Common use of Release and Discharge Clause in Contracts

Release and Discharge. Effective as of the Effective Time, Alibaba, Yahoo! and Softbank, for themselves and, to the maximum extent permitted by Law, on behalf of each of their respective former and current officers, directors, executives, employees (including, without limitation, internal legal counsel), subsidiaries, controlled Affiliates, predecessor entities, successors and assigns of any said person or entity (the “Releasing Parties”), hereby knowingly, voluntarily, unequivocally, fully, and, subject in each case to Section 4.13 hereof, unconditionally, irrevocably and forever release and discharge Alibaba, OpCo, HoldCo, JM, JT, SX and each of their respective former and current officers, directors, executives, employees, security holders (including without limitation shareholders), parents, subsidiaries, Affiliates, predecessor entities, accountants, auditors, attorneys, representatives (excluding investment banking firms), heirs, executors, administrators, successors and assigns of any said person or entity (including, without limitation, internal legal counsel) (collectively, the “Released Persons”) from the following (collectively, the “Released Claims”): any and all past or present, direct and/or indirect claims, rights, actions, causes of action, losses, obligations, sums of money due, costs, judgments, suits, damages and charges of whatever kind or nature, known or unknown, disclosed or undisclosed, suspected or unsuspected, contingent or absolute, in law or in equity, whether individual, or in their capacity as shareholders of Alibaba or of any of their respective subsidiaries or controlled Affiliates, asserted or that could have been asserted, under any Law of any jurisdiction anywhere in the world (including without limitation any Law of the United States or any state or territory thereof, any Law of the Peoples Republic of China or any region or territory thereof or the Special Administrative Region of Hong Kong, and any Law of the Cayman Islands) (collectively, “Claims”):

Release and Discharge. (a) Effective as of and contingent on the Effective TimeClosing, Alibabato the fullest extent permitted by applicable Law, Yahoo! the Seller, on behalf of itself and Softbankon behalf of its shareholders or members, for themselves as applicable, assigns and beneficiaries and, to the maximum extent permitted by Lawacting in a representative capacity, on behalf of each of their respective former and current officersits creditors, directors, executivesofficers, employees (includingmanagers, without limitationemployees, internal legal counsel)investors, subsidiaries, controlled Affiliates, predecessor entitiesrepresentatives (including any investment banking, legal or accounting firm retained), successors and assigns of any said person or entity of them (collectively, the “Releasing PartiesPersons”), hereby knowingly, voluntarily, unequivocallyunconditionally and irrevocably waives, fullyfully and finally releases, and, subject in each case to Section 4.13 hereof, unconditionally, irrevocably acquits and forever release discharges each Group Company and discharge Alibabaits shareholders or members, OpCoas applicable, HoldCoassigns and beneficiaries, JM, JT, SX and each of their respective former and current officerscreditors, directors, executivesofficers, managers, employees, security holders (including without limitation shareholders), parents, subsidiariesinvestors, Affiliates, predecessor entities, accountants, auditors, attorneys, representatives (excluding including any investment banking firmsbanking, legal or accounting firm retained by any of them), heirs, executors, administrators, successors and assigns of any said person or entity (includingof them, without limitationAffiliates and predecessors, internal legal counsel) successors and assigns of any of them (collectively, the “Released Persons”) from the following (collectively, the “Released Claims”): any and all past or present, direct and/or indirect claims, rights, actions, causes of action, lossessuits, debts, accounts, bonds, bills, covenants, contracts, controversies, obligations, sums of money dueclaims, counterclaims, debts, demands, damages, costs, judgmentsexpenses, suitscompensation or liabilities of every kind and any nature whatsoever, damages and charges of whatever kind in each case whether absolute or naturecontingent, liquidated or unliquidated, known or unknown, disclosed direct or undisclosedderivative on behalf of any Person, suspected and whether arising under any agreement or unsuspectedunderstanding or otherwise at Law or equity (“Released Claims”), contingent which such Releasing Persons, or absoluteany of them, had, has, or may have had arising from, connected or related to, or caused by any event, occurrence, cause or thing, of any type whatsoever, or otherwise, arising or existing, or occurring, in law whole or in equitypart, whether individualat any time in the past until and including the Closing against any of the Released Persons with respect to any Group Company, including any Releasing Person’s investment in securities in any Group Company or arising out of, relating to or in their capacity as shareholders of Alibaba or connection with the Existing Articles (the “Release”); provided, that the Parties acknowledge and agree that this Section 6.9 does not apply to and shall not constitute a release of any of their respective subsidiaries rights or controlled Affiliatesobligations to the extent arising under (i) this Agreement, asserted any other Transaction Document or that could have been asserted, under any Law certificate or other instrument delivered by or on behalf of any jurisdiction anywhere in Party pursuant to this Agreement, and/or (ii) any Contract entered into by and among the world Seller and/or its subsidiaries (including without limitation other than any Law of the United States or any state or territory thereofGroup Companies), any Law of the Peoples Republic of China or any region or territory thereof or the Special Administrative Region of Hong Kongon one hand, and any Law Group Company, on the other hand, prior to the Closing. The Release shall be effective as a full, final and irrevocable accord and satisfaction and release of all of the Cayman IslandsReleased Claims. (b) Effective as of and contingent on the Closing, the Seller hereby irrevocably and unconditionally covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Released Person, based upon the Release or to seek to recover any amounts in connection therewith or thereunder from and after the Closing. Any Released Person may plead this Release as a complete bar to any Released Claims brought in derogation of this covenant not to sue. (collectivelyc) The Seller agrees that if it violates any provision of this Section 6.9, “Claims”):it will pay the costs and expenses of defending against any related or resulting Legal Proceedings incurred by the Released Persons, including attorney’s fees.

