Alibaba Group Holding LTD Sample Contracts

DEPOSIT AGREEMENT by and among ALIBABA GROUP HOLDING LIMITED AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [DATE], 2014
Deposit Agreement • September 5th, 2014 • Alibaba Group Holding LTD • Retail-catalog & mail-order houses • New York

DEPOSIT AGREEMENT, dated as of [DATE], 2014, by and among (i) Alibaba Group Holding Limited, a company incorporated and existing under the laws of the Cayman Islands, and its successors (the “Company”), (ii) Citibank, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

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AGREEMENT AND PLAN OF MERGER among ALI YK INVESTMENT HOLDING LIMITED, ALI YK SUBSIDIARY HOLDING LIMITED, YOUKU TUDOU INC., and solely for purposes of Section 9.08, Section 9.09 and Section 9.10 hereof, ALIBABA INVESTMENT LIMITED Dated as of November...
Agreement and Plan of Merger • May 24th, 2016 • Alibaba Group Holding LTD • Services-business services, nec • New York

AGREEMENT AND PLAN OF MERGER, dated as of November 6, 2015 (this “Agreement”), among Ali YK Investment Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Ali YK Subsidiary Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), Youku Tudou Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and, solely for purposes of Section 9.08, Section 9.09 and Section 9.10 hereof, Alibaba Investment Limited, a business company incorporated under the laws of the British Virgin Islands (“AIL”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 26th, 2015 • Alibaba Group Holding LTD • Services-business services, nec • New York

This REGISTRATION RIGHTS AGREEMENT dated November 28, 2014 (the “Agreement”) is entered into by and among Alibaba Group Holding Limited, an exempted company incorporated in the Cayman Islands (the “Company”), and Morgan Stanley & Co. International plc, Citigroup Global Markets Inc., Deutsche Bank AG, Singapore Branch and J.P. Morgan Securities LLC as representatives (the “Representatives”) of the initial purchasers listed in Schedule A to the Purchase Agreement (as defined below) (the “Initial Purchasers”).

AMENDED AND RESTATED COMMERCIAL AGREEMENT
Commercial Agreement • July 26th, 2022 • Alibaba Group Holding LTD • Services-business services, nec • New York

THIS AMENDED AND RESTATED COMMERCIAL AGREEMENT (the “Agreement”) is entered into on July 25, 2022 and effective from August 13, 2022 (the “2022 Amendment Date”) by and between Alibaba Group Holding Limited (“Recipient”), on the one hand, and 蚂蚁科技集团股份有限公司(Ant Group Co., Ltd.) (formerly known as 浙江蚂蚁小微金融服务集团股份有限公司 (Ant Small and Micro Financial Services Group Co., Ltd.), 浙江阿里巴巴电子商务有限公司 (Zhejiang Alibaba E-Commerce Co., Ltd.) and 浙江蚂蚁小微金融服务集团有限公司 (Zhejiang Ant Small and Micro Financial Services Group Co., Ltd.)) (“HoldCo”) and 支付宝(中国)网络技术有限公司 (Alipay.com Co., Ltd.) (“Provider”), on the other hand (HoldCo, Provider and Recipient are sometimes referred to herein individually as a “Party” and collectively as the “Parties”).

REGISTRATION RIGHTS AGREEMENT between ZTO EXPRESS (CAYMAN) INC. and NEW RETAIL STRATEGIC OPPORTUNITIES INVESTMENTS 2 LIMITED
Registration Rights Agreement • June 21st, 2018 • Alibaba Group Holding LTD • Services-business services, nec • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of [date], by and between ZTO Express (Cayman) Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and New Retail Strategic Opportunities Investments 2 Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Investor”).

