agreement<\/u>\u0094),\ndated as of October24, 2005 is made and entered into by and among\nAlibaba.com Corporation, a Cayman Islands company (the \u0093Company<\/u>\u0094),\nYahoo! Inc., a Delaware corporation (\u0093Yahoo<\/u>\u0094), SOFTBANK CORP., a\nJapanese corporation (\u0093SOFTBANK<\/u>\u0094), and certain members of the management\nof the Company named on the signature pagehereof in their sole capacity\nas shareholders of the Company (collectively, the \u0093Management Members<\/u>\u0094\nand individually, a \u0093Management Member<\/u>,\u0094 and together with Yahoo and\nSOFTBANK, collectively the \u0093Shareholders<\/u>\u0094 and individually, a \u0093Shareholder<\/u>\u0094)\nand certain other shareholders named on ScheduleC as \u0093Subordinate\nShareholders.\u0094<\/p>\n\n\n\n
W<\/u>  I<\/u>  T<\/u>  N<\/u>  E<\/u>\nS<\/u>  S<\/u>  E<\/u>  T<\/u>  H<\/u>:<\/p>\n\n\n\n
WHEREAS, pursuant to the terms and conditions of the\nStock Purchase and Contribution Agreement, dated as of August10, 2005, by\nand between the Company and Yahoo, as amended by the Amendment to the Stock\nPurchase and Contribution Agreement, dated as of October24, 2005 (as\namended, the \u0093Purchase and Contribution Agreement<\/u>\u0094)Yahoo agreed to\ntransfer the China Business and the Tao Bao Shares and pay the Cash\nConsideration to the Company in consideration of the allotment and issuance of\nthe Primary Shares by the Company to Yahoo; and<\/p>\n\n\n\n
WHEREAS, the Company, the Management Members, Yahoo\nand SOFTBANK, and certain of their respective Affiliates, are parties to one or\nmore Ancillary Agreements as contemplated by the Purchase and Contribution\nAgreement;<\/p>\n\n\n\n
WHEREAS, the execution and delivery of this Agreement\nby the Shareholders and other parties to this Agreement is a condition\nprecedent to the consummation of the transactions contemplated by the Purchase\nand Contribution Agreement.<\/p>\n\n\n\n
NOW, THEREFORE, in consideration of the mutual\npromises, covenants, representations and warranties set forth herein and the\nmutual benefits to be derived herefrom, the parties hereto agree as follows:<\/p>\n\n\n\n1.                                       Definitions<\/u>.  For purposes of this Agreement, the following\nterms have the indicated meanings, and capitalized terms used but not otherwise\ndefined herein shall have the respective meanings ascribed to them in the\nPurchase and Contribution Agreement.  All\nreferences to Sections and Schedules shall be deemed references to Sections of\nand Scheduleto this Agreement unless the context shall otherwise require.
Additional Securities<\/u>:  as defined in Section 6.1(a).<\/p>\n\n
Affiliate<\/u>:  of a Person means another Person that\ndirectly or indirectly through one or more intermediaries, controls, is\ncontrolled by, or is under common control with, the first Person, including but\nnot limited to a Subsidiary of the first Person, a Person of which the first\nPerson is a Subsidiary, or another Subsidiary of a Person of which the first\nPerson is also a Subsidiary.  \u0093Control\u0094\n\n(including the terms \u0093controlled by\u0094 and \u0093under common control with\u0094) means the\npossession, directly or indirectly, of the power to direct or cause the\ndirection of the management policies of a person, whether through the ownership\nof voting securities, by contract or other arrangement, as trustee or executor,\nor otherwise.<\/p>\n\n\n\n
Aggregate Remaining Shares<\/u>:  as defined in Section 4.3(d).<\/p>\n\n\n\n
Board<\/u>:  the board of directors of the Company.<\/p>\n\n\n\n
Business Day<\/u>:  any day that is not a Saturday, Sunday or\nother day on which banks are required or authorized by Law to be closed in New\nYork, Beijing or Hong Kong.<\/p>\n\n\n\n
Cause<\/u>:  with respect to a person, (i<\/u>)gross\nneglect or failure to perform the duties and responsibilities of such person\u0092s\noffice, (ii<\/u>)failure or refusal to comply in any material respect with\nmaterial and lawful policies and directives of the Company resulting in\nmaterial harm to the Company and its Affiliates, taken as a whole, (iii<\/u>)material\nbreach of any contract or agreement between such person and the Company, or\nmaterial breach of any statutory duty or any other obligation that such person\nowes to the Company and\/or its Affiliates resulting in material harm to the\nCompany and its Affiliates, taken as a whole, (iv<\/u>)commission of an\nact of fraud, theft or embezzlement against the Company and\/or its Affiliates\nor involving their properties or assets, or (v<\/u>)conviction or nolo contendere<\/i> plea with respect to any\nfelony or crime of moral turpitude, provided<\/u>, however<\/u>, that with\nrespect to any occurrence of any of (i), (ii)or (iii), such person shall\nhave been given not less than 30 days\u0092 written notice by the Board of the Board\u0092s\ndetermination (such determination being made independent of such person, if\nsuch person is a Board member) that such event had occurred, and such person\nshall have until the end of such 30 day period following receipt of such notice\nto rectify or cure such occurrence if such occurrence is curable before any\naction premised upon a determination of Cause can be taken.<\/p>\n\n\n\n
Change of Control Transactions<\/u>:  (a<\/u>)the\ndirect or indirect acquisition (except for transactions described in clause (b)of\nthis paragraph below), whether in one or a series of transactions by any person\n(as such term is used in Section13(d)and Section14(d)(2)of\nthe Exchange Act), or related persons constituting a group (as such term is\nused in Rule13d-5 under the Exchange Act), of (i<\/u>)beneficial\nownership (as defined in the Exchange Act) of issued and outstanding shares of<\/p>\n\n\n\n\n\n\n
capital stock of the Company,\nthe result of which acquisition is that such person or such group possesses 25%\nor more of the combined voting power of all then-issued and outstanding share\ncapital of the Company, or (ii<\/u>)the power to elect, appoint, or\ncause the election or appointment of at least a majority of the members of the\nBoard (or such other governing body in the event the Company or any successor\nentity is not a corporation); (b<\/u>)a merger, consolidation or\nother reorganization or recapitalization of the\nCompany with a person or a direct or indirect subsidiary of such person,\nprovided<\/u> that the result of such\nmerger, consolidation or other reorganization or recapitalization, whether in\none or a series of related transactions, is that the holders of the\noutstanding shares of capital stock of the\nCompany immediately prior to such consummation do not possess, whether directly or indirectly,\nimmediately after the consummation of such transaction, in excess of 75% of the\ncombined voting power of all then-issued and outstanding capital stock of the\nmerged, consolidated, reorganized or recapitalized person, its direct or\nindirect parent, or the surviving person of such transaction; or (c<\/u>)a\nsale or disposition, whether in one or a series of transactions, of all or\nsubstantially all of the Company\u0092s\nassets.<\/p>\n\n\n\n
Claimant<\/u>: as defined in Section 9.2(b).<\/p>\n\n\n\n
Company<\/u>:  as defined in the first paragraph of this\nAgreement.<\/p>\n\n\n\n
Compliance Officers<\/u>: as defined in Section 8.3.<\/p>\n\n\n\n
Confidential Information<\/u>:  information delivered by a party to another\nparty in connection with the transactions contemplated by or otherwise pursuant\nto this Agreement that is proprietary in nature and that was clearly marked or\nlabeled or otherwise adequately identified when received by such party as being\nconfidential information of such delivering party, provided that such term does\nnot include information that (a<\/u>)was publicly known or otherwise\nknown to such receiving party prior to the time of such disclosure, (b<\/u>)subsequently\nbecomes publicly known through no act or omission by such receiving party or\nany Person acting on such party\u0092s behalf, or (c<\/u>)otherwise becomes\nknown to such receiving party other than through disclosure by the delivering\nparty or any Person with a duty to keep such information confidential.<\/p>\n\n\n\n
Consent<\/u>:  any consent, approval, authorization, waiver,\npermit, grant, franchise, concession, agreement, license, certificate,\nexemption, order, registration, declaration, filing, report or notice of, with\nor to any Person.<\/p>\n\n\n\n
Conversion Period Expiration Date:<\/u> April28,\n2006<\/p>\n\n\n\n\n\n\n
Convertible Bond<\/u>:  the convertible bond, in the principal amount\nof US$180,000,000 issued by the Company to SOFTBANK on the date hereof.<\/p>\n\n\n\n
Core Businesses<\/u>:  the core businesses of the Company relating\nto search, portal, consumer e-commerce, business-to-business and Alipay.<\/p>\n\n\n\n
Equity Securities<\/u>:  any Ordinary Shares and any other equity\ninterests of the Company, however described or whether voting or non-voting,\nand any securities convertible or exchangeable into, and options, warrants or\nother rights to acquire, any equity interests of the Company; provided<\/u>,\nhowever, that the Convertible Bond shall constitute an Equity Security for\npurposes of this Agreement on and from the Closing Date through the Conversion\nPeriod Expiration Date and shall not constitute an Equity Security hereunder\nafter the Conversion Period Expiration Date unless and until converted into\nOrdinary Shares.<\/p>\n\n\n\n
Exchange Act<\/u>: the United States\nSecurities Exchange Act of 1934, as amended.<\/p>\n\n\n\n
Exempted Securities<\/u>:  (i<\/u>)issuance of options pursuant\nto any option plan or restricted shares pursuant to any restricted share plan\nfor compensatory purposes (which may cover directors, officers, employees\nand\/or consultants) which was either (x<\/u>) approved by the Board prior to\nthe Closing or (y<\/u>) approved by the Board (including the approval of the\nYahoo Designee and the SOFTBANK Designee) on or subsequent to the Closing, and\nthe issuance of the Ordinary Shares underlying such options; (ii<\/u>)issuance\nof Ordinary Shares upon exercise of any option, rights, warrants or other\nconvertible instruments which either existed on the Closing Date or the\nissuance of which was previously subject to preemptive rights; (iii<\/u>)issuance\nof Ordinary Shares upon the conversion of the Convertible Bond on or prior to\nthe Conversion Period Expiration Date; and (iv<\/u>)issuance of\nOrdinary Shares in connection with a share dividend, share split or similar\nevent made or paid pro rata on all, and solely with respect to, Ordinary\nShares.<\/p>\n\n\n\n
Expenses<\/u>:  as defined in Section 2.7(a).<\/p>\n\n\n\n
Family Members<\/u>:  any child, stepchild, grandchild, parent,\nstepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,\nson-in-law, daughter-in-law, brother-in-law, or sister-in-law of a Person, and\nshall include adoptive relationships of the same type.<\/p>\n\n\n\n
Financial Investors<\/u>:  the financial investors of the Company as set\nforth in ScheduleA hereto.<\/p>\n\n\n\n
Fully Diluted Basis<\/u>:  based on the total number of shares of the\nrelevant class of stock or type of equity interest that would be outstanding on\nthe relevant date<\/p>\n\n\n
assuming the exercise of all options, warrants and\nother rights to acquire such relevant class of shares or type of equity\ninterest (including reserved but unissued options or other equity interests\nissuable pursuant to option plans or other equity plans and without regard to\nexercisability, vesting or similar provisions and restrictions thereof) and the\nconversion or exchange of all securities convertible into or exchangeable for\nsuch shares or equity interest (without regard to exercisability, vesting or\nsimilar provisions and restrictions thereof).<\/p>\n\n\n\n
GAAP<\/u>:  United States generally accepted accounting\nprinciples, applied on a consistent basis.<\/p>\n\n\n\n
Governmental Approval<\/u>:  any Consent of any Governmental Authority.<\/p>\n\n\n\n
Governmental Authority<\/u>:  any nation or government, any state or other\npolitical subdivision thereof; any entity, authority or body exercising\nexecutive, legislative, judicial, regulatory or administrative functions of or\npertaining to government, including, without limitation, any government\nauthority, agency, department, board, commission or instrumentality of any\nnation or any political subdivision thereof; any court, tribunal or arbitrator;\nand any self-regulatory organization; and any securities exchange or quotation\nsystem.<\/p>\n\n\n\n
Guarantee<\/u>:  any obligation, contingent or otherwise, of\nany Person directly or indirectly guaranteeing in any manner any Indebtedness\nor other obligation of any other Person and any obligation, direct or indirect,\ncontingent or otherwise, of any Person (i<\/u>)to purchase or pay (or\nadvance or supply funds for the purchase or payment of) such Indebtedness or\nother obligation of such other Person (whether arising by virtue of partnership\narrangements, or by agreement to keep well, to purchase assets, goods,\nsecurities or services, to take or pay, or to maintain financial statement\nconditions or otherwise) or (ii<\/u>)entered into for purposes of\nassuring in any other manner the obligee of such Indebtedness or other\nobligation of the payment thereof or to protect such obligee against loss in\nrespect thereof (in whole or in part).<\/p>\n\n\n\n
ICC<\/u>: \nas defined in Section 9.2(a).<\/p>\n\n\n\n
ICP Company<\/u>:  means a Person controlled via contractual\nrelationships similar to those governing any of the China ICP Companies,\nZhejiang Alibaba E-Commerce Co., Ltd or Zhejiang Tao Bao Network Co., Ltd.<\/p>\n\n\n\n
Indebtedness<\/u>:  as applied to any Person, means, without\nduplication, (a<\/u>)all indebtedness for borrowed money, (b<\/u>)all\nobligations evidenced by a note, bond, debenture, letter of credit, draft or\nsimilar instrument, (c<\/u>)that portion of obligations with respect to\ncapital leases that is properly classified as a liability on<\/p>\n\n\n\n\n\n\n\n\n
a balance sheet in conformity with GAAP, (d<\/u>)notes\npayable and drafts accepted representing extensions of credit, (e<\/u>)any\nobligation owed for all or any part of the deferred purchase price of property\nor services, which purchase price is due more than six months from the date of\nincurrence of the obligation in respect thereof, and (f<\/u>)all\nindebtedness and obligations of the types described in the foregoing clauses (a)through\n(e)to the extent secured by any Lien on any property or asset owned or\nheld by that Person regardless of whether the indebtedness secured thereby\nshall have been assumed by that Person or is nonrecourse to the credit of that\nPerson.<\/p>\n\n\n\n
Indemnifiable Amounts<\/u>:  as defined in Section 2.7(a).<\/p>\n\n\n\n
Indemnitee<\/u>:  as defined in Section 2.7(a).<\/p>\n\n\n\n
IPO<\/u>: \na firm-commitment underwritten initial public offering by the Company of\nits Ordinary Shares on an internationally recognized stock exchange or\nquotation system approved by the Board with gross proceeds to the Company of at\nleast US$50 million.<\/p>\n\n\n\n
JM<\/u>: \nJack Ma Yun, the founder and the current Chairman of the Board and the\nChief Executive Officer of the Company.<\/p>\n\n\n\n
Management Member(s)<\/u>:  as defined in the first paragraph to this\nAgreement.<\/p>\n\n\n\n
Management Member Designee(s)<\/u>:  as defined in Section 2.3.<\/p>\n\n\n\n
Management Member Economic Interest Percentage<\/u>:  the quotient of (x<\/u>) the number of\nOrdinary Shares owned by a Management Member (excluding those underlying\nunexercised stock options or warrants or restricted shares subject to vesting\nor repurchase) divided by (y<\/u>) the sum of (i)the total number of\nOrdinary Shares outstanding plus (ii)on or prior to the Conversion Period\nExpiration Date but not thereafter, the number of Ordinary Shares issuable to\nSOFTBANK upon the conversion of the Convertible Bond pursuant to its terms, in\neach case, at the relevant time.<\/p>\n\n\n\n
Management Members\u0092 Representative<\/u>:  as defined in Section10.2(a).<\/p>\n\n\n\n
Memorandum and Articles<\/u>: the\nMemorandum and Articles of Association of the Company, to be adopted and\napproved by the shareholders of the Company on or prior to the Closing Date and\nfiled with the appropriate Governmental Authority on the Closing Date, in the\nform of ExhibitA attached to the Purchase and Contribution Agreement.<\/p>\n\n\n\n
Offer Notice<\/u>:  as defined in Section 4.3(a).<\/p>\n\n\n\n\n\n\n\n\n
Offer Price<\/u>:  as defined in Section 4.3(a).<\/p>\n\n\n\n
Offeree Remaining Shares<\/u>:  as defined in Section 4.3(d).<\/p>\n\n\n\n
Offerees<\/u>:  as defined in Section 4.3(a).<\/p>\n\n\n\n
Ordinary Shares<\/u>:  the ordinary shares of the Company, par value\nUS$0.0001 per share.<\/p>\n\n\n\n
Other Shares<\/u>:  any shares of capital stock of the Company\nthat are not Ordinary Shares, including without limitation, any securities that\nby their terms are, directly or through a series of one or more steps,\nconvertible into or exercisable or exchangeable for any such shares of capital\nstock.<\/p>\n\n\n\n