Release and Discharge. (a) Effective as of and contingent upon the Effective TimeClosing, Alibabato the fullest extent permitted by applicable Law, Yahoo! each of the Warrantors, on behalf of itself and Softbankon behalf of its shareholders or members, for themselves as applicable, assigns and beneficiaries and, to the maximum extent permitted by Lawacting in a representative capacity, on behalf of each of their respective former and current officersits creditors, directors, executivesofficers, employees (includingmanagers, without limitationemployees, internal legal counsel)investors, subsidiaries, controlled Affiliates, predecessor entitiesrepresentatives (including any investment banking, legal or accounting firm retained by such Warrantor), successors and assigns of any said person or entity of them (collectively, the “Releasing PartiesPersons”), hereby knowingly, voluntarily, unequivocallyunconditionally and irrevocably waives, fullyfully and finally releases, and, subject in each case to Section 4.13 hereof, unconditionally, irrevocably acquits and forever release discharges each Group Company and discharge Alibabaits shareholders or members, OpCoas applicable, HoldCoassigns and beneficiaries, JM, JT, SX and each of their respective former and current officerscreditors, directors, executivesofficers, managers, employees, security holders (including without limitation shareholders), parents, subsidiariesinvestors, Affiliates, predecessor entities, accountants, auditors, attorneys, representatives (excluding including any investment banking firmsbanking, legal or accounting firm retained by any of them), heirs, executors, administrators, successors and assigns of any said person or entity (includingof them, without limitationAffiliates and predecessors, internal legal counsel) successors and assigns of any of them (collectively, the “Released Persons”) from the following (collectively, the “Released Claims”): any and all past or present, direct and/or indirect claims, rights, actions, causes of action, lossessuits, debts, accounts, bonds, bills, covenants, contracts, controversies, obligations, sums of money dueclaims, counterclaims, debts, demands, damages, costs, judgmentsexpenses, suitscompensation or liabilities of every kind and any nature whatsoever, damages and charges of whatever kind in each case whether absolute or naturecontingent, liquidated or unliquidated, known or unknown, disclosed direct or undisclosedderivative on behalf of any Person, suspected and whether arising under any agreement or unsuspectedunderstanding or otherwise at Law or equity (“Released Claims”), contingent which such Releasing Persons, or absoluteany of them, had, has, or may have had arising from, connected or related to, or caused by any event, occurrence, cause or thing, of any type whatsoever, or otherwise, arising or existing, or occurring, in law whole or in equitypart, at any time in the past until and including the Closing against any of the Released Persons with respect to any Group Company, whether individualarising out of, relating to or in connection with the Seller’s investment in securities in any Group Company, the Existing Articles or otherwise (the “Release”). The Release shall be effective as a full, final and irrevocable accord and satisfaction and release of all the Released Claims. (b) Effective as of and contingent upon the Closing, each of the Warrantors hereby irrevocably and unconditionally covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Released Person, based upon the Release or to seek to recover any amounts in connection therewith or thereunder from and after the Closing. Any Released Person may plead this Release as a complete bar to any Released Claims brought in derogation of this covenant not to ▇▇▇. (c) Each of the Warrantors agrees that if it violates any provision of this Section 6.9, such Warrantor will pay the costs and expenses of defending against any related or resulting Legal Proceedings incurred by the Released Persons, including attorney’s fees. (d) The provisions of the foregoing Section 6.9(a) to (c) shall not apply to any liability or claim (i) arising from the Seller Guarantee, (ii) arising from Onshore Shareholder Loans or the Offshore Shareholder Loans, (iii) arising from any transaction that is at least as favorable to Group Companies as would have been obtainable by them at the time in a comparable arm’s-length transaction with an unrelated party, (iv) arising under the governing documents of the Group Companies, including in respect of exculpation and indemnification, or any indemnification agreement, (v) arising under the Transaction Documents, or (vi) arising from employment relationship with the Group Companies, including accrued but unpaid salary, benefits, reimbursable expenses and other types of compensation and benefits to the extent reflected in the Financial Statements or the Closing Statement. (e) For the avoidance of doubt, the Warrantors shall, and shall cause their capacity respective Affiliates to, knowingly, voluntarily, unconditionally and irrevocably waive, fully and finally release, acquit and forever discharge (i) each employee of the Group Companies from all Liabilities and claims arising from any non-competition obligations under his or her existing labor contract with the relevant Group Company, and (ii) the Group Companies from all Liabilities and claims for any liquidated damages or penalties due to a breach of non-compete or similar obligations as shareholders a result of Alibaba or of the transactions contemplated hereby under any of their respective subsidiaries existing business contract with the Warrantors or controlled Affiliatestheir Affiliates (excluding the Group Companies), asserted or that could have been asserted, under any Law of any jurisdiction anywhere in to the world (including without limitation any Law of extent such contact is not terminated at the United States or any state or territory thereof, any Law of the Peoples Republic of China or any region or territory thereof or the Special Administrative Region of Hong Kong, and any Law of the Cayman Islands) (collectively, “Claims”):Closing.