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED SEPTEMBER 18, 2012 AMONG ALIBABA GROUP HOLDING LIMITED AND THE PERSONS WHOSE NAMES ARE SET OUT IN SCHEDULE 1
Registration Rights Agreement • May 6th, 2014 • Alibaba Group Holding LTD • New York

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), which amends and restates that Registration Rights Agreement, dated October 24, 2005 (the “2005 RRA”), among ALIBABA GROUP HOLDING LIMITED, a company incorporated in the Cayman Islands with its registered office at c/o Trident Trust Company (Cayman) Limited, Fourth Floor, One Capital Place, P.O. Box 847, Grand Cayman, Cayman Islands (the “Company”) of the first part; and THE PERSONS WHOSE NAMES ARE SET OUT IN SCHEDULE 1 THERETO, is adopted on this 18th day of September, 2012.

Exclusive Technical Service Agreement Schedule
Exclusive Services Agreement • September 5th, 2014 • Alibaba Group Holding LTD • Retail-catalog & mail-order houses

The material differences in the exclusive technical service agreements by and among the VIEs and the WFOEs in connection with our material contractual arrangements are set forth below. A copy of the English translation of the exclusive technical service agreement entered into by Taobao (China) Software Co., Ltd. and Zhejiang Taobao Network Co., Ltd. is filed as Annex A to the Exhibit 10.14.

INVESTOR RIGHTS AGREEMENT among ZTO EXPRESS (CAYMAN) INC. THE FOUNDING SHAREHOLDERS ALIBABA ZT INVESTMENT LIMITED
Investor Rights Agreement • June 21st, 2018 • Alibaba Group Holding LTD • Services-business services, nec • New York

THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of June 12, 2018, by and among ZTO Express (Cayman) Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”), the Founding Shareholders, Alibaba ZT Investment Limited, a company incorporated under the Laws of Hong Kong (“Alibaba”), and Cainiao Smart Logistics Investment Limited, a company with limited liability incorporated under the Laws of the British Virgin Islands (“Cainiao”, together with Alibaba, the “Investors” and each an “Investor”).

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • June 16th, 2014 • Alibaba Group Holding LTD • Retail-catalog & mail-order houses • Hong Kong

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

SECOND AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AGREEMENT by and among ALIBABA GROUP HOLDING LIMITED, (ANT SMALL AND MICRO FINANCIAL SERVICES GROUP CO., LTD.), and (ALIPAY.COM CO., LTD.), Dated as of September 23, 2019
Intellectual Property License Agreement • November 13th, 2019 • Alibaba Group Holding LTD • Services-business services, nec • New York

This SECOND AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Amended IPLA”), dated as of September 23, 2019 (the “Amendment Date”), is entered into by and among:

Equity Pledge Agreement Schedule
Equity Pledge Agreement • May 6th, 2014 • Alibaba Group Holding LTD

The equity pledge agreements listed below entered into by and among the VIE Shareholders, the VIEs and the WFOEs in connection with our material contractual arrangements are typically identical in all material respects. A copy of the English translation of the equity pledge agreement entered into by and among Jack Ma, Simon Xie, Taobao (China) Software Co., Ltd. and Zhejiang Taobao Network Co., Ltd. is filed as Annex A to the Exhibit 10.13.

AMENDED AND RESTATED INVESTMENT AGREEMENT dated as of August 9, 2015 and amended and restated as of May 19, 2016
Investment Agreement • May 24th, 2016 • Alibaba Group Holding LTD • Services-business services, nec • Hong Kong

THIS INVESTMENT AGREEMENT, dated as of August 9, 2015 (the “Original Agreement Date”) and as amended and restated May 19, 2016 (the “Amendment Date”) (this “Agreement”), is made by and between ALIBABA GROUP HOLDING LIMITED, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”), and SUNING COMMERCE GROUP CO., LTD., a joint stock company incorporated under the Laws of the People’s Republic of China (the “Purchaser” and, together with the Company, the “Parties” and each a “Party”).

SHARE PURCHASE AGREEMENT BY AND AMONG TAOBAO HOLDING LIMITED HQG, INC.
Share Purchase Agreement • November 13th, 2019 • Alibaba Group Holding LTD • Services-business services, nec • Hong Kong

This SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of September 6, is entered into by and among (i) Taobao Holding Limited, a company incorporated under the Laws of the Cayman Islands (the “Purchaser”), (ii) HQG, Inc., a company incorporated under the Laws of the Cayman Islands (the “Company”), (iii) NetEase E-Commerce, Inc., a company incorporated under the Laws of the Cayman Islands (the “Seller”), and (iv) NetEase, Inc., a company incorporated under the Laws of the Cayman Islands (the “Seller Parent”).