own<\/u>, owned<\/u>, ownership<\/u>\n\nand the like:  as \u0093owned\u0094 is defined in Section 2.9.<\/p>\n\n\n\n
Parent Shareholder<\/u>:  as defined in Section 2.2(c).<\/p>\n\n\n\n
Permitted Transferee<\/u>: as defined in Section 4.2.<\/p>\n\n\n\n
Person<\/u>:  any natural person, firm, partnership,\nassociation, corporation, company, trust, business trust, Governmental\nAuthority or other entity.<\/p>\n\n\n\n
Preemptive Rights<\/u>:  as defined in Section 6.1(a).<\/p>\n\n\n\n
Preemptive Share Amount<\/u>:  as defined in Section 6.1(d).<\/p>\n\n\n\n
Purchase and Contribution Agreement<\/u>:  as defined in the recitals of this Agreement.<\/p>\n\n\n\n
Purchase Price<\/u>:  as defined in Section 6.1(e).<\/p>\n\n\n\n
Purchaser<\/u>:  as defined in Section 4.4(a)<\/p>\n\n\n\n
Qualifying Sale<\/u>:  as defined in Section 4.4(a).<\/p>\n\n\n\n
Relying Shareholder<\/u>:  as defined in Section 2.2(c).<\/p>\n\n\n\n
Replacement Director<\/u>:  as defined in Section 2.5(d).<\/p>\n\n\n\n
Request<\/u>:  as defined in Section 9.2(b).<\/p>\n\n\n\n
Respondent<\/u>:  as defined in Section 9.2(b).<\/p>\n\n\n\n
Rule144<\/u>:  Rule144 under the United States\nSecurities Act of 1933, as amended.<\/p>\n\n\n\n\n\n\n\n\n
Sale Notice<\/u>:  as defined in Section 4.4(a).<\/p>\n\n\n\n
Sale Price<\/u>:  as defined in Section 4.4(a).<\/p>\n\n\n\n
Sale Shares<\/u>:  as defined in Section 4.4(a).<\/p>\n\n\n\n
Second Round Offeree<\/u>:  as defined in Section 4.3(d).<\/p>\n\n\n\n
Senior Equity Securities<\/u>:  any Equity Securities which, with respect to\nvoting rights, dividend rights or rights on liquidation, dissolution, winding\nup or in any other respect, rank senior to, or have any other rights in\npreference of, the Ordinary Shares, now or hereafter authorized by the Company.<\/p>\n\n\n\n
Shareholder(s)<\/u>:  as defined in the first paragraph of this\nAgreement.<\/p>\n\n\n\n
Shareholders Meeting<\/u>:  as defined in Section 2.1.<\/p>\n\n\n\n
SOFTBANK<\/u>:  as defined in the first paragraph of this\nAgreement.<\/p>\n\n\n\n
SOFTBANK Affiliate<\/u>:  means, with respect to SOFTBANK, another\nPerson that directly or indirectly through one or more intermediaries, is\ncontrolled by, or under common control with, SOFTBANK, including but not\nlimited to a Subsidiary of SOFTBANK, provided<\/u>, however<\/u>, that, in\naddition to such control or common control: (1)SOFTBANK either (a<\/u>)owns,\ndirectly or indirectly, share capital or other equity interests representing\nmore than 75% of the outstanding voting stock or other equity interests\n(disregarding, for the avoidance of doubt, any carried interest or similar\neconomic participation rights of any Person formed as a fund, provided such\ninterest or rights do not confer voting rights as to the governance of such\nPerson on the holder thereof) or (b<\/u>)owns, directly or indirectly,\nshare capital or other equity interests representing more than 50% of such\noutstanding voting stock or other equity interests and has the right to\ndesignate at least two-thirds (2<\/sup>\/3<\/sub>) of the directors of\nsuch Person; and (2)no Yahoo Competitor owns any voting stock or other\nequity interests in such Person (provided<\/u>  further<\/u>, however<\/u>,\nthat no change to the list of Yahoo Competitors that results in the inclusion\nof new entities to ScheduleB<\/u> shall disqualify any Person from\ntreatment as a SOFTBANK Affiliate to the extent that such newly added entity\nowns any voting stock or other equity interests in such Person at the time it\nis added to ScheduleB<\/u>).  \u0093Control,\u0094\n\nfor purposes of this definition, has the meaning set forth in the definition of\nAffiliate.<\/p>\n\n\n\n
SOFTBANK Designee(s)<\/u>:  as defined in Section 2.3.<\/p>\n\n\n\n
SOFTBANK Economic Interest Percentage<\/u>:  the quotient of (x<\/u>) the sum of the\nnumber of Ordinary Shares owned by SOFTBANK and, on or prior to the<\/p>\n\n\n\n\n\n\n\n\n
Conversion Period Expiration Date but not thereafter,\nthe number of Ordinary Shares issuable to SOFTBANK upon the conversion of the\nConvertible Bond pursuant to the terms thereof divided by (y<\/u>) the sum of\n(i)the total number of Ordinary Shares outstanding and (ii)on or\nprior to the Conversion Period Expiration Date but not thereafter, the number\nof Ordinary Shares issuable to SOFTBANK upon the conversion of the Convertible\nBond pursuant to its terms, in each case, at the relevant time.<\/p>\n\n\n\n
Subject Shares<\/u>:  as defined in Section 4.3(a).<\/p>\n\n\n\n
Subordinate Shareholder<\/u>:  as defined in Section 2.2(b).<\/p>\n\n\n\n
Subsidiaries<\/u>:  each corporation or other Person in which a\nPerson owns or controls, directly or indirectly, share capital or other equity\ninterests representing more than 50% of the outstanding voting stock or other\nequity interests, together with any ICP Companies controlled by such Person.<\/p>\n\n\n\n
Substitute Director<\/u>:  as defined in Section 2.5(c).<\/p>\n\n\n\n
Territory<\/u>: the People\u0092s Republic of\nChina, excluding Hong Kong, Macau and Taiwan.<\/p>\n\n\n\n
Transfer<\/u>:  any sale, transfer, assignment, gift,\ndisposition of, creation of any encumbrance over or other transfer, whether\ndirectly or indirectly, of the legal or beneficial ownership or economic\nbenefits of all or a portion of the Equity Securities.<\/p>\n\n\n\n
Transferor<\/u>:  as defined in Section 4.3.<\/p>\n\n\n\n
Transferring Shareholder<\/u>:  as defined in Section 4.4(a).<\/p>\n\n\n\n
Voting Agreement Shares<\/u>:  as defined in Section 5.3.<\/p>\n\n\n\n
Withdrawing Director<\/u>:  as defined in Section 2.5(c).<\/p>\n\n\n\n
Written Consent<\/u>:  as defined in Section 2.1.<\/p>\n\n\n\n
Yahoo<\/u>:  as defined in the first paragraph of this\nAgreement.<\/p>\n\n\n\n
Yahoo Competitors<\/u>: those Persons set\nforth in ScheduleB hereto, as such schedulemay be amended once\nevery six months by Yahoo, together with the Affiliates controlled by such\nPersons; provided<\/u>, that (i<\/u>)on or prior to the closing of an\nIPO, no more than 15 names shall appear on such scheduleat any time and<\/p>\n\n\n\n\n\n\n\n\n
(ii<\/u>)following the closing of an IPO, no more\nthan eight names shall appear on such scheduleat any time.<\/p>\n\n\n\n
Yahoo Designee(s)<\/u>:  as defined in Section 2.3.<\/p>\n\n\n\n
Yahoo Economic Interest Percentage<\/u>:  the quotient of (x<\/u>) the number of\nOrdinary Shares owned by Yahoo divided by (y<\/u>) the sum of (i<\/u>)the\ntotal number of Ordinary Shares outstanding and (ii)on or prior to the\nConversion Period Expiration Date but not thereafter, the number of Ordinary\nShares issuable to SOFTBANK upon the conversion of the Convertible Bond\npursuant to its terms, in each case, at the relevant time.<\/p>\n\n\n\n
2.                                       Corporate\nGovernance<\/u>.<\/p>\n
2.1 General<\/u>.  From and after the Closing Date, each\n  Shareholder and each Subordinate Shareholder shall vote or cause to be voted\n  all Equity Securities bearing voting rights beneficially owned by such\n  Shareholder or such Subordinate Shareholder at any annual or extraordinary\n  meeting of shareholders of the Company (a \u0093Shareholders Meeting<\/u>\u0094) or in\n  any written consent executed in lieu of such a meeting of shareholders (a \u0093Written\n  Consent<\/u>\u0094), and shall take all other actions necessary, to give effect to\n  the provisions of this Agreement and to ensure that the Memorandum and Articles\n  do not, at any time hereafter, conflict in any respect with the provisions of\n  this Agreement including, without limitation, voting to approve amendments\n  and\/or restatements of the Memorandum and Articles and remove directors that\n  take actions inconsistent with this Agreement or fail to take actions required\n  to carry out the intent and purposes of this Agreement.  In addition, each Shareholder and each\n  Subordinate Shareholder shall vote or cause to be voted all Equity Securities\n  beneficially owned by such Shareholder or Subordinate Shareholder at any\n  Shareholders Meeting or act by Written Consent with respect to such Equity\n  Securities, upon any matter submitted for action by the Company\u0092s shareholders\n  or with respect to which such Shareholder or such Subordinate Shareholder may\n  vote or act by Written Consent, in conformity with the specific terms and\n  provisions of this Agreement and the Memorandum and Articles.  In the event that there is any conflict\n  between the Memorandum and Articles and this Agreement, the latter shall\n  prevail and the Shareholders and Subordinate Shareholders (but not the Company)\n  shall to the extent necessary, cause the change, amendment or modification of\nthe Memorandum and Articles to eliminate any such inconsistency.<\/p>\n
2.2 Shareholder Actions<\/u>.(a) In order to effectuate the provisions of\n    this Agreement, and without limiting the generality of Section 2.1, each\n    Shareholder and each Subordinate Shareholder (a<\/u>)hereby agrees that\n    when any action or vote is required to be taken by such Shareholder or such\n    Subordinate Shareholder pursuant to this Agreement, such\n  \n\nShareholder or such\nSubordinate Shareholder shall use its best efforts to call, or cause the\nappropriate officers and directors of the Company to call, one or more\nShareholders Meetings to take such action or vote, to attend such Shareholders\nMeetings in person or by proxy for purposes of obtaining a quorum, or to execute\nor cause to be executed a Written Consent to effectuate such shareholder\naction, (b<\/u>)shall use its best efforts to cause the Board to adopt,\neither at a meeting of the Board or by unanimous written consent of the Board,\nall the resolutions necessary to effectuate the provisions of this Agreement\nand (c<\/u>)shall use its best efforts, to the extent not in violation\nof applicable Law, to cause the Board to cause the Secretary of the Company, or\nif there be no Secretary, such other officer of the Company as the Board may\nappoint to fulfill the duties of Secretary, not to record any vote or consent\ncontrary to the terms of this Section 2.(b) Each Shareholder has entered into this\nAgreement on behalf of itself and on behalf of each Person whose Equity Securities\nare \u0093owned\u0094 by such Shareholder pursuant to Section 2.9 (each, a \u0093Subordinate\nShareholder<\/u>\u0094).  Each Shareholder\nshall cause its Subordinate Shareholder(s) to take all actions necessary to\nperform all obligations hereunder, and to be deemed to have hereby made all\nrepresentations and warranties hereunder as if such Subordinate Shareholder\nwere such Shareholder.(c) Each Shareholder (each, a \u0093Relying\nShareholder<\/u>\u0094) shall be entitled to rely upon the decision, actions,\nconsents or instructions of each of the other Shareholders that has any\nSubordinate Shareholder (each, a \u0093Parent Shareholder<\/u>\u0094) as being the\ndecision, action, consent or instruction of each of such Parent Shareholder\u0092s\nSubordinate Shareholders with respect to this Agreement or with respect to any\nmatter related hereto.  Each Relying\nShareholder is hereby relieved from any liability to any of such Subordinate\nShareholders for relying upon any such decision, action, consent or instruction\nof its Parent Shareholder.\n<\/p>
2.3 Board Composition<\/u>.  The Board shall initially be four, among\n  which (i<\/u>)one director shall be a person designated by Yahoo (the \u0093Yahoo\n  Designee<\/u>\u0094), provided<\/u>, that a second director shall be a person\n  designated by Yahoo (so two directors in total shall be persons designated by\n  Yahoo) in the event SOFTBANK no longer has the right to designate a director\n  pursuant to subclause (iii)of this Section 2.3, provided<\/u>, further<\/u>,\n  Yahoo shall only have the right to designate a director or directors for so\n  long as Yahoo owns at least 37.5% of the number of the Equity Securities it\n  owns as of the Closing Date, (ii<\/u>)two directors shall be persons\n  designated by the Management Members (each a \u0093Management Member Designee<\/u>\u0094\n  \nand collectively, the \u0093Management Member Designees<\/u>\u0094); provided<\/u>,\n  that in the event the Management Members, collectively, own less than 25% of\n  the number of Equity Securities they own as of the Closing Date, only one\n  director shall be designated by the Management Members and the Management\n  Members will continue to have the right to designate at least one director on\n  the Board as long as\nJM owns one share of\nEquity Security of the Company, and (iii<\/u>)one director shall be a\nperson designated by SOFTBANK (the \u0093SOFTBANK Designee<\/u>\u0094), provided<\/u>,\nthat SOFTBANK will no longer have the right to designate a director on the\nBoard in the event it ceases to own at least 50% of the number of Equity\nSecurities it owns as of the Closing Date. \n\nFrom and after the fifth anniversary of the date of this Agreement, Yahoo\nshall have the right to designate a number of directors equal to the greater of\n(i<\/u>)the number of directors that Yahoo would otherwise be entitled\nto designate as of such date under this Agreement and (ii<\/u>)the\nnumber of directors that the Management Members are entitled to designate as of\nsuch date under this Agreement.  Without\nlimiting the generality of the requirements of Sections 2.1 and 2.2, the\nShareholders and Subordinate Shareholders will take all actions necessary to\neffect the provisions of this Section 2.3, including amending the Memorandum\nand Articles to increase or decrease the numbers of directors on the Board and\nelecting or removing directors.\n<\/p>
2.4 IPO and Stock Exchange Rules<\/u>.  The Shareholders and\n  Subordinate Shareholders hereby agree that it is their mutual\n  intent to complete an IPO as soon as practicable, subject to market\n  conditions.  In the event the Company is\n  required by the rulesof an internationally recognized stock exchange or\n  quotation system on which the Company will list its Ordinary Shares upon the\n  IPO to expand the number of directors on the Board in order to comply with\n  independence or other comparable requirements of such exchange or quotation\n  system, the Shareholders agree to vote in favor of such expansion so as to\n  comply with the requirements of such rules. \n  \nThe Shareholders and Subordinate Shareholders hereby agree\n  to amend the Memorandum and Articles prior to the IPO if and to the extent\n  required to comply with corporate governance and related requirements of the rulesof\n  an internationally recognized stock exchange or quotation system on which the\nCompany will list its Ordinary Shares upon the IPO.\n<\/p>
2.5 Office and Expenses; Removal; Replacement<\/u>.(a) All directors designated pursuant to this\n  Agreement shall hold office until their respective successors shall have been\n  appointed.  The Company shall provide to\n  such directors the same information concerning the Company and its\n  Subsidiaries, and access to information, provided to all other members of the\n  Board.  The reasonable travel expenses\n  incurred by any such director in attending any meetings of the Board shall be\n  reimbursed by the Company to the extent consistent with the Company\u0092s then\n  existing policy of reimbursing directors generally for such expenses.(b) Notwithstanding anything herein to the contrary,\n  the Shareholders and Subordinate Shareholders shall\n  exercise their power in relation to the Company to ensure that, (i<\/u>)Yahoo\n  shall have the sole and exclusive power to remove and replace any Yahoo\n  Designee from the Board, with or without cause, (ii<\/u>) the Management\n  Members shall have the sole and exclusive power to remove any Management Member\n  Designee from the Board, with or without cause, and (iii)SOFTBANK shall\n  have the sole and\nexclusive power to remove\nthe SOFTBANK Designee from the Board, with or without cause; provided<\/u>, however<\/u>,\nthat at such time as Yahoo, the Management Members or SOFTBANK is no longer\nentitled to designate a director or directors pursuant to Section 2.3, the\nShareholders and Subordinate Shareholders shall\nexercise their power in relation to the Company to ensure that any director\nthen holding office who was designated by Yahoo, the Management Members or\nSOFTBANK, respectively, shall automatically and immediately, without any\nfurther action, be removed from the Board, including any committees thereof; provided<\/u>, further<\/u> that, if at such time there are two Yahoo Designees and\/or two\nManagement Members Designees on the Board and Yahoo or the Management Members\nlose the right to designate one such member, Yahoo or the Management Members\u0092\n\nRepresentative, as appropriate, shall designate which director shall be\nremoved.(c) If any director (a \u0093Withdrawing Director<\/u>\u0094)\ndesignated in the manner set forth in Section 2.3 above is unable to\nserve, or once having commenced to serve, is removed, withdraws from the Board\nor dies or becomes incapacitated, such Withdrawing Director\u0092s replacement (the \u0093Substitute\nDirector<\/u>\u0094) on the Board will be designated by the party or parties who\ndesignated the Withdrawing Director, subject to Section 2.3 hereof. The\nShareholders and Subordinate Shareholders shall\nexercise their power in relation to the Company to ensure that such Substitute\nDirector is elected.  No meeting of the\nBoard shall be held pending replacement of any Withdrawing Director without the\nconsent of the Shareholder entitled to name the Substitute Director unless such\nShareholder shall have failed to name a Substitute Director within 30 days\nafter the removal, withdrawal, death or incapacitation of such Withdrawing\nDirector.(d) If any Shareholder entitled to designate a\ndirector or directors pursuant to this Agreement fails to designate any\ndirector or directors and such directorship or directorships shall have been\nvacant for sixty (60) days, the other Shareholders may appoint a director (the \u0093Replacement\nDirector<\/u>\u0094) until a new director is designated by the Shareholder who is\noriginally entitled to designate such director, whereupon the Replacement\nDirector shall be removed.  Subject to Section 2.4,\nif any Shareholder loses its right to designate one or more directors pursuant\nto Section 2.3, the size of the Board shall automatically and immediately,\nwithout further action, be decreased by one for each such right that has\nterminated.\n<\/p>