Release and Discharge. Unless otherwise permitted under this Agreement: (a) Effective as of and contingent upon the Effective TimeClosing, Alibabato the fullest extent permitted by applicable Laws, Yahoo! each of the Selling Shareholders, on behalf of itself and Softbankon behalf of its shareholders or members, for themselves as applicable, assigns and beneficiaries and, to the maximum extent permitted by Lawacting in a representative capacity, on behalf of each of their respective former and current officersits creditors, directors, executivesofficers, employees (includingmanagers, without limitationemployees, internal legal counsel)investors, subsidiaries, controlled Affiliates, predecessor entitiesrepresentatives (including any investment banking, legal or accounting firm retained by the such Selling Shareholder), successors and assigns of any said person or entity of them (collectively, the “Releasing PartiesPersons”), hereby knowingly, voluntarily, unequivocallyunconditionally and irrevocably waives, fullyfully and finally releases, and, subject in each case to Section 4.13 hereof, unconditionally, irrevocably acquits and forever release discharges each Group Company and discharge Alibabaits shareholders or members, OpCoas applicable, HoldCoassigns and beneficiaries, JM, JT, SX and each of their respective former and current officerscreditors, directors, executivesofficers, managers, employees, security holders (including without limitation shareholders), parents, subsidiariesinvestors, Affiliates, predecessor entities, accountants, auditors, attorneys, representatives (excluding including any investment banking firmsbanking, legal or accounting firm retained by any of them), heirs, executors, administrators, successors and assigns of any said person or entity (includingof them, without limitationAffiliates and predecessors, internal legal counsel) successors and assigns of any of them (collectively, the “Released Persons”) from the following (collectively, the “Released Claims”): any and all past or present, direct and/or indirect claims, rights, actions, causes of action, lossessuits, debts, accounts, bonds, bills, covenants, contracts, controversies, obligations, sums of money dueclaims, counterclaims, debts, demands, damages, costs, judgmentsexpenses, suitscompensation or liabilities of every kind and any nature whatsoever, damages and charges of whatever kind in each case whether absolute or naturecontingent, liquidated or unliquidated, known or unknown, disclosed direct or undisclosedderivative on behalf of any Person, suspected and whether arising under any agreement or unsuspectedunderstanding or otherwise at Law or equity (“Released Claims”), contingent which such Releasing Persons, or absoluteany of them, had, has, or may have had arising from, connected or related to, or caused by any event, occurrence, cause or thing, of any type whatsoever, or otherwise, arising or existing, or occurring, in law whole or in equitypart, whether individualat any time in the past until and including the Closing against any of the Released Persons with respect to any Group Company, arising out of, relating to or in connection with such Selling Shareholder’s investment in securities in any Group Company, the Existing Articles (the “Release”). The Release shall be effective as a full, final and irrevocable accord and satisfaction and release of all of the Released Claims. (b) Effective as of and contingent upon the Closing, each of the Selling Shareholders hereby irrevocably and unconditionally covenants to refrain from, directly or indirectly, asserting any claim or demand, or in their capacity as shareholders of Alibaba commencing, instituting or causing to be commenced, any proceeding of any kind against any Released Person, based upon the Release or to seek to recover any amounts in connection therewith or thereunder from and after the Closing. Any Released Person may plead this Release as a complete bar to any Released Claims brought in derogation of their respective subsidiaries or controlled Affiliates, asserted or that could have been asserted, under any Law of any jurisdiction anywhere in the world this covenant not to ▇▇▇. (including without limitation any Law c) Each of the United States Selling Shareholders agree that if it violates any provision of this Section 6.10, such Selling Shareholder will pay the costs and expenses of defending against any related or any state or territory thereofresulting Legal Proceedings incurred by the Released Persons, any Law of the Peoples Republic of China or any region or territory thereof or the Special Administrative Region of Hong Kongincluding attorney’s fees, if determined by a final and any Law of the Cayman Islands) (collectively, “Claims”):legally binding judgment issued by a competent court.

Release and Discharge. Unless otherwise permitted under this Agreement: (a) Effective as of and contingent upon the Effective TimeClosing, Alibabato the fullest extent permitted by applicable Laws, Yahoo! each of the Selling Shareholders, on behalf of itself and Softbankon behalf of its shareholders or members, for themselves as applicable, assigns and beneficiaries and, to the maximum extent permitted by Lawacting in a representative capacity, on behalf of each of their respective former and current officersits creditors, directors, executivesofficers, employees (includingmanagers, without limitationemployees, internal legal counsel)investors, subsidiaries, controlled Affiliates, predecessor entitiesrepresentatives (including any investment banking, legal or accounting firm retained by the such Offshore Selling Shareholder), successors and assigns of any said person or entity of them (collectively, the “Releasing PartiesPersons”), hereby knowingly, voluntarily, unequivocallyunconditionally and irrevocably waives, fullyfully and finally releases, and, subject in each case to Section 4.13 hereof, unconditionally, irrevocably acquits and forever release discharges each Group Company and discharge Alibabaits shareholders or members, OpCoas applicable, HoldCoassigns and beneficiaries, JM, JT, SX and each of their respective former and current officerscreditors, directors, executivesofficers, managers, employees, security holders (including without limitation shareholders), parents, subsidiariesinvestors, Affiliates, predecessor entities, accountants, auditors, attorneys, representatives (excluding including any investment banking firmsbanking, legal or accounting firm retained by any of them), heirs, executors, administrators, successors and assigns of any said person or entity (includingof them, without limitationAffiliates and predecessors, internal legal counsel) successors and assigns of any of them (collectively, the “Released Persons”) from the following (collectively, the “Released Claims”): any and all past or present, direct and/or indirect claims, rights, actions, causes of action, lossessuits, debts, accounts, bonds, bills, covenants, contracts, controversies, obligations, sums of money dueclaims, counterclaims, debts, demands, damages, costs, judgmentsexpenses, suitscompensation or liabilities of every kind and any nature whatsoever, damages and charges of whatever kind in each case whether absolute or naturecontingent, liquidated or unliquidated, known or unknown, disclosed direct or undisclosedderivative on behalf of any Person, suspected and whether arising under any agreement or unsuspectedunderstanding or otherwise at Law or equity (“Released Claims”), contingent which such Releasing Persons, or absoluteany of them, had, has, or may have had arising from, connected or related to, or caused by any event, occurrence, cause or thing, of any type whatsoever, or otherwise, arising or existing, or occurring, in law whole or in equitypart, whether individualat any time in the past until and including the Closing against any of the Released Persons with respect to any Group Company, arising out of, relating to or in connection with such Offshore Selling Shareholder’s investment in securities in any Group Company, the Existing Articles and/or the Existing Shareholders Agreement (the “Release”). The Release shall be effective as a full, final and irrevocable accord and satisfaction and release of all of the Released Claims. (b) Effective as of and contingent upon the Closing, each of the Offshore Selling Shareholders and the Onshore Selling Shareholders hereby irrevocably and unconditionally covenants to refrain from, directly or indirectly, asserting any claim or demand, or in their capacity as shareholders of Alibaba commencing, instituting or causing to be commenced, any proceeding of any kind against any Released Person, based upon the Release or to seek to recover any amounts in connection therewith or thereunder from and after the Closing. Any Released Person may plead this Release as a complete bar to any Released Claims brought in derogation of their respective subsidiaries or controlled Affiliates, asserted or that could have been asserted, under any Law of any jurisdiction anywhere in the world this covenant not to ▇▇▇. (including without limitation any Law c) Each of the United States Offshore Selling Shareholders and Onshore Selling Shareholders agree that if it violates any provision of this Section 6.10, such Offshore Selling Shareholder or Onshore Selling Shareholder will pay the costs and expenses of defending against any state related or territory thereofresulting Legal Proceedings incurred by the Released Persons, any Law of the Peoples Republic of China or any region or territory thereof or the Special Administrative Region of Hong Kongincluding attorney’s fees, if determined by a final and any Law of the Cayman Islands) (collectively, “Claims”):legally binding judgment issued by a competent court.