2.6 Meetings<\/u>.  The parties hereto will cause the Board to\n  meet at least once every quarter.  A\n  quorum of the Board shall consist of at least a majority of all directors and\n  shall include at least (i<\/u>)one Yahoo Designee, for so long as Yahoo\n  has designated a director; (ii<\/u>)one Management Member Designee, for\n  so long as the Management Members have designated a director and (iii<\/u>)one\n  SOFTBANK Designee, for so long as SOFTBANK has designated a director, in each\n  case in accordance with Section 2.3. \n  \nResolutions of the Board and its committees (if any) shall be adopted by\n  a majority of the members of the Board and such committees, except as otherwise\nexpressly provided in\n  this Agreement.  Any director may call a\nspecial meeting of the Board.<\/p>\n
2.7 Indemnification<\/u>.(a) The Company shall indemnify and hold harmless\n  each director designated pursuant to Section 2.3 (each an \u0093Indemnitee<\/u>\u0094)\n  who was or is a party or is threatened to be made a party to any threatened,\n  pending or completed action, suit or proceeding, whether civil, criminal,\n  administrative or investigative by reason of the fact that he is or was a\n  director of the Company, or is or was a director of the Company serving at the\n  request of the Company as a director of another company, partnership, joint\n  venture, trust, employee benefit plan or other entity or enterprise, to the\n  fullest extent permitted by Law against all expenses, costs and obligations\n  (including, without limitation, attorneys\u0092 fees, experts\u0092 fees, court costs,\n  retainers, transcript fees, duplicating, printing and binding costs, as well as\n  telecommunications, postage and courier charges) (\u0093Expenses<\/u>\u0094), damages,\n  judgments, fines, penalties, excise taxes and amounts paid in settlement\n  (including all interest, assessments and other charges paid or payable in\n  connection with or in respect of such expenses, judgments, fines, penalties,\n  excise taxes or amounts paid in settlement) actually and reasonably incurred by\n  him or her in connection with such action, suit or proceeding (\u0093Indemnifiable\n  Amounts<\/u>\u0094) if he or she acted in good faith and in the best interests of the\n  Company in accordance with his or her fiduciary duty to the Company.(b) If so requested by Indemnitee, the Company\n  may advance any and all Expenses incurred by Indemnitee, either by (i<\/u>)paying\n  such Expenses on behalf of Indemnitee, or (ii<\/u>)reimbursing\n  Indemnitee for such Expenses.(c) If Indemnitee is entitled under any\n  provision of this Agreement to indemnification by the Company for some or a\n  portion of the Expenses or other Indemnifiable Amounts in respect of a claim\n  but not, however, for all of the total amount thereof, the Company shall\n  indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.(d) For purposes of this Agreement, the\n  termination of any claim, action, suit or proceeding, by judgment, order,\n  settlement (whether with or without court approval) or conviction, or upon a\n  plea of nolo contendere<\/i>, or its\n  equivalent, shall not create a presumption that Indemnitee did not meet any\n  particular standard of conduct or have any particular belief or that a court has\n  determined that indemnification is not permitted by applicable Law.(e) The rights of the Indemnitee hereunder shall\n  be in addition to any other rights Indemnitee may have under the Memorandum and\n  Articles or otherwise.  To the extent\n  that a change in applicable Law permits greater indemnification by agreement\n \n\nthan would be afforded\ncurrently under the Memorandum and Articles, it is the intent of the parties\nhereto that Indemnitee shall enjoy by this Agreement the greater benefits so\nafforded by such change.(f) Indemnitees are expressly meant to be\nthird-party beneficiaries of this Section 2.7.\n<\/p>
2.8 Participation in Meetings; Notice<\/u>.  Members of the Board or any committee thereof\n  shall be afforded the opportunity to, and may participate in a meeting of the\n  Board or such committee by means of conference telephone, videoconference or\n  similar communications equipment by means of which all persons participating in\n  the meeting can hear each other and participation in a meeting pursuant to this\n  provision shall constitute presence in person at such meeting.  A resolution in writing (in one or more\n  counterparts), and signed by all the directors for the time being or all the\n  members of a committee of directors (an alternate director being entitled to\n  sign such resolution on behalf of his appointor) shall be as valid and\n  effective as if it had been passed at a meeting of the directors or committee,\n  as the case may be, duly convened and held. \n  \nSubject to the next sentence, all meetings of the Board shall be held\n  upon at least three Business Days\u0092 notice to all directors and to each\n  Shareholder entitled to designate a director. \n  Notice of a meeting need not be given to any director who signs a waiver\n  of notice or a consent to holding the meeting or an approval of the minutes\n  thereof, whether before or after the meeting, or who attends (by whatever\n  permitted means) the meeting without protesting, prior to its commencement, the\n  lack of notice to such director.  All\n  such waivers, consents and approvals shall be filed with the Company records or\n  made a part of the minutes of the meeting. \n  Meetings of the Board may be held at any place which has been designated\n  in the notice of the meeting or at such place as may be approved by the Board.\n<\/p>
2.9 Determination of Share Ownership<\/u>.  Throughout this Agreement, for purposes of\n  determining the number or percentage of Equity Securities owned (\u0093owned<\/u>\u0094),\n  (a<\/u>)with respect to Yahoo, such number or percentage shall include\n  any Equity Securities owned by Yahoo or any of Yahoo\u0092s wholly-owned\n  Subsidiaries or controlled Affiliates (including, for the avoidance of doubt,\n  the Voting Agreement Shares), (b<\/u>)with respect to SOFTBANK, such\n  number or percentage shall include any Equity Securities held by SOFTBANK, any\n  of SOFTBANK\u0092s wholly-owned Subsidiaries or any SOFTBANK Affiliate and (c<\/u>)with\n  respect to each Management Member, such number or percentage shall include any\n  Equity Securities held by any of such member\u0092s Family Members, trusts formed by\n  such member for the benefit of himself or his Family Members (including any\n  holding company directly or indirectly held by such trusts), family limited\n  partnerships and other entities formed for the sole benefit of such Management\n  Member and his Family Members.  All\n  numbers contained herein shall be adjusted appropriately for stock splits,\n  stock dividends, reverse splits, recombinations and the like.\n<\/p>
3. Matters\nthat Require Approval of the Board or Shareholders<\/u>.\n<\/p>
3.1 Matters that Require Approval of the\n  Majority of the Board<\/u>.  Except with\n  the prior approval of at least a majority of the directors at a meeting of the\n  Board, the Company will not, and none of the Company\u0092s Subsidiaries will, take\n  any of the following actions:(a) subject to Section 8.2, appoint or\n  remove the Chief Executive Officer of the Company;(b) approve the annual strategic plan and budget\n  of the Company or make or commit to material expenditures or activities outside\n  of that plan and budget;(c) materially change, amend or modify the scope\n  of the Company\u0092s operations or business (including, for the avoidance of doubt, the actions set forth in Section 3.3(c)hereof);(d) enter into any transaction or series of\n  related transactions involving the disposition, sale or other transfer of the\n  assets (including securities of Subsidiaries) or properties of the Company or\n  any of its Subsidiaries in an amount exceeding US$10 million in a single\n  transaction or series of related transactions or US$50 million on an aggregate\n  basis, within any twelve (12) month period;(e) enter into any transaction or series of\n  related transactions involving the purchase or acquisition of assets (including\n  securities of Subsidiaries) or properties in an amount exceeding US$10 million\n  in a single transaction or series of related transactions or US$50 million on\n  an aggregate basis, within any twelve (12) month period;(f) incur any Indebtedness or provide Guarantees\n  in an amount exceeding US$10 million in a single transaction or series of\n  related transactions or US$50 million on an aggregate basis, within any twelve\n  (12) month period (exclusive of the Indebtedness and Guarantees that have been\n  included in the budget approved by the Board);(g) issue any Equity Securities of the Company\n  other than Senior Equity Securities;(h) appoint or terminate the Company\u0092s auditors;(i) declare or pay any dividend or make any\n  distribution on or with respect to the Equity Securities (including, without\n  limitation, by way of repurchase); or\n  (j)  make any\n  filing for the appointment of a receiver or administrator for the winding up,\n  liquidation, bankruptcy or insolvency of the Company or any of its Subsidiaries\n  or otherwise pursue bankruptcy or insolvency proceedings, unless otherwise\nrequired by applicable Law.\n<\/p>
3.2 Matters that Require Approval of the Majority\n  of the Board Including Yahoo Designee<\/u>. \n  For so long as Yahoo has the right to designate at least one Yahoo\n  Designee, except with the prior approval of at least a majority of the\n  directors, including the Yahoo Designee if any, at a meeting of the Board, the\n  Company will not, and none of the Company\u0092s Subsidiaries will, take any of the\n  following actions:(a) incur any Indebtedness or provide Guarantees\n  in an amount exceeding US $100 million in a single transaction or US$ 175\n  million on an aggregate basis, within any twelve (12) month period; or(b) issue any Senior Equity Securities that are\nsenior to the Equity Securities held by Yahoo.\n<\/p>
3.3 Matters that Require the Approval of Yahoo<\/u>.  Except with the prior written approval of\n  Yahoo, the Company will not take any of the following actions:(a) amend or modify the Memorandum and Articles,\n  other than in the manner and for the purposes contemplated in Section 2.4\n  hereof;(b) increase or decrease the number of directors\n  of the Board, other than pursuant to Sections 2.3, 2.4 and 2.5(d)hereof;\n  or(c) expand into or enter a new line of business\n  outside of the Territory, which new line of business is (i<\/u>)outside\n  the scope of the existing scope of business of the Company as such business\n  exists immediately before the closing under the Purchase and Contribution\n  Agreement without giving effect to the transactions contemplated thereby or (ii<\/u>)an\n  Internet-based consumer business (other than a peer-to-peer payments business\n  and auctions business (which shall not be subject to such approval));\n  <\/p>
provided<\/u>,\n\nhowever<\/u>, that (i<\/u>)the approval right of Yahoo under\nparagraph (a)of this Section 3.3 shall terminate in the event Yahoo\nceases to own at least fifteen percent (15%) of the issued and outstanding\nvoting shares of the Company; and (ii<\/u>)the approval right of Yahoo\nunder paragraphs (b)and (c)of this Section 3.3 shall terminate\nin the event Yahoo ceases to own at least one-third of the number of the Equity\nSecurities Yahoo owns as of the Closing Date.<\/p>\n\n\n\n3.4  Matters that Require Approval of Each of\nYahoo, the Management Members\u0092 Representative and SOFTBANK<\/u>.  Except with the prior written approval of\n\n\n\n\neach of Yahoo, SOFTBANK\nand the Management Members\u0092 Representative, the Company will not, and none of\nthe Company\u0092s Subsidiaries will, take any of the following actions:(a) enter into any disposition transactions\nrelating to any of the Company\u0092s Core Businesses; or(b) enter into any Change of Control\nTransactions with any party that is not also a party to this Agreement,
provided<\/u>,\nhowever<\/u>, that (i<\/u>)the approval right of Yahoo under this Section 3.4\nshall terminate in the event Yahoo ceases to own at least one-third of the\nnumber of the Equity Securities Yahoo owns as of the Closing Date; (ii<\/u>)the\napproval right of the Management Members\u0092 Representative under this Section 3.4\nshall terminate in the event the Management Members cease to own in the\naggregate at least one-third of the number of the Equity Securities the\nManagement Members own in the aggregate as of the Closing Date; and (iii<\/u>)the\napproval right of SOFTBANK under this Section 3.4 shall terminate in the\nevent SOFTBANK ceases to own at least fifty percent (50%) of the number of the\nEquity Securities SOFTBANK owns as of the Closing Date.<\/p>\n\n\n\n
3.5  Matters that Require Approval of\n  Disinterested Directors of the Board<\/u>. \n  Except (a<\/u>)with the prior approval of a majority of the\n  disinterested directors of the Board or (b<\/u>)pursuant to this\n  Agreement, the Company will not, and none of the Company\u0092s Subsidiaries will,\n  enter into or engage in any transaction or agreement to which the Company or\n  any of the Company\u0092s Subsidiaries, on the one hand, and any of the Shareholders\n  or\n  \nSubordinate Shareholders or any of their respective Subsidiaries,\n  Affiliates or Family Members, on the other hand, are parties or receive any\n  direct or indirect economic or other benefit (except to the extent of their pro\nrata share in a benefit accruing to all holders of Ordinary Shares).<\/p>\n
3.6 Formation and Assignment of Authority to a\n  Committee of the Board<\/u>.  The Board\n  shall establish any committees as it deems necessary or appropriate, but only\n  with the approval of at least one Yahoo Designee for so long as Yahoo has\n  designated a director, one Management Member Designee for so long as the\n  Management Members have designated a director, and the SOFTBANK Designee for so\n  long as SOFTBANK has designated a director. \n  Each such committee shall consist of at least one Yahoo Designee for so\n  long as Yahoo has designated a director, one Management Member Designee for so\n  long as the Management Members have designated a director and the SOFTBANK\n  Designee for so long as SOFTBANK has designated a director.  Each such committee shall exercise those\n  powers of the Board delegated to it by the Board.  In the event the Company is required by the rulesof\n  an internationally recognized stock exchange or quotation system on which the\n  Company will list its Ordinary Shares upon the IPO to expand or otherwise\n  reconstitute the number of members on the Board\u0092s\n  committees or otherwise\n  reconstitute such committees in order to comply with independence or other\n  comparable requirements of such exchange or quotation system, the directors of\n  the Board shall vote in favor of such expansion or reconstitution so as to\ncomply with the requirements of such rules.<\/p>\n
4. Restrictions\non Share Transfer<\/u>.<\/p>\n