Release and Discharge. Effective as (a) Each of the Effective Time, Alibaba, Yahoo! Parties for itself and Softbank, for themselves and, to the maximum extent permitted by Law, on behalf of each any parent, subsidiary, Affiliate, officer, director, agent, attorney, shareholder, partner, member, manager, representative, employee, trustee predecessor, principal, successor-in-interest, assignor or assignee of their respective former and current officers, directors, executives, employees (including, without limitation, internal legal counsel), subsidiaries, controlled Affiliates, predecessor entities, successors and assigns of any said person or entity (the “Releasing Parties”), hereby knowingly, voluntarily, unequivocally, fully, and, subject in each case to Section 4.13 hereof, unconditionally, irrevocably and forever release and discharge Alibaba, OpCo, HoldCo, JM, JT, SX and each of their respective former and current officers, directors, executives, employees, security holders (including without limitation shareholders), parents, subsidiaries, Affiliates, predecessor entities, accountants, auditors, attorneys, representatives (excluding investment banking firms), heirs, executors, administrators, successors and assigns of any said person or entity (including, without limitation, internal legal counsel) such party (collectively, the “Released Persons”"Releasors") from forever, knowingly, voluntarily and irrevocably release, acquit and discharge each of the following other Parties, together with any parent, subsidiary, Affiliate, officer, director, agent, attorney, shareholder, partner, member, manager, representative, employee, trustee predecessor, principal, successor-in-interest, assignor or assignee of such other Parties (collectively, the “Released Claims”): "Releasees") from any and all past or presentaction, direct and/or indirect claims, rights, actions, causes cause of action, losseschose in action, obligationscase, sums claim, potential claim, counterclaim, potential counterclaim, right of money dueset-off, indemnity, suit, debt, dues, sum of money, account, guarantee, bond, covenant, controversy, lien, contract, agreement, promise, representation, liability, variance, trespass, injury, damage, harm, judgment, remedy, demand, loss, right or interest of any kind or nature whatsoever, at law, in equity or otherwise, including, without limiting the generality of the foregoing, claims for damages, attorney’s fees, interest, costs, judgmentsexpenses, suitspenalties and equitable relief, damages whether known or unknown, suspected or unsuspected, however and charges whenever arising and in whatever capacity and jurisdiction (each, a "Claim") of whatever kind any nature whatsoever, at law, in equity or natureotherwise, whether direct, indirect, derivative or otherwise which have been asserted against any of the Releasees or which, whether currently existing or not, known or unknown, disclosed or undisclosed, suspected or unsuspected, contingent fixed or absolutecontingent, and whether or not concealed or hidden, the Releasors ever could have asserted or ever could assert, in law any capacity, either for themselves or in equityas an assignee, whether individualheir, executor, trustee, or otherwise, or for or on behalf of any other person, against the Releasees, arising out of, relating to or concerning the Framework Agreement, including any and all rights under the Framework Agreement and each of the Claims (all such Claims, collectively, the "Released Claims"), and on behalf of the Releasors unequivocally, unconditionally and irrevocably agrees not to initiate or continue legal proceedings of any kind whatsoever with respect to any Released Claim, or institute, assert, or threaten to assert any Released Claim, provided that this Clause 3 shall in their capacity no event have the effect to exclude any liability whatsoever that arises as shareholders a result of Alibaba any fraudulent or criminal act or omission by any Releasee. (b) Each of the Parties further covenants and promises that it will not, and will use its best efforts to cause the other Releasors not to, file, pursue or bring any Released Claim in any judicial, arbitral or administrative forum against any one or more of the Releasees; provided, however, that nothing herein will be construed or deemed to release any covenants contained in, or claims for breach of, this Agreement or any written amendments, supplements or modifications thereto. The Parties expressly agree that a breach or an alleged breach of this Agreement will neither give rise to nor resurrect any right to ▇▇▇ on the Released Claims. (c) Without prejudice to the generality of Clause 3(a), it is expressly agreed and accepted by the Parties that the foregoing releases are and are intended to be a general release of all claims of the Releasors against the Releasees in respect of the matters referred to in that clause, and the Parties hereby expressly waive any rights that they may have with respect to any Claims which they do not know or suspect to exist at the time of executing this Agreement, even those Claims which if known might have materially affected this Agreement. To the extent that legislation or any principles of Law might provide otherwise than the first sentence of this clause, such legislation and principles are (to the extent permitted by Law) hereby expressly waived and excluded by each of the Parties, who admit to full knowledge and understanding of the consequences of such waiver and exclusion. (d) The Parties recognize that this Agreement was negotiated between them as equals, that each was represented by competent counsel of its own choosing and that no one of them will be considered to have drafted this Agreement for purposes of resolving any ambiguities against that party. (e) Notwithstanding anything herein to the contrary, the Parties acknowledge and agree that this Agreement shall not in any way constitute a waiver of any of their respective subsidiaries or controlled Affiliates, asserted or that could have been asserted, under any Law the rights of any jurisdiction anywhere in the world (including without limitation any Law of the United States or any state or territory thereof, any Law of parties to the Peoples Republic of China or any region or territory thereof or the Special Administrative Region of Hong Kong, and any Law of the Cayman Islands) (collectively, “Claims”):Share Purchase Agreement under that agreement.