4.1 Restrictions on Transfer<\/u>.(a) No Shareholder or Subordinate Shareholder\n  shall Transfer any Equity Securities it owns within the one-year period\n  beginning on the Closing Date.  In\n  addition, no Shareholder or Subordinate Shareholder shall Transfer any Equity\n  Securities to a Yahoo Competitor without the prior written approval of Yahoo, provided<\/u>, however<\/u>, that following the completion of the IPO, a Shareholder or\n  Subordinate Shareholder shall be permitted, subject to Section 4.3, to\n  Transfer Equity Securities from time to time in (i<\/u>)block trades or\n  otherwise on the open market (whether pursuant to Rule144 or otherwise), provided<\/u> that such Shareholder or Subordinate Shareholder, as the case may be, does not\n  know or have reason to believe that the purchaser of such Equity Securities is\n  a Yahoo Competitor and that any such Transfer is not done with the intent,\n  directly or indirectly, to Transfer such Equity Securities to a Yahoo\n  Competitor or the knowledge that the purchaser of such Equity Securities is a\n  Yahoo Competitor; provided<\/u>, further<\/u>, that if such sale is to be\n  made in a block trade to a financial institution who will resell such Equity\n  Securities (x<\/u>)prior to closing such trade, such Shareholder or\n  Subordinate Shareholder, as the case may be, shall obtain the agreement of such\n  financial institution not to sell such Equity Securities to any Yahoo\n  Competitor which agreement shall name Yahoo as a third-party beneficiary\n  entitled to enforce such provision and (y<\/u>)notwithstanding anything\n  contained herein to the contrary, if the Shareholder or Subordinate\n  Shareholder, as the case may be, obtains such agreement from the financial\n  institution, such Shareholder or Subordinate Shareholder, as the case may be,\n  shall be conclusively presumed to have Transferred such Equity Securities in\n  compliance with this Section 4.1(a)or (ii<\/u>)on any\n  primary securities exchange or quotation system by or through which such Equity\n  Securities are traded.(b) The Yahoo Competitors to whom a Shareholder\n  or Subordinate Shareholder may not Transfer any Equity Securities, except as\n  provided in Section 4.1(a)hereof, shall be listed on ScheduleB\n  hereto.  The list of Yahoo Competitors,\n  which shall number no more than (i<\/u>)fifteen (15) on or prior to the\n  closing of an IPO, and (ii<\/u>)eight (8)following the closing of\n  an IPO, on ScheduleB hereto, may be updated by Yahoo no more than once\n  every six months.  In addition, at the\n  Company\u0092s request in connection with a proposed IPO, Yahoo shall promptly\n  revise the list of Yahoo Competitors to implement a reduction in number of\n  listed entities fifteen (15) to eight (8), effective upon the closing of the\n  IPO.  For the avoidance of doubt, the\n  list of Yahoo Competitors for purposes of any sale as to which an Offer Notice\n  has been provided to Yahoo pursuant to\n \n\nSection 4.3(a)shall\nbe fixed as of the date of such notice, and no subsequent change in the list of\nYahoo Competitors will limit or otherwise affect in any respect the ability of\nanother Shareholder or Subordinate Shareholder of the Company to consummate\nsuch sale.\n<\/p>
4.2 Certain Permitted Transfers<\/u>.  Subject to Section 4.1, a Shareholder or\n  its Subordinate Shareholder may at any time Transfer its Equity Securities to\n  any Person whose Equity Securities would be included in the number or\n  percentage of the Equity Securities owned by such Shareholder in determining\n  such number or percentage pursuant to Section 2.9 (a \u0093Permitted\n  Transferee<\/u>\u0094); provided<\/u>, however<\/u>, that such transferee shall\n  at all times continue to be a Permitted Transferee and that such transferee\n  becomes a party to this Agreement pursuant to an instrument satisfactory to\n  each of the Management Members\u0092 Representative, Yahoo and SOFTBANK; provided<\/u>, further<\/u>, that (i)in the event of any Transfer by Yahoo or any of\n  Yahoo\u0092s Subordinate Shareholders to any of Yahoo\u0092s controlled Affiliates, Yahoo\n  shall provide, 20 Business Days prior to such Transfer, written notice to the\n  Management Members\u0092 Representative and SOFTBANK of such intent to Transfer, and\n  the name and such other details concerning such controlled Affiliate as\n  SOFTBANK or the Management Member\u0092s Representative may reasonably request, and (ii)in\n  the event of any Transfer by SOFTBANK or any of SOFTBANK\u0092s Subordinate Shareholders\n  to any SOFTBANK Affiliate, SOFTBANK shall provide, 20 Business Days prior to\n  such Transfer, written notice to the Management Members\u0092 Representative and\n  Yahoo of such intent to Transfer, and the name and such other details\n  concerning such SOFTBANK Affiliate as Yahoo or the Management Member\u0092s\nRepresentative may reasonably request.\n<\/p>
4.3 Right of First Offer<\/u>.  Subject to Section 4.1 and Section7.1,\n  and except as otherwise allowed under Section 4.2, no Shareholder or\n  Subordinate Shareholder (the \u0093Transferor<\/u>\u0094) may, at any time, Transfer\n  any Equity Securities legally or beneficially held by it, except pursuant to\n  the following provisions:(a) Prior to consummating any such Transfer of\n  the Equity Securities, the Transferor shall deliver a written notice (the \u0093Offer\n  Notice<\/u>\u0094) to each other Shareholder (the \u0093Offerees<\/u>\u0094), setting forth\n  its bona fide intention to Transfer Equity Securities to a third party, the\n  number and type of Equity Securities to be Transferred (the \u0093Subject Shares<\/u>\u0094),\n  the price at which such Transferor wishes to sell the Subject Shares (the \u0093Offer\n  Price<\/u>\u0094), and any other terms of the offer.(b) The Offer Notice shall constitute, for a\n  period of 15 days from the date on which it shall have been deemed given, an\n  irrevocable and exclusive offer to sell to each Offeree (or any direct or\n  indirect wholly-owned Subsidiary designated by an Offeree), at the Offer Price,\n  a portion of the Subject Shares not greater than the proportion that the number\n  of Equity Securities owned by such Offeree bears to the total number of Equity\n  Securities owned by all the Offerees.\n  (c) Each Offeree (or a designated direct or\n  indirect wholly-owned Subsidiary thereof) may accept the offer set forth in an\n  Offer Notice by giving notice to the Transferor, prior to the expiration of\n  such offer, specifying the maximum number of the Subject Shares that the\n  Offeree wishes to purchase.  Any Offeree\n  may exercise the right to purchase all or a portion of Equity Securities\n  pursuant to this Section 4.3 by causing such Person(s) to which such\n  Offeree would be permitted to Transfer Equity Securities pursuant to Section 4.2\n  to purchase such all or portion of Equity Securities directly from the\n  Transferor, if so specified in the notice given to the Transferor pursuant to\n  this Section 4.3(c)and\/or Section 4.3(d).(d) If one or more Offerees do not agree to\n  purchase all of the Subject Shares to which such Offerees are entitled (such\n  shares not purchased, the \u0093Offeree Remaining Shares<\/u>\u0094 and together with\n  Offeree Remaining Shares of all other Offerees, the \u0093Aggregate Remaining\n  Shares<\/u>\u0094), the Transferor shall promptly so notify each Offeree that has\n  agreed to purchase all of the Subject Shares so entitled (each a \u0093Second\n  Round Offeree<\/u>\u0094), such notice to constitute an offer to sell, irrevocable\n  for fifteen (15) days, to each such Offeree, at the Offer Price, a portion of\n  the Aggregate Remaining Shares not greater than the proportion that the number\n  of Equity Securities owned by such Second Round Offeree bears to the total\n  number of Equity Securities owned by all of the Second Round Offerees.  Each Second Round Offeree shall notify the\n  Transferor, prior to the expiration of such offer, specifying the number of\n  Aggregate Remaining Shares that such Offeree agrees to purchase.(e) If the Offerees in the aggregate agree to\n  purchase any or all of the Subject Shares pursuant to this Section 4.3,\n  they shall pay in cash or immediately available funds for and the Transferor\n  shall deliver valid title to, free and clear of any Lien, such Subject Shares,\n  subject to receipt of any necessary or advisable third party approvals or any\n  Governmental Approvals, within fifteen (15) days following completion of the\n  procedures set forth in subsection(b)and (d)hereof.(f) If the offers made by the Transferor to the\n  Offerees pursuant to subsections (b)and (d)hereof expire without an\n  agreement by one or more Offerees to purchase all of the Subject Shares, the\n  Transferor shall have sixty (60) days to enter into a definitive agreement with\n  respect to such Transfer and ninety (90) days to effect the Transfer of the\n  balance of the Subject Shares to any third party or parties, for cash, at a\n  price not less than the Offer Price, and upon terms not otherwise more\n  favorable to the transferee or transferees than those specified in the Offer\n  Notice, subject to the execution and delivery by such third party of an\n  assignment and assumption agreement, in form and substance satisfactory to the\n  other Shareholders, pursuant to which such third party shall assume all of the obligations\n  of a party pursuant to or under this Agreement. \n  \nIn the event such Transfer is not consummated within such ninety (90)\n  day period, the Transferor shall not be permitted to sell its Equity Securities\n  pursuant to this Section 4.3 without again complying with each of the\n  requirements of this Section 4.3; provided<\/u>, that such\n  ninety (90) day period\nshould be extended automatically as necessary (i<\/u>)to apply for and\nobtain any Governmental Approvals that are required to consummate such\nTransfer, so long as the Transferor is making good faith efforts to obtain such\nGovernmental Approvals as soon as practicable in accordance with applicable Law\nand (ii<\/u>) in the event that Section 4.4, 4.5, 4.6 or 4.7\napplies, to complete the procedure as provided therein.  If there is such extension, the relevant\nperiod will end on the fifth Business Day following the receipt of such\nGovernmental Approvals.(g) The provisions of this Section 4.3\nshall continue to be effective following the completion of an IPO; provided<\/u> that, following the completion of the IPO, (i<\/u>)this Section 4.3\nshall not apply to any sale of any Equity Securities on the primary securities\nexchange or quotation system by or through which such Equity Securities are\ntraded, by any Management Member or its Subordinated Shareholders in an amount\ngenerating gross sale proceeds to such Management Member and its Subordinated\nShareholders in the aggregate of not more than US$1.0 million during any\ntwelve-month period, and (ii<\/u>)if the proposed Transfer would be a\nblock trade or otherwise on the open market (whether pursuant to Rule144\nor otherwise), including without limitation a block trade to a financial\ninstitution who will resell such Equity Securities as described in Section 4.1(a),\nthen (x<\/u>) the Offer Notice shall set forth the Transferor\u0092s intention to\nsell on the open market in addition to the matters required to be set forth\npursuant to Section 4.3(a)and (y<\/u>) notwithstanding anything to\nthe contrary in Sections 4.3(b)and (c), an Offeree\u0092s notice setting forth\nits intention to accept the offer must be delivered to the Transferor within\nseventy-two hours of receipt of the Offer Notice, and if an Offeree fails to\ndeliver such notice within such period, the Offering Notice given to such\nOfferee shall expire upon expiration of such period and (z<\/u>) Section 4.3(d)shall\nnot apply.(h) Notwithstanding the foregoing, and whether\nor not an IPO is completed, each Shareholder\u0092s right of first offer set forth\nin this Section 4.3 shall terminate in the event such Shareholder ceases\nto own at least 50% of the Equity Securities owned by such Shareholder as of\nthe Closing Date.\n<\/p>
4.4 Tag-Along Rights of Financial Investors<\/u>.  Subject to Section 4.1 and except as\n  otherwise allowed under Section 4.2, neither Yahoo nor SOFTBANK may\n  Transfer 80% or more of the Equity Securities then owned by it (in a single\n  transaction or a series of related transactions), except pursuant to the\n  following procedures:(a) At least thirty (30) days prior to making\n  such Transfer (each such Transfer, \u0093Qualifying Sale<\/u>\u0094), Yahoo or SOFTBANK\n  (as the case may be), together with their wholly-owned Subsidiaries or SOFTBANK\n  Affiliates, as applicable (the \u0093Transferring Shareholder<\/u>\u0094) shall deliver\n  a written notice (the \u0093Sale Notice\u0094<\/u>) to each of the Financial\n  Investors.  The Sale Notice shall set\n  forth in reasonable detail (i<\/u>)the identity of the prospective\n  transferee (the \u0093Purchaser<\/u>\u0094), (ii<\/u>)the number and type of\n  Equity Securities to be purchased by the Purchaser (such shares, the \u0093Sale\n  Shares<\/u>\u0094), (iii<\/u>) the\n  \nprice (the \u0093Sale Price<\/u>\u0094)\n  per share of the Sale Shares, (iv<\/u>)the proposed closing date and\n  time of such Transfer, (v<\/u>)the number and type of Equity Securities\n  owned by the Transferring Shareholder on the date of the Sale Notice and (vi<\/u>)any\n  other material terms and conditions of the proposed Transfer.  If, after delivery of any Sale Notice, any\n  term set forth in clauses (i)through (vi)of the preceding sentence\n  should change in any material respect, the Transferring Shareholder shall\n  deliver a new Sale Notice incorporating such changed terms, and the provisions\n  of this Section 4.4 shall apply in all respects to such revised Sale\n  Notice.(b) Each Financial Investor shall have the right\n  to participate in the Qualifying Sale and to request to sell to the Purchaser,\n  and the Transferring Shareholder shall upon the request of such Financial\n  Investor request that the Purchaser to purchase from such Financial Investor,\n  on the same terms and conditions offered to the Transferring Shareholder by the\n  Purchaser at the Sale Price, a number of Equity Securities up to (i<\/u>)the\n  number of the Sale Shares multiplied by (ii)a fraction, the numerator of\n  which shall be the aggregate number of Equity Securities owned by such\n  Financial Investor on the date of the Sale Notice and the denominator of which\n  shall be the number of Equity Securities owned in the aggregate by the\n  Transferring Shareholder and all the Financial Investors on the date of the\n  Sale Notice.(c) Each of the Financial Investors may exercise\n  its tag-along rights under this Section 4.4 by delivering an irrevocable\n  written notice to the Transferring Shareholder and the Company no later than\n  thirty (30) days after receipt of the Sale Notice (including without\n  limitation, a revised Sale Notice contemplated by Section 4.4(a)) setting\n  forth the number of Equity Securities it elects to sell in the Qualifying\n  Sale.  No exercise of rights with respect\n  to a Sale Notice shall bind any Financial Investor with respect to any\n  subsequent related revised Sale Notice served on such Financial Investor\n  pursuant to the last sentence of Section 4.4(a).(d) If any or all of the Financial Investors\n  have elected to exercise their tag-along rights hereunder pursuant to Section 4.4(c)above,\n  the Transferring Shareholder shall not consummate any Qualifying Sale unless\n  the Purchaser shall have concurrently purchased from such Financial Investors\n  the number of Equity Securities as set forth in the written notice from the\n  Financial Investors as provided in Section 4.4(c)above, on the same\n  date and at the price described under Section 4.4(b)and, on the same\n  terms and conditions and such other terms and conditions as may be required by\n  applicable Law to allow such Financial Investors to sell their Equity\n  Securities to the Purchaser.  In any\n  event, subject to receipt of any necessary or advisable third party approvals\n  or Governmental Approvals, the closing shall occur within sixty (60) days of\n  the receipt of the Sale Notice, provided<\/u>, that if any revised Sale\n  Notice is delivered as contemplated by the last sentence of Section 4.4(a)then\n  the closing shall occur within sixty (60) days of the receipt of the last such\n  revised Sale Notice.\n\n\n<\/p>
4.5 Tag-Along Rights of Yahoo<\/u>.  Subject to Section 4.1 and except as\n  otherwise allowed under Section 4.2, the Management Members (as a group\n  and including any Equity Securities owned by any of such member\u0092s Family\n  Members, trusts formed by such member for the benefit of himself or his family\n  member, and other comparable entities) and SOFTBANK may not, together, Transfer\n  80% or more of their collective legal or beneficial ownership interest in the\n  Equity Securities owned by them in a single transaction or series of related\n  transactions, except pursuant to the following procedures:(a) At least thirty (30) days prior to making\n  such Transfer (an \u0093M&S Sale<\/u>\u0094), the Management Members and SOFTBANK\n  or their wholly-owned Subsidiaries or SOFTBANK Affiliates (as the case may be)\n  (the \u0093M&S Transferors<\/u>\u0094) shall deliver a written notice (the \u0093M&S\n  Sale Notice\u0094<\/u>) to Yahoo.  The M&S\n  Sale Notice shall set forth in reasonable detail (i<\/u>)the identity\n  of the prospective transferee (the \u0093M&S Purchaser<\/u>\u0094), (ii<\/u>)the\n  number and type of Equity Securities to be purchased by the M&S Purchaser\n  (such shares, the \u0093M&S Sale Shares<\/u>\u0094), (iii<\/u>)the price\n  (the \u0093M&S Sale Price<\/u>\u0094) per share of the M&S Sale Shares, (iv<\/u>)the\n  proposed closing date and time of such Transfer, (v<\/u>)the number and\n  type of Equity Securities owned by the M&S Transferors on the date of the\n  M&S Sale Notice and (vi<\/u>)any other material terms and\n  conditions of the proposed Transfer.  If,\n  after delivery of any M&S Sale Notice, any term set forth in clauses (i)through\n  (vi)of the preceding sentence should change in any material respect, the\n  M&S Transferors shall deliver a new M&S Sale Notice incorporating such\n  changed terms, and the provisions of this Section 4.5 shall apply in all\n  respects to such revised M&S Sale Notice.(b) Yahoo shall have the right to participate in\n  the M&S Sale and to request to sell to the M&S Purchaser, and the\n  M&S Transferors shall upon the request of Yahoo request that the M&S\n  Purchaser purchase from Yahoo, on the same terms and conditions offered to the\n  M&S Transferors by the M&S Purchaser at the M&S Sale Price, a\n  number of Equity Securities up to (i<\/u>)the aggregate number of\n  Equity Securities owned by Yahoo on the date of the M&S Sale Notice,\n  multiplied by (ii<\/u>)a fraction, the numerator of which shall be the\n  number of the M&S Sale Shares and the denominator of which shall be the\n  number of Equity Securities owned in the aggregate by the M&S Transferors\n  and Yahoo on the date of the M&S Sale Notice.(c) Yahoo may exercise its tag-along rights\n  under this Section 4.5 by delivering an irrevocable written notice to the\n  M&S Transferor and the Company no later than thirty (30) days after receipt\n  of the M&S Sale Notice (including without limitation, a revised M&S\n  Sale Notice contemplated by Section 4.5(a)) setting forth of the number of\n  Equity Securities it elects to sell in the M&S Sale.  No exercise of rights with respect to an\n  M&S Sale Notice shall bind Yahoo with respect to any subsequent related\n  revised M&S Sale Notice served on Yahoo pursuant to the last sentence of Section 4.5(a).\n \n(d) If Yahoo has elected to exercise its\ntag-along rights hereunder pursuant to Section 4.5(c)above, the\nM&S Transferor shall not consummate any M&S Sale unless the M&S\nPurchaser shall have concurrently purchased from Yahoo the number of Equity\nSecurities as set forth in the written notice from Yahoo as provided in Section 4.5(c)above,\non the same date and at the price described under Section 4.5(b)and\non the same terms and conditions and such other terms and conditions as may be\nrequired by applicable Law to allow Yahoo to sell its Equity Securities to the\nM&S Purchaser.  In any event, subject\nto receipt of any necessary or advisable third party approvals or Governmental\nApprovals, the closing shall occur within sixty (60) days of the receipt of the\nM&S Sale Notice, provided<\/u>, that if any revised M&S Sale Notice\nis delivered as contemplated by the last sentence of Section 4.5(a)then\nthe closing shall occur within sixty (60) days of the receipt of the last such\nrevised M&S Sale Notice.\n<\/p>
4.6 Tag-Along Rights of the Management Members<\/u>.  Subject to Section 4.1 and except as\n  otherwise allowed under Section 4.2, Yahoo and SOFTBANK may not, together,\n  Transfer 80% or more of their collective legal or beneficial ownership interest\n  in the Equity Securities owned by them in a single transaction or series of\n  related transactions, except pursuant to the following procedures:(a) At least thirty (30) days prior to making\n  such Transfer (a \u0093Y&S Sale<\/u>\u0094), Yahoo and SOFTBANK or their\n  wholly-owned Subsidiaries or SOFTBANK Affiliates (as the case may be) (the \u0093Y&S\n  Transferors<\/u>\u0094) shall deliver a written notice (the \u0093Y&S Sale Notice\u0094<\/u>)\n  to the Management Members\u0092 Representative. \n  \nThe Y&S Sale Notice shall set forth in reasonable detail (i<\/u>)the\n  identity of the prospective transferee (the \u0093Y&S Purchaser<\/u>\u0094), (ii<\/u>)the\n  number and type of Equity Securities to be purchased by the Y&S Purchaser\n  (such shares, the \u0093Y&S Sale Shares<\/u>\u0094), (iii<\/u>)the price\n  (the \u0093Y&S Sale Price<\/u>\u0094) per share of the Y&S Sale Shares, (iv<\/u>)the\n  proposed closing date and time of such Transfer, (v<\/u>)the number and\n  type of Equity Securities owned by the Y&S Transferors on the date of the\n  Y&S Sale Notice and (vi<\/u>)any other material terms and\n  conditions of the proposed Transfer.  If,\n  after delivery of any Y&S Sale Notice, any term set forth in clauses (i)through\n  (vi)of the preceding sentence should change in any material respect, the\n  Y&S Transferors shall deliver a new Y&S Sale Notice incorporating such\n  changed terms, and the provisions of this Section 4.6 shall apply in all\n  respects to such revised Y&S Sale Notice.(b) Each of the Management Members shall have\n  the right to participate in the Y&S Sale and to request in accordance with Section 4.6(c),\n  to sell to the Y&S Purchaser, and the Y&S Transferors shall upon the\n  request of such Management Member in accordance with Section 4.6(c),\n  request that the Y&S Purchaser purchase from such Management Member, on the\n  same terms and conditions offered to the Y&S Transferors by the Y&S\n  Purchaser at the Y&S Sale Price, a number of Equity Securities up to (i<\/u>)the\n  aggregate number of Equity Securities owned by such Management Member on the\n  date of the Y&S Sale Notice, multiplied by (ii<\/u>)a fraction, the\n  numerator of which\n  shall be the number of\n  the Y&S Sale Shares and the denominator of which shall be the number of\n  Equity Securities owned in the aggregate by the Y&S Transferors and such\n  Management Member on the date of the Y&S Sale Notice.(c) Each Management Member may exercise such\n  Management Member\u0092s tag-along rights under this Section 4.6 by delivering\n  an irrevocable written notice through the Management Members\u0092 Representative,\n  to the Y&S Transferor and the Company no later than thirty (30) days after\n  receipt of the Y&S Sale Notice (including without limitation, a revised\n  Y&S Sale Notice contemplated by Section 4.6(a)) setting forth the\n  number of Equity Securities it elects to sell in the Y&S Sale.  No exercise of rights with respect to a\n  Y&S Sale Notice shall bind such Management Member with respect to any subsequent\n  related revised Y&S Sale Notice served on the Management Members\u0092\n  \nRepresentative pursuant to the last sentence of Section 4.6(a).(d) If any Management Member has elected to\n  exercise their tag-along rights hereunder pursuant to Section 4.6(c)above,\n  the Y&S Transferor shall not consummate any Y&S Sale unless the Y&S\n  Purchaser shall have concurrently purchased from such Management Member the\n  number of Equity Securities as set forth in the written notice from such\n  Management Member given through the Management Members\u0092 Representative as\n  provided in Section 4.6(c)above, on the same date and at the price\n  described under Section 4.6(b)and on the same terms and conditions\n  and such other terms and conditions as may be required by applicable Law to allow\n  such Management Member to sell its Equity Securities to the Y&S\n  Purchaser.  In any event, subject to\n  receipt of any necessary or advisable third party approvals or Governmental\n  Approvals, the closing shall occur within sixty (60) days of the receipt of the\n  Y&S Sale Notice, provided<\/u>, that if any revised Y&S Sale Notice\n  is delivered as contemplated by the last sentence of Section 4.6(a)then\n  the closing shall occur within sixty (60) days of the receipt of the last such\nrevised Y&S Sale Notice.\n<\/p>
4.7 Tag-Along Rights of SOFTBANK<\/u>.  Subject to Section 4.1 and except as\n  otherwise allowed under Section 4.2, the Management Members (as a group\n  and including any Equity Securities owned by any of such member\u0092s Family\n  Members, trusts formed by such member for the benefit of himself or his family\n  member, and other comparable entities) and Yahoo may not, together, Transfer\n  80% or more of their collective legal or beneficial ownership interest in the\n  Equity Securities owned by them in a single transaction or series of related\n  transactions, except pursuant to the following procedures:(a) At least thirty (30) days prior to making\n  such Transfer (an \u0093M&Y Sale<\/u>\u0094), the Management Members and Yahoo or\n  their wholly-owned Subsidiaries (as the case may be) (the \u0093M&Y\n  Transferors<\/u>\u0094) shall deliver a written notice (the \u0093M&Y Sale Notice\u0094<\/u>)\n  to SOFTBANK.  The M&Y Sale Notice\n  shall set forth in reasonable detail (i<\/u>)the identity of the\n  prospective transferee (the \u0093M&Y Purchaser<\/u>\u0094), (ii<\/u>)the\n  number of\n  \nEquity Securities to be\npurchased by the M&Y Purchaser (such shares, the \u0093M&Y Sale Shares<\/u>\u0094),\n(iii<\/u>)the price (the \u0093M&Y Sale Price<\/u>\u0094) per share of the\nM&Y Sale Shares, (iv<\/u>)the proposed closing date and time of\nsuch Transfer, (v<\/u>)the number of Equity Securities owned by the\nM&Y Transferors on the date of the M&Y Sale Notice and (vi<\/u>)any\nother material terms and conditions of the proposed Transfer.  If, after delivery of any M&Y Sale\nNotice, any term set forth in clauses (i)through (vi)of the\npreceding sentence should change in any material respect, the M&Y\nTransferors shall deliver a new M&Y Sale Notice incorporating such changed\nterms, and the provisions of this Section 47 shall apply in all respects\nto such revised M&Y Sale Notice.(b) SOFTBANK shall have the right to participate\nin the M&Y Sale and to request to sell to the M&Y Purchaser, and the\nM&Y Transferors shall upon the request of SOFTBANK request that the M&Y\nPurchaser purchase from SOFTBANK, on the same terms and conditions offered to\nthe M&Y Transferors by the M&Y Purchaser at the M&Y Sale Price, a\nnumber of Equity Securities up to (i<\/u>)the aggregate number of\nEquity Securities owned by SOFTBANK on the date of the M&Y Sale Notice,\nmultiplied by (ii<\/u>)a fraction, the numerator of which shall be the\nnumber of the M&Y Sale Shares and the denominator of which shall be the\nnumber of Equity Securities owned in the aggregate by the M&Y Transferors\nand SOFTBANK on the date of the M&Y Sale Notice.(c) SOFTBANK may exercise its tag-along rights\nunder this Section 4.7 by delivering an irrevocable written notice to the\nM&Y Transferor and the Company no later than thirty (30) days after receipt\nof the M&Y Sale Notice (including without limitation, a revised M&Y\nSale Notice contemplated by Section 4.7(a)) setting forth the number of\nEquity Securities it elects to sell in the M&Y Sale.  No exercise of rights with respect to an\nM&Y Sale Notice shall bind SOFTBANK with respect to any subsequent related\nrevised M&Y Sale Notice served on SOFTBANK pursuant to the last sentence of\nSection 4.7(a).(d) If SOFTBANK has elected to exercise its\ntag-along rights hereunder pursuant to Section 4.7(c)above, the\nM&Y Transferor shall not consummate any M&Y Sale unless the M&Y\nPurchaser shall have concurrently purchased from SOFTBANK the number of Equity\nSecurities as set forth in the written notice from SOFTBANK as provided in Section 4.7(c)above,\non the same date and at the price described under Section 4.7(b)and,\non the same terms and conditions and such other terms and conditions as may be\nrequired by applicable Law to allow SOFTBANK to sell its Equity Securities to\nthe M&Y Purchaser.  In any event,\nsubject to receipt of any necessary or advisable third party approvals or\nGovernmental Approvals, the closing shall occur within sixty (60) days of the\nreceipt of the M&Y Sale Notice, provided<\/u>, that if any revised\nM&Y Sale Notice is delivered as contemplated by the last sentence of Section 4.7(a)then\nthe closing shall occur within sixty (60) days of the receipt of the last such\nrevised M&Y Sale Notice.\n<\/p>
4.8 Survival of Rights<\/u>.  The tag-along rights described in Sections\n  4.4 through 4.7 shall terminate upon the completion of the IPO.\n<\/p>
4.9 Transfers in Violation of this Agreement<\/u>.  Any Transfer or attempted Transfer of any\n  Equity Securities in violation of this Agreement shall be void, no such\n  Transfer shall be recorded on the Company\u0092s register of members and the\n  purported transferee in any such Transfer shall not be treated (and the\n  purported transferor shall be treated) as the owner of such Equity Securities for\n  all purposes.4.10  Financial Investors<\/u>.  The Financial Investors and their\n  wholly-owned Subsidiaries and investment funds are intended to be third-party\n  beneficiaries of Sections 4.4 and 4.8 and the Financial Investors and such\n  wholly-owned Subsidiaries and investment funds shall be entitled to enforce\ntheir respective rights as such under this Agreement.\n<\/p>
5. Voting\nAgreement<\/u>.\n<\/p>
5.1 Voting of Shares<\/u>.  Yahoo hereby agrees that, during the period\n  from the date hereof until the earliest of (a<\/u>)the date on which\n  the Company or JM waives any of the provisions of the standstill arrangement as\n  set forth in Section 8.1 hereof, (b<\/u>)the consummation of an\n  IPO, (c<\/u>)the fifth anniversary of the Closing, (d<\/u>)JM\n  ceasing to be CEO or a comparable executive officer of the Company, (e<\/u>) JM\n  ceasing to own at least 1% of the outstanding Ordinary Shares on a Fully\n  Diluted Basis, (f<\/u>)such time as the Voting Agreement Shares is\n  reduced to or below zero, and (g)the Management Members\u0092 Representative\n  notifying Yahoo and the Company of its election to terminate this Section 5,\n  Yahoo (in its capacity as a shareholder) will appear at any Shareholders\n  meeting or otherwise cause the Voting Agreement Shares to be counted as present\n  thereat for purposes of establishing a quorum and vote or consent (or cause to\n  be voted) the Voting Agreement Shares as directed in writing by the Management\n  Members\u0092 Representative not less than five Business Days before the meeting is\n  held or consent is executed.  At any\n  general meeting, the chairman of the meeting may deem the votes attached to the\nVoting Agreement Shares to have been voted in accordance with this Article.\n<\/p>
5.2 No Other Agreements<\/u>.  Yahoo may not enter into any agreement or\n  understanding with any person the effect of which would be inconsistent with or\nviolative of any provision contained in this Section 5.\n<\/p>
5.3 Voting Agreement Shares<\/u>.  For purposes of this agreement, the term \u0093Voting\n  Agreement Shares<\/u>\u0094 shall mean the number of Ordinary Shares equal to the\n  product of (i<\/u>)the difference between the Yahoo Economic Interest\n  Percentage as of the Closing Date and35% (ii<\/u>)multiplied by\n  the number of the issued and outstanding\n  Ordinary Shares as of the\n  Closing Date.  The number of Voting\n  Agreement Shares shall never increase and shall be reduced from time to time as\n  follows:(a) if Yahoo Transfers Ordinary Shares to any\n  Person other than an Affiliate of Yahoo, then the number of Voting Agreement\n  Shares shall be reduced by the number so Transferred;(b) if on any date, the Yahoo Economic Interest\n  Percentage on such date becomes less than the Yahoo Economic Interest\n  Percentage as of the Closing Date due to an increase in the number of Ordinary\n  Shares outstanding or otherwise, then the number of Voting Agreement Shares\n  shall be reduced by an amount equal to (i<\/u>)the number of Voting\n  Agreement Shares as of such date (prior to this adjustment) less (ii<\/u>)the\n  number of Ordinary Shares issued and outstanding as of such date multiplied by\n  the Yahoo Economic Interest Percentage in excess of 35%; and(c) if on any date, the Management Member\n  Economic Interest Percentage on such date exceeds the Management Member\n  Economic Interest Percentage as of the Closing, then the number of Voting\n  Agreement Shares shall be reduced by an amount equal to the product of (i)the\n  difference between (A)the Management Member Economic Interest Percentage\n  on such date and (B)the Management Member Economic Interest Percentage as\n  of the Closing, multiplied by<\/u> (ii)the number of Ordinary Shares\n  then outstanding.\n<\/p>
6. Preemptive\n  Rights<\/u>.\n<\/p>