Release and Discharge. (a) Effective as of and contingent on the Effective TimeClosing, Alibabato the fullest extent permitted by applicable Law, Yahoo! each of the Founder, the Founder Holdco and Softbankthe Seller, for themselves on behalf of itself and on behalf of its shareholders or members, as applicable, assigns and beneficiaries and, to the maximum extent permitted by Lawacting in a representative capacity, on behalf of each of their respective former and current officersits creditors, directors, executivesofficers, employees (includingmanagers, without limitationemployees, internal legal counsel)investors, subsidiaries, controlled Affiliates, predecessor entitiesrepresentatives (including any investment banking, legal or accounting firm retained), successors and assigns of any said person or entity of them (collectively, the “Releasing PartiesPersons”), hereby knowingly, voluntarily, unequivocallyunconditionally and irrevocably waives, fullyfully and finally releases, and, subject in each case to Section 4.13 hereof, unconditionally, irrevocably acquits and forever release discharges each Group Company and discharge Alibabaits shareholders or members, OpCoas applicable, HoldCoassigns and beneficiaries, JM, JT, SX and each of their respective former and current officerscreditors, directors, executivesofficers, managers, employees, security holders (including without limitation shareholders), parents, subsidiariesinvestors, Affiliates, predecessor entities, accountants, auditors, attorneys, representatives (excluding including any investment banking firmsbanking, legal or accounting firm retained by any of them), heirs, executors, administrators, successors and assigns of any said person or entity (includingof them, without limitationAffiliates and predecessors, internal legal counsel) successors and assigns of any of them (collectively, the “Released Persons”) from the following (collectively, the “Released Claims”): any and all past or present, direct and/or indirect claims, rights, actions, causes of action, lossessuits, debts, accounts, bonds, bills, covenants, contracts, controversies, obligations, sums of money dueclaims, counterclaims, debts, demands, damages, costs, judgmentsexpenses, suitscompensation or liabilities of every kind and any nature whatsoever, damages and charges of whatever kind in each case whether absolute or naturecontingent, liquidated or unliquidated, known or unknown, disclosed direct or undisclosedderivative on behalf of any Person, suspected and whether arising under any agreement or unsuspectedunderstanding or otherwise at Law or equity (“Released Claims”), contingent which such Releasing Persons, or absoluteany of them, had, has, or may have had arising from, connected or related to, or caused by any event, occurrence, cause or thing, of any type whatsoever, or otherwise, arising or existing, or occurring, in law whole or in equitypart, whether individualat any time in the past until and including the Closing against any of the Released Persons with respect to any Group Company, including any Releasing Person’s investment in securities in any Group Company or arising out of, relating to or in connection with the Existing Articles (the “Release”). The Release shall be effective as a full, final and irrevocable accord and satisfaction and release of all of the Released Claims. (b) Effective as of and contingent on the Closing, each of the Founder, the Founder Holdco and the Seller hereby irrevocably and unconditionally covenants to refrain from, directly or indirectly, asserting any claim or demand, or in their capacity as shareholders of Alibaba commencing, instituting or causing to be commenced, any proceeding of any kind against any Released Person, based upon the Release or to seek to recover any amounts in connection therewith or thereunder from and after the Closing. Any Released Person may plead this Release as a complete bar to any Released Claims brought in derogation of their respective subsidiaries or controlled Affiliates, asserted or that could have been asserted, under any Law of any jurisdiction anywhere in the world this covenant not to sue. (including without limitation any Law c) Each of the United States Founder, the Founder ▇▇▇▇▇▇ and the Seller agrees that if it violates any provision of this Section 6.10, it will pay the costs and expenses of defending against any related or any state or territory thereofresulting Legal Proceedings incurred by the Released Persons, any Law of the Peoples Republic of China or any region or territory thereof or the Special Administrative Region of Hong Kong, and any Law of the Cayman Islands) (collectively, “Claims”):including attorney’s fees.