6.1 Preemptive Rights<\/u>.(a) Subject to the limitations set forth in Section 6.2,\n  if the Company proposes to sell any Equity Securities (other than Exempted\n  Securities) (the \u0093Additional Securities<\/u>\u0094), including in a private\n  placement, IPO, other public offering, or as part of an acquisition, commercial\n  agreement, share exchange or otherwise, the Company shall, at least thirty (30)\n  days prior to issuing such Additional Securities, notify each of Yahoo, the\n  Management Members and SOFTBANK in writing of such proposed issuance (which\n  notice shall specify, to the extent practicable, the purchase price or a range\n  for the purchase price, if any, for, and the terms and conditions of, such\n  Additional Securities) and shall offer to sell such Additional Securities to\n  each of Yahoo, the Management Members and SOFTBANK in the amounts set forth in\n  subclauses (c)and (d)below and subject to Section 6.2(a), upon\n  the terms and conditions set forth in the notice and at the Purchase Price as\n  provided in Section 6.1(e)(the \u0093Preemptive Rights<\/u>\u0094).  For purposes of calculating the number of\n  Additional Securities issued pursuant to this Section 6, such calculation\n  shall include the maximum number of Ordinary Shares and other equity interests\n  issuable upon the conversion or exercise of any convertible or exchangeable\n  securities, options, warrants or other rights to acquire, any equity interests.\n  \n\n(b) If Yahoo, the Management Members or SOFTBANK\nwishes to subscribe for a number of Additional Securities equal to or less than\nthe number to which they are entitled under this section, Yahoo, the Management\nMembers or SOFTBANK may do so (by itself or by causing such Person(s) to which\nit would be permitted to Transfer Equity Securities pursuant to Section 4.2\nto subscribe for all or portion of such Additional Securities) and shall, in\nthe written notice of exercise of the offer, specify the number of Additional\nSecurities that it (or each of such Person(s)) wishes to purchase.(c) With respect to Additional Securities that are\nOrdinary Shares, the Company shall offer to each of Yahoo, the Management\nMembers and SOFTBANK, all or any portion specified by such exercising party of\na number of such Additional Securities such that, after giving effect to the\nproposed issuance (including the issuance to Yahoo, the Management Members and\nSOFTBANK pursuant to the Preemptive Rights and including any related issuance\nresulting from the exercise of preemptive rights by any unrelated Person with\nrespect to the same issuance that gave rise to the exercise of Preemptive\nRights by Yahoo, the Management Members and SOFTBANK), (X<\/u>) the Yahoo\nEconomic Interest Percentage after such issuance would equal the Yahoo Economic\nInterest Percentage immediately prior to such issuance, (Y<\/u>) the\nManagement Member Economic Interest Percentage after such issuance would equal\nthe Management Member Economic Interest Percentage immediately prior to such\nissuance and (Z<\/u>) the SOFTBANK Economic Interest Percentage after such\nissuance would equal the SOFTBANK Economic Interest Percentage immediately\nprior to such issuance, such numbers of Additional Securities set forth in each\nof (X), (Y) and (Z) to constitute the \u0093Preemptive Share Amount<\/u>\u0094 for such\nparty for purposes of any exercise of Preemptive Rights to which this paragraph\n(c)applies.  If, at the time of the\ndetermination of any Preemptive Share Amount under this paragraph (c), any\nother Person has preemptive or other equity purchase rights similar to the\nPreemptive Rights, such Preemptive Share Amount shall be recalculated to take\ninto account the number of Ordinary Shares such Persons have committed to\npurchase, rounding up such Preemptive Share Amount to the nearest whole\nOrdinary Share.(d) With respect to Additional Securities that\nare Other Shares, the Company shall offer to each of Yahoo, the Management\nMembers and SOFTBANK, all or any portion specified by such exercising party, of\na number of such securities equal to the total number of such Additional\nSecurities proposed to be sold, multiplied by the Yahoo Economic Interest\nPercentage, the Management Member Economic Interest Percentage or the SOFTBANK\nEconomic Interest Percentage, as applicable, at such time (which number shall\nconstitute the \u0093Preemptive Share Amount<\/u>\u0094 for purposes of any exercise of\nPreemptive Rights to which this paragraph (d)applies).  If, at the time of the determination of any\nPreemptive Share Amount under this paragraph (d), any other Person has\npreemptive or other equity purchase rights similar to Preemptive Rights, such\nPreemptive Share Amount shall be recalculated to take into account the number\nof Other\n\nShares such Persons have\ncommitted to purchase, rounding up such Preemptive Share Amount to the nearest\nwhole Other Share.(e) The \u0093Purchase Price<\/u>\u0094 for the\nAdditional Securities to be issued pursuant to the exercise of Preemptive\nRights shall be payable only in cash (unless otherwise unanimously agreed by\nthe Company and Yahoo, the Management Members and SOFTBANK) and, except as\notherwise set forth below, shall equal per Additional Security the per security\nissuance price for the Additional Securities giving rise to such Preemptive\nRight.  In the case of any issuance of\nAdditional Securities other than solely for cash, the Company and Yahoo, the\nManagement Members and SOFTBANK shall in good faith seek to agree upon the\nvalue of the non-cash consideration; provided<\/u> that the value of any\npublicly traded securities shall be deemed to be the market value of such\nsecurities as of the date of the consummation of such issuance.  If the Company and Yahoo, the Management\nMembers or SOFTBANK fail to agree on such value during the thirty (30) day\nperiod contemplated by the first sentence of Section 6.3, then the Company\nwill refer the items in dispute to a nationally recognized investment banking\nfirm that is selected by the Board and reasonably acceptable to Yahoo, the\nManagement Members and SOFTBANK and that shall be instructed to make a final\nand binding determination of the fair market value of such items within ten (10)days\nof retention of such investment banking firm. \n\nIf such a determination is required, the deadline for Yahoo\u0092s, the\nManagement Members\u0092 and SOFTBANK\u0092s exercise of its Preemptive Rights with\nrespect to such issuance pursuant to Section 6.1(b)shall be extended\nuntil the fifth (5th) Business Day following the date of such\ndetermination.  Whichever of the Company\nor Yahoo, the Management Members or SOFTBANK whose last estimate differed the\nmost from that finally decided by the investment banking firm shall be\nresponsible for and pay all of the fees and expenses of such investment banking\nfirm. All determinations made by such investment banking firm shall be final\nand binding on the Company and Yahoo, the Management Members and SOFTBANK, as\napplicable.\n<\/p>
6.2 Limitation of Preemptive Rights<\/u>.(a) In connection with the IPO and subsequent\n  follow-on offerings by the Company, the foregoing Preemptive Rights shall apply\n  only to the extent necessary to maintain the Yahoo Economic Interest\n  Percentage, the Management Member Economic Interest Percentage or the SOFTBANK\n  Economic Interest Percentage, as appropriate, immediately following the IPO or\n  such follow-on offering, at 87.5% of the Yahoo Economic Interest Percentage,\n  the Management Member Economic Interest Percentage or the SOFTBANK Economic\n  Interest Percentage, as appropriate, immediately prior to the IPO or such\n  offering.(b) The Preemptive Rights set forth in Section 6.1\n  shall not apply to any issuance of Equity Securities of the Company as\n  consideration for the merger or acquisition (or any similar transaction) of an\n  operating entity (including Equity Securities\n  issued to holders of\n  shares, options or other equity interests in such entity), which transaction is\n  not made for the purpose or effect of avoiding the provisions of Section 6.1,\n  if the cumulative dilutive effects of such issuances (i<\/u>)in any\n  twelve (12) month period is less than 2% of the Company\u0092s Ordinary Shares, and (ii<\/u>)in\n  the aggregate for all such issuances, less than 5% of the Company\u0092s Ordinary\n  Shares.\n<\/p>
6.3 Exercise Period<\/u>.  The Preemptive Rights set forth in Section 6.1\n  must be exercised by acceptance in writing of an offer referred to in Section 6.1(a),\n  (i<\/u>)if prior to the IPO, within thirty (30) days following the\n  receipt of the notice from the Company of its intention to sell Equity\n  Securities, and (ii<\/u>)in connection with any registered offering\n  (including the IPO), at least five (5)Business Days prior to the printing\n  of the preliminary prospectus in connection with such offering; provided<\/u>,\n  that in the case of clauses (i)and (ii), such acceptance shall indicate a\n  willingness to purchase at the same per share price\n  at which such securities are sold to the public (less\n  underwriting fees and discounts, which difference shall be shared equally by\n  the party exercising the Preemptive Rights and the Company) and\n  may specify a maximum and\/or minimum per share\n  \nprice that such offeree is willing to pay for such Equity Securities.  The closing of any purchase of Additional\n  Securities pursuant to the exercise by Yahoo, the Management Members or\n  SOFTBANK of Preemptive Rights hereunder shall occur within sixty (60) days\n  after delivery of the notice by the Company as provided in Section 6.1(a),\n  subject to the receipt of any necessary Governmental Approvals to which the issuance\n  of Additional Securities is subject, provided<\/u>, that such sixty (60) day\n  period shall be extended automatically as necessary to apply for and obtain any\n  Governmental Approvals that are required to consummate such purchase, so long\n  as the purchaser is making good faith efforts to obtain such Governmental\n  Approvals as soon as practicable in accordance with applicable Law.  If there is any such extension, the relevant\n  period will end on the fifth Business Day following the receipt of such\nGovernmental Approvals.\n<\/p>
6.4 Survival of Rights<\/u>.  The provisions set forth in Section 6.1\n  shall continue to be effective following the IPO, provided<\/u>, that,\n  notwithstanding the occurrence of an IPO, each Shareholder\u0092s Preemptive Right\n  set forth in Section 6.1 shall terminate in the event such Shareholder\n  ceases to own at least 50% of the number of the Equity Securities owned by such\nShareholder as of the Closing Date.\n<\/p>
7. \u00a0          Representations\n  and Warranties<\/u>.\n<\/p>
Each of the Shareholders and the Subordinate\nShareholders represents and warrants to the Company and each other Shareholder\nand Subordinate Shareholder that:<\/p>\n\n\n\n
7.1  Power and Authority<\/u>.  Such Shareholder or Subordinate Shareholder\n  has the power, authority and capacity (or, in the case of any Shareholder or\n  Subordinate Shareholder that is a corporation, limited liability company or\n  limited partnership, all\n  \ncorporate limited\n    liability company or limited partnership power and authority, as the case may\nbe) to execute, deliver and perform this Agreement.<\/p>\n
7.2 Due Authorization<\/u>.  In the case of a Shareholder or Subordinate\n    Shareholder that is a corporation, limited liability company or limited\n    partnership, the execution, delivery and performance of this Agreement by such\n    Shareholder or Subordinate Shareholder has been duly and validly authorized and\n    approved by all necessary corporate limited liability company or limited\n    partnership action, as the case may be. \n    In the case of a Shareholder or Subordinate Shareholder that is an\n    individual, the execution, delivery and performance of this Agreement by such\n    Shareholder or Subordinate Shareholder are within such Shareholder\u0092s or\n    Subordinate Shareholder\u0092s full power and legal rights and no other action on\n    the part of such Shareholder or Subordinate Shareholder (including, without limitation,\n    obtaining spousal or other consents) is necessary to authorize this Agreement\nor the transactions contemplated hereby.<\/p>\n
7.3 Execution and Delivery<\/u>.  This Agreement has been duly and validly\n    executed and delivered by such Shareholder or Subordinate Shareholder and\n    constitutes a valid and legally binding obligation of such Shareholder or\n    Subordinate Shareholder enforceable against such Shareholder or Subordinate\nShareholder in accordance with its terms.<\/p>\n
7.4 No Conflict<\/u>.  The execution, delivery and performance of\n    this Agreement by such Shareholder or Subordinate Shareholder does not and will\n    not conflict with, violate the terms of or result in the acceleration of any\n    obligation under (i<\/u>)any material contract, commitment or other\n    material instrument to which such Shareholder or Subordinate Shareholder is a\n    party or by which such Shareholder or Subordinate Shareholder is bound, (ii<\/u>)in\n    the case of a Shareholder or any of its Subordinate Shareholders that is a\n    corporation, limited liability company or limited partnership, the certificate\n    of incorporation, by-laws, certificate of formation, limited liability company\n    agreement, certificate of limited partnership or limited partnership agreement,\n    as the case may be, of such Shareholder or Subordinate Shareholder or (iii<\/u>)any\napplicable Law.<\/p>\n
7.5 Share\n      Ownership<\/u>.  With respect to each Shareholder, ScheduleC\n      hereto sets forth (i)the number and type of Equity Securities owned by\n      such Shareholder, and (ii)the name of each Person holding Equity\n      Securities that are deemed to be owned by such Shareholder pursuant to Section 2.9\n      and the number and type of Equity Securities held by each such Person.  From and after the date hereof, each\n      Shareholder shall promptly notify each other Shareholder of any changes to the\n      information contained in ScheduleC with respect to such Shareholder or\n      any of its Subordinate Shareholders.\n<\/p>\n
8. Covenants<\/u>.<\/p>\n
8.1 Standstill<\/u>.  Neither Shareholder nor any of its\n    Subordinate Shareholders may acquire any Equity Securities of the Company if\n    immediately following such acquisition such Shareholder shall own, in the\n    aggregate, 50% or more of the outstanding voting power or economic benefit of\n    the Company without the prior written approval of JM, (or in the case of any\n    Management Member, without the approval of Yahoo and SOFTBANK), provided<\/u>,\n    that the approval rights in this Section 8.1 shall terminate upon the\n    earliest to occur of (i<\/u>)the second anniversary of the closing of\n    the IPO, (ii<\/u>)the fifth anniversary of the Closing Date, (iii<\/u>)JM\n    ceasing to be both the Chief Executive Officer and a director of the Company\n    and (iv<\/u>) JM ceasing to own at least 1% of the outstanding Ordinary\n    Shares on a Fully Diluted Basis.  With\n    respect to SOFTBANK only, for purposes of calculating the 50% limit set forth\n    in the preceding sentence, even after the Convertible Bond ceases to be\n    convertible in accordance with its terms, SOFTBANK shall be deemed to own the\n    number of Equity Securities into which the Convertible Bond owned by SOFTBANK\n    or any SOFTBANK Affiliate could otherwise be converted in accordance with its\n    terms if the Convertible Bond were then still convertible.  For clarity, the Convertible Bond shall not\n    be included in determining the number of Equity Securities outstanding after it\nceases to be convertible in accordance with its terms.<\/p>\n
8.2 Chief Executive Officer<\/u>.  JM shall continue to be the Company\u0092s Chief\n    Executive Officer following the Closing Date. \n    Each of Yahoo, SOFTBANK and the Management Members agree that they will\n    ensure that their respective designated directors shall vote in favor of JM\n    continuing to serve as the Company\u0092s Chief Executive Officer, unless he is\n    removed earlier for Cause, until the earlier to occur of (i<\/u>)the\n    closing date of the IPO, (ii<\/u>)the fifth anniversary of the Closing\nDate, and (iii<\/u>)his resignation, retirement, death or incapacity.<\/p>\n
8.3 Compliance Officer<\/u>.  The Company and Yahoo will mutually agree on\n    the appointment of certain personnel in the legal and finance departments of\n    the Company (the \u0093Compliance Officers<\/u>\u0094). \n    Among other duties, the Compliance Officers shall provide assistance to\n    Yahoo in relation to Yahoo\u0092s compliance with applicable Law (including, without\n    limitation, United States securities laws), and Nasdaq and stock exchange rulesand\n    requirements, in each case, with respect to the Company.  Except for Cause, the Company shall not\n    remove any Compliance Officer without Yahoo\u0092s written consent (such consent not\n    to be unreasonably conditioned, withheld or delayed), and shall promptly remove\n    any Compliance Officer upon Yahoo\u0092s written request.  Any vacancy created by the removal,\n    resignation, retirement, death or incapacity of any Compliance Officer shall be\n    filled promptly by the Company with a replacement mutually agreed upon by Yahoo\n    and the Company.\n<\/p>\n
8.4 Confidentiality<\/u>.  Each party shall maintain the confidentiality\n    of Confidential Information in accordance with procedures adopted by such party\n    in good faith to protect confidential information of third parties delivered to\n    such party, provided<\/u> that such party may deliver or disclose\n    Confidential Information to (i<\/u>)such party\u0092s representatives,\n    Affiliates, shareholders, limited partners, members of its investment\n    committees, advisory committees, similar bodies, and Persons related thereto,\n    who are informed of the confidentiality obligations of this Section 8.4and\n    such party shall be responsible for any violation of this Section 8.4 made\n    by any such Person, (ii<\/u>)any Governmental Authority having\n    jurisdiction over such party to the extent required by applicable Law or (iii<\/u>)any\n    other Person to which such delivery or disclosure may be necessary or\n    appropriate (A)to effect compliance with any Law applicable to such\n    party, or (B)in response to any subpoena or other legal process, provided<\/u> that, in the cases of clauses (ii)and (iii), the disclosing party shall\n    provide each other party with prompt written notice thereof so that the\n    appropriate party may seek (with the cooperation and reasonable efforts of the\n    disclosing party) a protective order, confidential treatment or other\n    appropriate remedy, and in any event shall furnish only that portion of the\n    information which is reasonably necessary for the purpose at hand and shall\n    exercise reasonable efforts to obtain reliable assurance that confidential\n    treatment will be accorded such information to the extent reasonably requested\nby any other party.<\/p>\n
8.5 Information Rights<\/u>.(a) The Company shall, and shall cause each\n    Subsidiary to, maintain true books and records of account in which full and\n    correct entries shall be made of all its business transactions pursuant to a\n    system of accounting established and administered in accordance with GAAP, and\n    shall set aside on its books all such proper accruals and reserves as shall be\n    required under GAAP.(b) The Company shall\n    deliver to each of Yahoo, SOFTBANK and each Management Member the following:(i) As soon as\n    available but in any event not later than thirty-five(35) days after the\n    end of each of the quarterly accounting periods, the unaudited consolidated balance sheet of the Company and\n    its Subsidiaries, if any, as of the end of each such period, the related\n    unaudited consolidated statements of operations, shareholders\u0092 equity and cash flows of the Company and its\n    Subsidiaries, if any, for such quarterly period and for the period from the\n    beginning of such fiscal year to the end of such quarterly period.  All such financial statements shall be\n    prepared in accordance with GAAP applied on a consistent basis and be certified\n    by the Company\u0092s Chief Financial Officer (and Chief Accounting Officer after\n    such Chief Accounting Officer is appointed).(ii) As soon as\n    available, but in any event no later than sixty (60) days after the end of each\n    fiscal year of the Company, a copy of the audited consolidated\n    balance sheets of the\n    Company and its Subsidiaries, if any, as of the end of such fiscal year and the\n    related consolidated statements of operations, shareholders equity and cash\n    flows of the Company and its Subsidiaries stating in comparative form the\n    figures as of the end of and for the previous fiscal year certified by a firm\n    of independent certified public accountants of recognized international\n    standing selected by the Company and approved by the Shareholders.  All such financial statements shall be\n    prepared in accordance with GAAP applied on a consistent basis and be certified by the Company\u0092s Chief\n    Financial Officer (and Chief Accounting Officer after such Chief Accounting\n    Officer is appointed).(iii) As soon as\n    available but in any event not later than thirty-five (35) days after the end\n    of each quarterly accounting periods, (A)explanations for any significant\n    movements from the prior quarter in each of the unaudited consolidated balance\n    sheets and statements of income, stockholders\u0092 equity and cash flows in\n    conjunction with 8.5(b)(i)above, and (B)operating metrics relevant\n    to the Alibaba businesses and used by Alibaba management for decision making\n    purposes.(iv) As soon as available but in any event not\n    later than thirty (30) days after the end of each monthly accounting periods, a\n    copy of the unaudited monthly management report, which shall include the\n    unaudited consolidated balance sheet and income statement of the Company and\n    its Subsidiaries, if any, after the end of such month.  All such financial statements shall be\n    prepared in accordance with GAAP applied on a consistent basis.(v) As soon as\n    practicable following Board approval, a copy of the annual strategic\n    plan and budget of the Company.(vi) With\n    reasonable promptness, such other information and data with respect to the\n    Company or any of its Subsidiaries as from time to time may be reasonably requested by any\n    Shareholder.(c) The Company will (and will cause its\n    Subsidiaries to) give (x<\/u>) the Shareholders, and their respective\n    employees and contract personnel primarily engaged by such Shareholder and (y<\/u>)\n    with the reasonable advance notice to, and the reasonable consent of, the\n    Company (such consent not to be reasonably withheld, conditioned or delayed),\n    the Shareholders\u0092 respective outside accountants, auditors, legal counsel and\n    other authorized representatives and agents, (i<\/u>)full access during\n    reasonable business hours to the properties, assets, books, contracts,\n    commitments, reports and records of the Company and its Subsidiaries, and furnish\n    to them all such documents, records and information with respect to the\n    properties, assets and business of the Company and its Subsidiaries and copies\n    of any work papers relating thereto as the Shareholders shall from time to time\n    reasonably request; and (ii<\/u>)reasonable access during reasonable\n    business hours to the Company, its Subsidiaries and their respective employees\n    as may be\n    necessary or useful to\n    the Shareholders in their reasonable judgment in connection with their review\n    of the properties, assets and business of the Company and its Subsidiaries and\n    the above-mentioned documents, records and information.  Without limiting the generality of the\n    foregoing, the Company will (and will cause its Subsidiaries to) provide Yahoo\n    and its accountants and auditors with access to such information and\n    individuals as is reasonably necessary to conduct a review of the Company and\n    its Subsidiaries (x<\/u>) within three months following the Closing Date, (y<\/u>)\n    twice annually thereafter, and (z<\/u>) as reasonably necessary to confirm that any material\n    weakness, significant deficiency, internal control failure or system fault\n    identified in a notice delivered or required to be delivered pursuant to Section 8.6\nhereof has been remedied.<\/p>\n
8.6 Internal Controls over Financial Reporting<\/u>.  The Company shall use its reasonable efforts\n    to establish and maintain a system of internal controls over financial\n    reporting adequate to permit Yahoo to comply with Section 404 of the\n    United States Sarbanes-Oxley Act of 2002 (\u0093Section 404<\/u>\u0094) and any\n    similar Law, in each case, with respect to the Company.  If the\n    Company identifies a significant deficiency or material weakness as defined\n    under Section 404 or its auditors identify a material internal control\n    failure or system fault in accounting or record-keeping, the Company shall give\n    Yahoo prompt written notice thereof specifying in reasonable detail the\n    material weakness, significant deficiency, internal control failure or system\n    fault and shall use its good faith efforts to correct such material weakness,\n    significant deficiency, internal control failure or system fault as\nexpeditiously as possible.<\/p>\n
8.7 GAAP<\/u>. \n      All financial statements of the Company shall be prepared in accordance\n  with GAAP.<\/p>\n
8.8 Fiscal Year<\/u>.  The fiscal year of the Company shall begin on\n    January 1 and end on December 31.<\/p>\n
8.9 Expansion of Business<\/u>.  In the event that the Company determines to\n          expand into or enter into an Internet-based consumer business (other than a peer-to-peer payments business) in\n          the United States, the United Kingdom, Germany, France or Korea, the Company\n          will first discuss and negotiate in good faith with Yahoo terms upon which the\n          Company and Yahoo would agree to enter such markets in a partnership on a\n      mutually advantageous and agreeable basis.<\/p>\n
9. Governing\nLaw and Dispute Resolution<\/u>.<\/p>\n
9.1 Governing Law<\/u>.  THIS AGREEMENT SHALL BE GOVERNED IN ALL\n    RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF\n    THE STATE OF NEW YORK.\n \n<\/p>
9.2 Arbitration<\/u>.(a) Any\n    dispute, controversy or claim arising out of, relating to, or in connection\n    with this Agreement, or the breach, termination or validity hereof, shall be\n    finally settled exclusively by arbitration. \n    The arbitration shall be conducted in accordance with the rulesof\n    the International Chamber of Commerce (the \u0093ICC<\/u>\u0094) in effect at the time\n    of the arbitration, except as they may be modified by mutual agreement of the\n    parties.  The seat of the arbitration\n    shall be Singapore, provided<\/u>, that, the arbitrators may hold hearings in\n    such other locations as the arbitrators determine to be most convenient and\n    efficient for all of the parties to such arbitration under the circumstances. \n    \nThe arbitration shall be conducted in the English language.(b) The arbitration shall be conducted by three\n    arbitrators.  The party (or the parties,\n    acting jointly, if there are more than one) initiating arbitration (the \u0093Claimant<\/u>\u0094)\n    shall appoint an arbitrator in its request for arbitration (the \u0093Request<\/u>\u0094).  The other party (or the other parties, acting\n    jointly, if there are more than one) to the arbitration (the \u0093Respondent<\/u>\u0094)\n    shall appoint an arbitrator within thirty (30) days of receipt of the Request\n    and shall notify the Claimant of such appointment in writing.  If within thirty (30) days of receipt of the\n    Request by the Respondent, either party has not appointed an arbitrator, then\n    that arbitrator shall be appointed by the ICC. \n    \nThe first two arbitrators appointed in accordance with this provision\n    shall appoint a third arbitrator within thirty (30) days after the Respondent\n    has notified Claimant of the appointment of the Respondent\u0092s arbitrator or, in\n    the event of a failure by a party to appoint, within thirty (30) days after the\n    ICC has notified the parties and any arbitrator already appointed of the\n    appointment of an arbitrator on behalf of the party failing to appoint.  When the third arbitrator has accepted the\n    appointment, the two arbitrators making the appointment shall promptly notify\n    the parties of the appointment.  If the\n    first two arbitrators appointed fail to appoint a third arbitrator or so to\n    notify the parties within the time period prescribed above, then the ICC shall\n    appoint the third arbitrator and shall promptly notify the parties of the\n    appointment.  The third arbitrator shall\n    act as Chair of the tribunal.(c) The arbitral award shall be in writing,\n    state the reasons for the award, and be final and binding on the parties.  The award may include an award of costs,\n    including reasonable attorneys\u0092 fees and disbursements.  In addition to monetary damages, the arbitral\n    tribunal shall be empowered to award equitable relief, including, but not\n    limited to, an injunction and specific performance of any obligation under this\n    Agreement.  The arbitral tribunal is not\n    empowered to award damages in excess of compensatory damages, and each party\n    hereby irrevocably waives any right to recover punitive, exemplary or similar\n    damages with respect to any dispute, except insofar as a claim is for\n    indemnification for an award of punitive damages awarded against a party in an\n    action brought against it by an independent third party.  The arbitral tribunal shall be authorized in\n    its discretion to grant pre-award and post-award interest at commercial rates.  Any costs, fees or taxes incident to\n    enforcing the award shall, to the maximum\n    extent permitted by Law,\n    be charged against the party resisting such enforcement.  Judgment upon the award may be entered by any\n    court having jurisdiction thereof or having jurisdiction over the relevant\n    party or its assets.(d) In order to facilitate the comprehensive\n    resolution of related disputes, and upon request of any party to the\n    arbitration proceeding, the arbitration tribunal may, within ninety (90) days\n    of its appointment, consolidate the arbitration proceeding with any other\n    arbitration proceeding involving any of the parties relating to this Agreement,\n    the Purchase and Contribution Agreement and the other Ancillary\n    Agreements.  The arbitration tribunal\n    shall not consolidate such arbitrations unless it determines that (x<\/u>) there\n    are issues of fact or law common to the proceedings, so that a consolidated\n    proceeding would be more efficient than separate proceedings, and (y<\/u>) no\n    party would be prejudiced as a result of such consolidation through undue delay\n    or otherwise.  In the event of different\n    rulings on this question by the arbitration tribunal constituted hereunder and\n    any tribunal constituted under the Ancillary Agreements, the ruling of the\n    tribunal constituted under this Agreement will govern, and that tribunal will\n    decide all disputes in the consolidated proceeding.(e) The parties\n    agree that the arbitration shall be kept confidential and that the existence of\n    the proceeding and any element of it (including but not limited to any\n    pleadings, briefs or other documents submitted or exchanged, any testimony or\n    other oral submissions, and any awards) shall not be disclosed beyond the\n    tribunal, the ICC, the parties, their counsel and any person necessary to the\n    conduct of the proceeding, except\n    as may be lawfully required in judicial proceedings relating to the arbitration\n    or otherwise, or as required by NASDAQ rulesor the rulesof\n    any other quotation system or exchange on which the disclosing party\u0092s\n    securities are listed or applicable Law.(f) The costs of arbitration shall be borne by\n    the losing party unless otherwise determined by the arbitration award.(g) All payments made pursuant to the\n    arbitration decision or award and any judgment entered thereon shall be made in\n    United States dollars, free from any deduction, offset or withholding for\n    Taxes.(h) Notwithstanding this Section 9.2 or any\n    other provision to the contrary in this Agreement, no party shall be obligated\n    to follow the foregoing arbitration procedures where such party intends to\n    apply to any court of competent jurisdiction for an interim injunction or\n    similar equitable relief against any other party, provided<\/u> there is no\n    unreasonable delay in the prosecution of that application.\n\n<\/p>
10.                                 Miscellaneous<\/u>.<\/p>\n
10.1 Notices<\/u>.  All notices, requests, demands, waivers and\n    other communications required or permitted to be given under this Agreement\n    shall be in writing and shall be deemed to have been duly given if (a<\/u>)delivered\n    personally, (b<\/u>) sent by commercial courier services or overnight\n    mail or delivery or (c<\/u>)sent by facsimile with confirmation by\n    personal delivery or overnight mail, as follows:(a) if to the Company, to<\/p>\n
Alibaba.com Corporation
\nc\/o Alibaba.com Hong Kong Limited
\n2403-05 Jubilee Centre
\n18 Fenwick Street
\n\nWanchai, Hong Kong
\nFax:  +852-2215-5200
\nTelephone:  +852-2215-5100
\nAttention:  Chief Financial Officer<\/p>\n\n\n\n
with a copy to:<\/p>\n\n\n\n
Debevoise& Plimpton LLP
\n13\/F Entertainment Building
\n30 Queen\u0092s Road<\/p>\n\n
Central, Hong Kong
\n\nFax:  (852)2810 9828
\nTelephone:  (852)2160 9800
\nAttention:  Thomas M. Britt III<\/p>\n\n\n\n(b) If to the Shareholders, to such Shareholder\u0092s\naddress set forth in the signature page.(c) If to a Subordinate Shareholder, to the care\nof the Shareholder which is deemed to own Equity Securities held by such\nSubordinate Shareholder pursuant to Section 2.9.