Release and Discharge. (a) Effective as of and contingent upon the Effective Time, Alibaba, Yahoo! and Softbank, for themselves andClosing, to the maximum fullest extent permitted by applicable Law, each of the Sellers, General Partner and Partnership, on behalf of each itself and on behalf of their respective former its stockholders, shareholders or members, as applicable, assigns and current officers, directors, executives, employees (including, without limitation, internal legal counsel), subsidiaries, controlled Affiliates, predecessor entitiesbeneficiaries, successors and assigns of any said person or entity of them (collectively, the “Releasing PartiesPersons”), hereby knowinglyunconditionally and irrevocably waives, voluntarilyfully and finally releases, unequivocally, fully, and, subject in each case to Section 4.13 hereof, unconditionally, irrevocably acquits and forever release discharges each Group Company and discharge Alibabaits stockholders, OpCoshareholders or members, HoldCoas applicable, JM, JT, SX assigns and each of their respective former and current officers, directors, executives, employees, security holders (including without limitation shareholders), parents, subsidiaries, Affiliates, predecessor entities, accountants, auditors, attorneys, representatives (excluding investment banking firms), heirs, executors, administratorsbeneficiaries, successors and assigns of any said person or entity (includingof them, without limitationAffiliates and predecessors, internal legal counsel) successors and assigns of any of them (collectively, the “Released Persons”) from the following (collectively, the “Released Claims”): any and all past or present, direct and/or indirect claims, rights, actions, causes of action, lossessuits, debts, accounts, bonds, bills, covenants, contracts, controversies, obligations, sums of money dueclaims, counterclaims, debts, demands, damages, costs, judgmentsexpenses, suitscompensation or liabilities of every kind and any nature whatsoever, damages and charges of whatever kind in each case whether absolute or naturecontingent, liquidated or unliquidated, known or unknown, disclosed direct or undisclosedderivative on behalf of any Person, suspected and whether arising under any agreement or unsuspectedunderstanding or otherwise at Law or equity (“Released Claims”), contingent which such Releasing Persons, or absoluteany of them, had, has, or may have had arising from, connected or related to, or caused by any event, occurrence, cause or thing, of any type whatsoever, or otherwise, arising or existing, or occurring, in law whole or in equitypart, whether individualat any time in the past until and including the Closing against any of the Released Persons with respect to any Group Company, arising out of, relating to or in their capacity connection with such Seller , General Partner or Partnership’s direct or indirect ownership of equity interests in any Group Company (the “Seller Release”). The Seller Release shall be effective as shareholders a full, final and irrevocable accord and satisfaction and release of Alibaba or of any of their respective subsidiaries or controlled Affiliates, asserted or that could have been asserted, under any Law of any jurisdiction anywhere in the world (including without limitation any Law all of the United States or any state or territory thereof, any Law Released Claims. (b) Each of the Peoples Republic Sellers, General Partner and Partnership agrees that if it is finally adjudicated to have violated any provision of China this Section 7.16, such Seller, General Partner or Partnership (as the case may be) will pay the costs and expenses of defending against any region related or territory thereof or resulting Proceedings incurred by the Special Administrative Region of Hong KongReleased Persons, and any Law of the Cayman Islands) (collectively, “Claims”):including reasonable attorney’s fees.

Release and Discharge. Effective as (a) Subject only to the occurrence of the Effective Time, Alibaba, Yahoo! Closing Date: (i) Each of the Parties for itself and Softbank, for themselves and, to the maximum extent permitted by Law, on behalf of each any parent, subsidiary, Affiliate, officer, director, agent, attorney, shareholder, partner, member, manager, representative, employee, trustee predecessor, principal, successor-in-interest, assignor or assignee of their respective former and current officers, directors, executives, employees (including, without limitation, internal legal counsel), subsidiaries, controlled Affiliates, predecessor entities, successors and assigns of any said person or entity (the “Releasing Parties”), hereby knowingly, voluntarily, unequivocally, fully, and, subject in each case to Section 4.13 hereof, unconditionally, irrevocably and forever release and discharge Alibaba, OpCo, HoldCo, JM, JT, SX and each of their respective former and current officers, directors, executives, employees, security holders (including without limitation shareholders), parents, subsidiaries, Affiliates, predecessor entities, accountants, auditors, attorneys, representatives (excluding investment banking firms), heirs, executors, administrators, successors and assigns of any said person or entity (including, without limitation, internal legal counsel) such party (collectively, the “Released PersonsReleasors”) forever, knowingly, voluntarily and irrevocably release, acquit and discharge each counter-party under any of the Group Agreements to which it is a party, together with any parent, subsidiary, Affiliate, officer, director, agent, attorney, shareholder, partner, member, manager, representative, employee, trustee predecessor, principal, successor-in-interest, assignor or assignee of such counter-party (collectively the “Releasees”) from any Claims of any nature whatsoever, at law, in equity or otherwise, whether direct, indirect, derivative or otherwise which have been asserted against any of the following Releasees or which, whether currently existing or not, known or unknown, suspected or unsuspected, fixed or contingent, and whether or not concealed or hidden, the Releasors ever could have asserted or ever could assert, in any capacity, either for themselves or as an assignee, heir, executor, trustee, or otherwise, or for or on behalf of any other person, against the Releasees, arising out of, relating to or concerning the Group Agreements, including any and all rights under the Group Agreements and each of the Claims (all such Claims, collectively, the “Released Claims”): ), and on behalf of the Releasors unequivocally, unconditionally and irrevocably agrees not to initiate or continue legal proceedings of any kind whatsoever with respect to any Released Claim, or institute, assert, or threaten to assert any Released Claim, provided that this Clause 3 shall in no event have the effect to exclude any liability whatsoever that arises as a result of any fraudulent or criminal act or omission by any Releasee. (ii) Each of the Parties further covenants and promises that it will not, and will use its best efforts to cause the other Releasors not to, file, pursue or bring any Released Claim in any judicial, arbitral or administrative forum against any one or more of the Releasees; provided, however, that nothing herein will be construed or deemed to release any covenants contained in, or claims for breach of, this Agreement or any written amendments, supplements or modifications thereto. The Parties hereto expressly agree that a breach or an alleged breach of this Agreement will neither give rise to nor resurrect any right to ▇▇▇ on the Released Claims. (iii) Without prejudice to the generality of Clause 3(a)(i), it is expressly agreed and accepted by the Parties that the foregoing releases are and are intended to be a general release of all claims of the Releasors against the Releasees in respect of the matters referred to in that clause, and the Parties hereby expressly waive any rights that they may have with respect to any Claims which they do not know or suspect to exist at the time of executing this Agreement, even those Claims which if known might have materially affected this Agreement. To the extent that legislation or any principles of Law might provide otherwise than the first sentence of this clause, such legislation and principles are (to the extent permitted by Law) hereby expressly waived and excluded by each of the Parties to this Agreement, who admit to full knowledge and understanding of the consequences of such waiver and exclusion. (iv) The Parties recognize that this Agreement was negotiated between them as equals, that each was represented by competent counsel of its own choosing and that no one of them will be considered to have drafted this Agreement for purposes of resolving any ambiguities against that party. (b) The Parties acknowledge that the arbitration proceedings initiated against RODNYANSKY and FUCHSMANN on December 23, 2005 (ICC case №14181/RCH/JHN), including the Cross Action brought by RODNYANSKY and FUCHSMANN against the CME Parties on September 4, 2007, and all past or present, direct and/or indirect related counter-claims, rightscross-claims and other proceedings among the Parties (the “Arbitration Proceedings”) have been suspended until February 28, actions2008, causes and agree that in the event that the Closing Date has not occurred prior to such date, the Parties shall seek such further extensions within five (5) Business Days of actionexpiration of any such extension period until the earlier of the Closing Date and the termination of this Agreement. Within five (5) Business Days of the Closing Date, lossesthe Parties agree to take such steps as may be required to terminate the Arbitration Proceedings, obligationsand the Parties further agree, sums subject to the Closing Date occurring, that the obligations in respect of money due(i) the Studio 1+1 Agreement among RODNYANSKY, costsFUCHSMANN and CME Ukraine Holding GmbH, judgmentsdated December 23, suits1998, and (ii) the Key Agreement, dated December 23, 1998, among FUCHSMANN, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇+▇, ▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇▇▇ Advertising Holding B.V., CME Ukraine Holding, and CME Ukraine B.V., shall have been satisfied and each Party undertakes, subject to the Closing Date occurring, not to claim or otherwise seek relief from the other Parties for any damages and charges arising out of whatever kind or nature, known or unknown, disclosed or undisclosed, suspected or unsuspected, contingent or absolute, in law or in equityconnection with any delay associated therewith, whether individualincluding legal fees in respect of the Arbitration Proceedings. (c) Notwithstanding anything herein to the contrary, or the Parties acknowledge and agree that the occurrence of the Closing Date shall not in their capacity as shareholders of Alibaba or any way constitute a waiver of any of their respective subsidiaries the rights of any of the CME Parties hereunder or controlled Affiliates, asserted or that could have been asserted, under any Law other Transaction Document. Notwithstanding the fact that the conditions precedent to the Closing Date have not been fulfilled, CME BV may nevertheless determine to pay the consideration under the Framework Agreement, provided that CME BV shall preserve all rights that it may have against any Person existing at such time, and the fact of payment of such consideration shall not in any way constitute a waiver of any jurisdiction anywhere in the world (including without limitation any Law of the United States or rights of any state or territory thereof, any Law of the Peoples Republic of China CME Parties hereunder or under any region or territory thereof or the Special Administrative Region of Hong Kong, and any Law of the Cayman Islands) (collectively, “Claims”):other Transaction Document.

Release and Discharge. Unless permitted under this Agreement: (a) Effective as of and contingent upon the Effective TimeClosing, Alibabato the fullest extent permitted by applicable Law, Yahoo! each of the Selling Shareholders, on behalf of itself and Softbankon behalf of its shareholders or members, for themselves as applicable, assigns and beneficiaries and, to the maximum extent permitted by Lawacting in a representative capacity, on behalf of each of their respective former and current officersits creditors, directors, executivesofficers, employees (includingmanagers, without limitationemployees, internal legal counsel)investors, subsidiaries, controlled Affiliates, predecessor entitiesrepresentatives (including any investment banking, legal or accounting firm retained by the such Selling Shareholder), successors and assigns of any said person or entity of them (collectively, the “Releasing PartiesPersons”), hereby knowingly, voluntarily, unequivocallyunconditionally and irrevocably waives, fullyfully and finally releases, and, subject in each case to Section 4.13 hereof, unconditionally, irrevocably acquits and forever release discharges each Group Company and discharge Alibabaits shareholders or members, OpCoas applicable, HoldCoassigns and beneficiaries, JM, JT, SX and each of their respective former and current officerscreditors, directors, executivesofficers, managers, employees, security holders (including without limitation shareholders), parents, subsidiariesinvestors, Affiliates, predecessor entities, accountants, auditors, attorneys, representatives (excluding including any investment banking firmsbanking, legal or accounting firm retained by any of them), heirs, executors, administrators, successors and assigns of any said person or entity (includingof them, without limitationAffiliates and predecessors, internal legal counsel) successors and assigns of any of them (collectively, the “Released Persons”) from the following (collectively, the “Released Claims”): any and all past or present, direct and/or indirect claims, rights, actions, causes of action, lossessuits, debts, accounts, bonds, bills, covenants, contracts, controversies, obligations, sums of money dueclaims, counterclaims, debts, demands, damages, costs, judgmentsexpenses, suitscompensation or liabilities of every kind and any nature whatsoever, damages and charges of whatever kind in each case whether absolute or naturecontingent, liquidated or unliquidated, known or unknown, disclosed direct or undisclosedderivative on behalf of any Person, suspected and whether arising under any agreement or unsuspectedunderstanding or otherwise at Law or equity (“Released Claims”), contingent which such Releasing Persons, or absoluteany of them, had, has, or may have had arising from, connected or related to, or caused by any event, occurrence, cause or thing, of any type whatsoever, or otherwise, arising or existing, or occurring, in law whole or in equitypart, whether individualat any time in the past until and including the Closing against any of the Released Persons with respect to any Group Company, arising out of, relating to or in connection with such Selling Shareholder’s investment in securities in any Group Company, the Existing Articles and/or the Existing Shareholders Agreement (the “Release”). The Release shall be effective as a full, final and irrevocable accord and satisfaction and release of all of the Released Claims. (b) Effective as of and contingent upon the Closing, each of the Selling Shareholders hereby irrevocably and unconditionally covenants to refrain from, directly or indirectly, asserting any claim or demand, or in their capacity as shareholders of Alibaba commencing, instituting or causing to be commenced, any proceeding of any kind against any Released Person, based upon the Release or to seek to recover any amounts in connection therewith or thereunder from and after the Closing. Any Released Person may plead this Release as a complete bar to any Released Claims brought in derogation of their respective subsidiaries or controlled Affiliates, asserted or that could have been asserted, under any Law of any jurisdiction anywhere in the world this covenant not to ▇▇▇. (including without limitation any Law c) Each of the United States Selling Shareholders agrees that if it violates any provision of this Section 7.11, such Selling Shareholder will pay the costs and expenses of defending against any related or any state or territory thereofresulting Legal Proceedings incurred by the Released Persons, any Law of the Peoples Republic of China or any region or territory thereof or the Special Administrative Region of Hong Kongincluding attorney’s fees, if determined by a final and any Law of the Cayman Islands) (collectively, “Claims”):legally binding judgment issued by a competent court.