Or, in each case, at such\nother address as may be specified in writing to the other parties hereto.  All such notices, requests, demands, waivers\nand other communications shall be deemed to have been received (i<\/u>)if\nby personal delivery on the day after such delivery, (ii<\/u>) if by\ncourier services or overnight mail or delivery, on the day delivered, and (iii<\/u>)if\nby facsimile, on the next day following the day on which such facsimile was\nsent, provided that it is followed immediately by confirmation by personal\ndelivery or overnight mail that is received pursuant to subclause (i)or\n(ii).<\/p>\n\n\n
10.2  Management Members\u0092 Representative<\/u>.(a) Concurrent with the execution and delivery\n  of this Agreement, each of the Management Members is entering into an Agreement\n  Among Management Members (the \u0093Agreement Among Management Members<\/u>\u0094)\n  pursuant to which, inter alia, the Management Members have appointed the Chief\n  Executive Officer of the Company as their initial agent, representative and\n  attorney-in-fact (the \u0093Management Members\u0092 Representative<\/u>\u0094).(b) Each Shareholder shall be entitled to rely\n  upon the decision, actions, consents or instructions of the Management Members\u0092\n  Representative appointed pursuant to the Agreement Among Management Members as\n  being the decision, action, consent or instruction of the Management Members\n  and each of their respective Subordinate Shareholders in connection with all\n  matters set forth in this Agreement that are required to be taken up\n  collectively by the Management Members and each of their respective Subordinate\n  Shareholders (including but not limited to the designation of the Management\n  Member Designee(s) pursuant to Section 2.3 hereof).  Each of the Company, Yahoo and SOFTBANK are\n  hereby relieved from any liability to any Management Member or any Subordinate\n  Shareholder of any Management Member for any lawful acts done by them in\n  accordance with such decision, act, consent, or instruction of the Management\nMembers\u0092 Representative.<\/p>\n
10.3 Expenses<\/u>.  Each party to this Agreement shall bear\n  its respective expenses, costs and fees (including attorneys\u0092 fees) in\n  connection with the transactions contemplated hereby, including the\n  preparation, execution and delivery of this Agreement and compliance herewith,\nwhether or not the transactions contemplated hereby shall be consummated.<\/p>\n
10.4 Entire Agreement<\/u>.  This Agreement, the Purchase and Contribution\n  Agreement and the other Ancillary Agreements (when executed and delivered)\n  constitute the entire agreement and supersede all prior agreements and\n  understandings, both written and oral, between the parties with respect to the\n  subject matter hereof.  This Agreement\n  supersedes all prior shareholders agreements to which the Company and any\n  shareholder is a party, including, without limitation, the Amended and Restated\n  Shareholders Agreement entered into on May 13, 2004, among the Company and\ncertain shareholders parties thereto.<\/p>\n
10.5 Amendment and Waiver<\/u>.  Except as otherwise provided herein, no\n  amendment, alteration or modification of this Agreement or waiver of any\n  provision of this Agreement shall be effective against the Company, the\n  Shareholders or the Subordinate Shareholders unless such amendment, alteration,\n  modification or waiver is approved in writing by Yahoo, SOFTBANK and the\n  Management Members\u0092\n \nRepresentative (which\nshall be the only parties whose approval shall be necessary to effect any such\namendment, alteration, modification or waiver); provided<\/u>, that any\namendment, alteration or modification of Section 4.4, 4.8, 4.10 or 10.5 of\nthis Agreement or any other provision that may affect the rights of the\nFinancial Investors pursuant to Sections 4.4, 4.8, 4.10 and 10.5 of this\nAgreement shall also require the written consent of the Financial Investors\nowning Equity Securities with at least half of the voting power of Equity\nSecurities owned by all Financial Investors as of the date of this\nAgreement.  The failure of any party to\nenforce any provision of this Agreement shall not be construed as a waiver of\nsuch provision and shall not affect the right of such party thereafter to\nenforce each provision of this Agreement in accordance with its terms.\n<\/p>
10.6 Binding Effect<\/u>.  This Agreement shall be binding upon and\n  inure to the benefit of the parties hereto and their respective heirs, successors\n  and permitted assigns.\n<\/p>
10.7 Severability<\/u>.  If any provision, including any phrase,\n  sentence, clause, sectionor subsection, of this Agreement is invalid,\n  inoperative or unenforceable for any reason, such circumstances shall not have\n  the effect of rendering such provision in question invalid, inoperative or\n  unenforceable in any other case or circumstance, or of rendering any other\n  provision herein contained invalid, inoperative or unenforceable to any extent\nwhatsoever.\n<\/p>
10.8 Assignment<\/u>.  This Agreement shall not be assignable or\n  otherwise transferable by any party hereto without the prior written consent of\n  each of Yahoo, SOFTBANK and the Management Members\u0092 Representative (which shall\n  be the only parties whose approval shall be necessary to effect any such\n  assignment), and any purported assignment or other transfer without such\nconsent shall be void and unenforceable.\n<\/p>
10.9 No Third Party Beneficiaries<\/u>.  Except as provided in Sections 2.7 and 4.10,\n    nothing in this Agreement shall confer any rights upon any person or entity\n    other than the parties hereto and their respective heirs, successors and\n  permitted assigns.\n<\/p>
10.10 Termination<\/u>.  Subject to the foregoing, this Agreement\n    shall terminate with respect to each Shareholder or Subordinate Shareholder, in\n    its capacity as a Shareholder or Subordinate Shareholder, respectively, at the\n    time at which such Shareholder or Subordinate Shareholder, respectively, ceases\n    to own any Equity Securities, except that such termination shall not affect (a<\/u>)the\n    rights perfected or the obligations incurred by such Shareholder or Subordinate\n    Shareholder, respectively, under this Agreement prior to such termination\n    (including any liability for breach of this Agreement) and (b<\/u>)the\n    obligations expressly stated to survive such cessation of ownership of Equity\n    Securities.\n \n\n<\/p>
10.11  Headings<\/u>.  The headings of this Agreement are inserted\n  for convenience only and do not constitute a part of this Agreement.<\/p>\n
10.12 Counterparts<\/u>.  This Agreement may be executed in any number\n    of counterparts each of which shall be an original and all of which taken\n    together shall constitute one and the same agreement.<\/p>\n\n\n
IN WITNESS WHEREOF, the parties have executed this\nAgreement as of the date first above written.<\/p>\n\n\n\n\n\n<\/pre>\n\n\n\n\n\n\n\n
\n
ALIBABA.COM CORPORATION<\/b><\/p>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n
By:<\/p>\n<\/td>\n
\n
\/s\/ Joseph C. Tsai<\/p>\n<\/td>\n
<\/td>\n<\/tr>\n
\n
Name: Joseph C. Tsai<\/p>\n<\/td>\n<\/tr>\n
\n
Title: Director<\/p>\n<\/td>\n<\/tr>\n<\/table>\n\n\n\n\n\n\n\n\n\n\n\n
\n
YAHOO INC.<\/b><\/p>\n<\/td>\n
\n
Address for notices:<\/p>\n<\/td>\n<\/tr>\n
\n
<\/b><\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n
<\/b><\/p>\n<\/td>\n
\n
Yahoo Inc.<\/p>\n<\/td>\n<\/tr>\n
\n
By:<\/p>\n<\/td>\n
\n
\/s\/ Michael Callahan<\/p>\n<\/td>\n
\n
<\/b><\/p>\n<\/td>\n
\n
701 First Avenue<\/p>\n<\/td>\n<\/tr>\n
\n
Name:<\/p>\n<\/td>\n
\n
Michael Callahan<\/p>\n<\/td>\n
\n
Sunnyvale, CA 94089<\/p>\n<\/td>\n<\/tr>\n
\n
Title:<\/p>\n<\/td>\n
\n
Senior Vice President, General
\n  Counsel and Secretary<\/p>\n<\/td>\n
\n
Fax: +1-408-349-3301<\/p>\n
  Telephone: +1-408-349-3300<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n
Attention: General Counsel<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n
with a copy to:<\/p>\n
  Skadden, Arps, Slate, Meagher& Flom LLP
\n  525 University Avenue
\n  Suite1100
\n  Palo Alto, CA 94301<\/p>\n
  Fax: +1-650-470-4570
\n  Telephone: +1-650-470-4500
\n  Attention: Kenton J. King<\/p>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/table>\n
[SIGNATURE PAGE TO
\nSHAREHOLDERS AGREEMENT]<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
\n
YAHOO! HOLDINGS (HONG KONG)
\n  LIMITED<\/b><\/p>\n<\/td>\n
\n
Address for notices:<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
Yahoo! Holdings (Hong Kong) Limited<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
Room2802, Sunning Plaza<\/p>\n<\/td>\n<\/tr>\n
\n
By:<\/p>\n<\/td>\n
\n
\/s\/ Patricia Cuthbert<\/p>\n<\/td>\n
\n<\/td>\n\n
10 Hysan Avenue, Causeway Bay<\/p>\n<\/td>\n<\/tr>\n
\n
Name: Patricia Cuthbert<\/p>\n<\/td>\n
\n
Hong Kong<\/p>\n<\/td>\n<\/tr>\n
\n
Title: Director<\/p>\n<\/td>\n
\n
Fax: +852-2576-1560<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
Telephone: +852-2837-6216<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
Attention: General Counsel<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
with a copy to:<\/p>\n
  Skadden, Arps, Slate, Meagher& Flom LLP
\n  525 University Avenue
\n  Suite1100
\n  Palo Alto, CA 94301<\/p>\n
  Fax: +1-650-470-4570
\n  Telephone: +1-650-470-4500
\n  Attention: Kenton J. King<\/p>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/table>\n
\n
[SIGNATURE PAGE TO
\nSHAREHOLDERS AGREEMENT]<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n
SOFTBANK CORP.<\/b><\/p>\n<\/td>\n
\n
Address for notices:<\/p>\n<\/td>\n<\/tr>\n
\n
<\/b><\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n
<\/b><\/p>\n<\/td>\n
\n
SOFTBANK CORP.<\/p>\n<\/td>\n<\/tr>\n
\n
By:<\/p>\n<\/td>\n
\n
\/s\/ Masayoshi Son<\/p>\n<\/td>\n
\n<\/td>\n\n
1-9-1, Higashi-Shimbashi Minato-ku<\/p>\n<\/td>\n<\/tr>\n
\n
Name: Masayoshi Son<\/p>\n<\/td>\n
\n
Tokyo, 105-7303, Japan<\/p>\n<\/td>\n<\/tr>\n
\n
Title: President& CEO<\/p>\n<\/td>\n
\n
Fax:<\/p>\n<\/td>\n
\n
+81-3-6215-5001<\/p>\n<\/td>\n<\/tr>\n
\n
<\/b><\/p>\n<\/td>\n
\n
Telephone:<\/p>\n<\/td>\n
\n
+81-3-6889-2270<\/p>\n<\/td>\n<\/tr>\n
\n
<\/b><\/p>\n<\/td>\n
\n
Attention:<\/p>\n<\/td>\n
\n
Finance Department<\/p>\n<\/td>\n<\/tr>\n
\n
<\/b><\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n
<\/b><\/p>\n<\/td>\n
\n
with a copy to:<\/p>\n
  Morrison & Foerster LLP<\/p>\n
  AIG Building, 11th<\/sup> Floor
\n  1-3, Marunouchi 1 chome
\n  Chiyoda-ku, Tokyo 100-0005
\n  Japan<\/p>\n<\/td>\n<\/tr>\n
\n
<\/b><\/p>\n<\/td>\n
\n
Fax:<\/p>\n<\/td>\n
\n
+81-3-3214-6512<\/p>\n<\/td>\n<\/tr>\n
\n
<\/b><\/p>\n<\/td>\n
\n
Telephone:<\/p>\n<\/td>\n
\n
+81-3-3214-6522<\/p>\n<\/td>\n<\/tr>\n
\n
<\/b><\/p>\n<\/td>\n
\n
Attention:<\/p>\n<\/td>\n
\n
Kenneth A. Siegel<\/p>\n<\/td>\n<\/tr>\n
\n
SB CHINA HOLDINGS PTE LTD<\/b><\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n
<\/b><\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n
<\/b><\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n
By:<\/p>\n<\/td>\n
\n
\/s\/ Chauncey Shey<\/p>\n<\/td>\n
\n
<\/b><\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n
Name: Chauncey Shey<\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n
Title: CEO<\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n<\/tr>\n
\n
SOFTBANK BB CORP.<\/b><\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n
<\/b><\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n
By:<\/p>\n<\/td>\n
\n
\/s\/ Masayoshi Son<\/p>\n<\/td>\n
\n
<\/b><\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n
Name: Masayoshi Son<\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n
Title: President& CEO<\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/table>\n
\n
[SIGNATURE PAGE TO
\nSHAREHOLDERS AGREEMENT]<\/p>\n

<\/p>\n
\n
\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n
\/s\/ Jack Ma Yun<\/p>\n<\/td>\n
\n<\/td>\n\n
Address for notices:<\/p>\n<\/td>\n<\/tr>\n
\n
Jack Ma Yun<\/p>\n<\/td>\n
\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n
c\/o Alibaba.com Hong Kong Limited
\n  2403-05 Jubilee Centre
\n  18 Fenwick Street
\n  Wanchai, Hong Kong
\n  Fax: +852-2215-5200<\/p>\n
  Telephone: +852-2215-5100<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n
\/s\/ Joseph C. Tsai<\/p>\n<\/td>\n
\n<\/td>\n\n
Address for notices:<\/p>\n<\/td>\n<\/tr>\n
\n
Joseph C. Tsai<\/p>\n<\/td>\n
\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n
c\/o Alibaba.com Hong Kong Limited
\n  2403-05 Jubilee Centre
\n  18 Fenwick Street
\n  Wanchai, Hong Kong
\n  Fax: +852-2215-5200<\/p>\n
  Telephone: +852-2215-5100<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n
\/s\/ Li Qi<\/p>\n<\/td>\n
\n<\/td>\n\n
Address for notices:<\/p>\n<\/td>\n<\/tr>\n
\n
Li Qi<\/p>\n<\/td>\n
\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n
c\/o Alibaba.com Hong Kong Limited
\n  2403-05 Jubilee Centre
\n  18 Fenwick Street
\n  Wanchai, Hong Kong
\n  Fax: +852-2215-5200<\/p>\n
  Telephone: +852-2215-5100<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n
\/s\/ John Wu<\/p>\n<\/td>\n
\n<\/td>\n\n
Address for notices:<\/p>\n<\/td>\n<\/tr>\n
\n
John Wu<\/p>\n<\/td>\n
\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n
c\/o Alibaba.com Hong Kong Limited
\n  2403-05 Jubilee Centre
\n  18 Fenwick Street
\n  Wanchai, Hong Kong
\n  Fax: +852-2215-5200<\/p>\n
  Telephone: +852-2215-5100<\/p>\n<\/td>\n<\/tr>\n<\/table>\n
[SIGNATURE PAGE TO
\nSHAREHOLDERS AGREEMENT]<\/p>\n

<\/p>\n
\n
\n\n\n\n\n\n\n\n\n
\n
THE SUBORDINATE
\n  SHAREHOLDERS LISTED ON
\n  SCHEDULEC HERETO<\/b><\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n<\/tr>\n
\n
<\/b><\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n
By:<\/p>\n<\/td>\n
\n
\/s\/ Joseph C. Tsai<\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n
Name: Joseph C. Tsai<\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n
Title: Attorney-In-Fact<\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/table>\n
[SIGNATURE PAGE TO
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