Release and Discharge. 6.12.1 Effective as of and contingent upon the Effective TimeClosing, Alibabato the fullest extent permitted by applicable Law, Yahoo! each of the Sellers, on the one hand, and Softbankthe Acquired Entities, for themselves on the other hand, in each case on behalf of itself and on behalf of its shareholders, members or Affiliates, as applicable, assigns and beneficiaries and, to the maximum extent permitted by Lawacting in a representative capacity, on behalf of each of their respective former and current officersits creditors, directors, executivesofficers, employees (includingmanagers, without limitationemployees, internal legal counsel)investors, subsidiaries, controlled Affiliates, predecessor entitiesRepresentatives, successors and assigns of any said person or entity of them (collectively, the “Releasing PartiesPersons”), hereby knowingly, voluntarily, unequivocallyunconditionally and irrevocably waives, fullyfully and finally releases, and, subject in each case to Section 4.13 hereof, unconditionally, irrevocably acquits and forever release and discharge Alibaba, OpCo, HoldCo, JM, JT, SX discharges each of the Acquired Entities (in the case of each of the Sellers) and each of the Sellers (in the case of the Acquired Entities) and their respective former assigns and current officersbeneficiaries, creditors, directors, executivesofficers, managers, employees, security holders (including without limitation shareholders), parents, subsidiariesinvestors, Affiliates, predecessor entities, accountants, auditors, attorneys, representatives (excluding investment banking firms), heirs, executors, administratorsRepresentatives, successors and assigns of any said person or entity (including, without limitation, internal legal counsel) of them (collectively, the “Released Persons”) from the following (collectively, the “Released Claims”): any and all past or present, direct and/or indirect claims, rights, actions, causes of action, lossessuits, debts, accounts, bonds, bills, covenants, contracts, controversies, obligations, sums of money dueclaims, counterclaims, debts, demands, damages, costs, judgmentsexpenses, suitscompensation or Liabilities of every kind and any nature whatsoever, damages and charges of whatever kind in each case whether absolute or naturecontingent, liquidated or unliquidated, known or unknown, disclosed direct or undisclosedderivative on behalf of any Person, suspected and whether arising under any agreement or unsuspectedunderstanding or otherwise at Law or equity (“Released Claims”), contingent which such Releasing Persons, or absoluteany of them, had, has, or may have had arising from, connected or related to, or caused by any event, occurrence, cause or thing, of any type whatsoever, or otherwise, arising or existing, or occurring, in law whole or in equitypart, whether individualat any time in the past until and including the Closing against any of the Released Persons (the “Release”). The Release shall be effective as a full, final and irrevocable accord and satisfaction and release of all of the Released Claims. 6.12.2 Effective as of and contingent upon the Closing, each of the Sellers and the Acquired Entities hereby irrevocably and unconditionally covenants to refrain from, directly or indirectly, asserting any claim or demand, or in their capacity as shareholders of Alibaba commencing, instituting or causing to be commenced, any proceeding of any kind against any Released Person, based upon the Release or to seek to recover any amounts in connection therewith or thereunder from and after the Closing. Any Released Person may plead this Release as a complete bar to any Released Claims brought in derogation of their respective subsidiaries this covenant not to ▇▇▇. 6.12.3 Each of the Sellers and the Acquired Entities agrees that if it or controlled Affiliatesany of its Affiliates violates any provision of this Section 6.12, asserted such Sellers or that could have been assertedAcquired Entity will pay the costs and expenses of defending against any related or resulting Actions incurred by the Released Persons, under including attorney’s fees. 6.12.4 For the avoidance of doubt, the provisions of this Section 6.12 shall not be deemed to apply to any Law (i) claim against the Acquired Entities by any individual who is a former or current D&O thereof, to the extent such claim arises out of such individual’s service as D&O pursuant to any indemnification agreement between such individual and the Acquired Entities or the applicable provisions of its Organizational Documents, (ii) claim against the Purchaser or any Seller pursuant to Article IX or Section 7.3, (iii) any obligations of any jurisdiction anywhere Seller pursuant to this Agreement, including a release of any claim which may be made arising from or in the world connection with this Agreement, or (including without limitation iv) any Law claim of fraud. 6.12.5 Each of the United States Sellers and the Acquired Entities expressly acknowledges that it has had, or any state or territory thereofhas had and waived, the opportunity to be advised by independent legal counsel and hereby waives and relinquishes all rights and benefits afforded by, and does so understanding and acknowledging the significance and consequence of such specific waiver of, any applicable Law similar in nature to Section 1542 of the Peoples Republic of China or any region or territory thereof or the Special Administrative Region of Hong KongCalifornia Civil Code, and any Law of the Cayman Islands) (collectivelywhich provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, “Claims”):WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED THE SETTLEMENT WITH THE DEBTOR.