THIRD AMENDMENT TO SHARE REPURCHASE AND PREFERENCE SHARE SALE AGREEMENT
Share Repurchase and Preference Share Sale Agreement • September 5th, 2014 • Alibaba Group Holding LTD • Retail-catalog & mail-order houses

THIS AMENDMENT, dated as of July 14, 2014 (the “Amendment”), to the Share Repurchase and Preference Share Sale Agreement, dated as of May 20, 2012, as amended by the First Amendment to Share Repurchase and Preference Share Sale Agreement, dated as of September 11, 2012, and the Second Amendment to Share Repurchase and Preference Share Sale Agreement, dated as of October 14, 2013 (the “Agreement”), is by and among Alibaba Group Holding Limited, a Cayman Islands company (“AGH”), Yahoo! Inc., a Delaware corporation (“Yahoo!”), and Yahoo! Hong Kong Holdings Limited, a Hong Kong corporation (“YHK”).

NEW SHAREHOLDERS AGREEMENT by and among Alibaba Group Holding Limited, Yahoo! Inc., SOFTBANK CORP., the Management Members (as defined herein) and certain other shareholders of Alibaba Group Holding Limited Dated as of September 18, 2012
New Shareholders Agreement • May 6th, 2014 • Alibaba Group Holding LTD • New York

THIS NEW SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of September 18, 2012 is made and entered into by and among Alibaba Group Holding Limited (f/k/a Alibaba.com Corporation), a Cayman Islands company (the “Company”), Yahoo! Inc., a Delaware corporation (“Yahoo”), SOFTBANK CORP., a Japanese corporation (“SOFTBANK”) and the Management Members (as defined herein) (together with Yahoo and SOFTBANK, collectively the “Shareholders” and individually, a “Shareholder”) and certain other shareholders named on Schedule B as Subordinate Shareholders.

INVESTOR RIGHTS AGREEMENT dated as of April 28, 2014 by and among YOUKU TUDOU INC., ALI YK INVESTMENT HOLDING LIMITED, and Solely for purposes of Sections 7.1 and 7.2 and Article VIII hereof, ALIBABA GROUP HOLDING LIMITED and YF VENUS LTD
Investor Rights Agreement • June 16th, 2014 • Alibaba Group Holding LTD • Retail-catalog & mail-order houses • New York

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 28 , 2014 by and among Youku Tudou Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Ali YK Investment Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Investor”) and, solely for the purposes of Sections 7.1 and 7.2 and Article VIII, Alibaba Group Holding Limited, an exempted company with limited liability organized under the laws of the Cayman Islands (“AGHL”), and YF Venus Ltd, an exempted company incorporated under the laws of the Cayman Islands (“YF Fund”).

VOTING AGREEMENT
Voting Agreement • May 6th, 2014 • Alibaba Group Holding LTD • New York

THIS VOTING AGREEMENT (this “Agreement”) is entered into as of May 20, 2012 by and among (i) Alibaba Group Holding Limited, a company organized under the laws of the Cayman Islands (the “Company”), (ii) SOFTBANK Corp., SOFTBANK BB Corp., SB China Holdings PTE Ltd., Jack Ma Yun and Joseph C. Tsai (collectively, the “Shareholders”) and (iii) Yahoo! Inc., a Delaware corporation (“Yahoo Inc.”), and Yahoo! Hong Kong Holdings Limited, a Hong Kong corporation (“YHK”, together with Yahoo Inc., “Yahoo”). The Company, the Shareholders and Yahoo are referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Share Repurchase Agreement referred to below. For clarity, “Shareholders” do not include, for purposes of this Agreement, Yahoo.

AMENDED AND RESTATED SHARE PURCHASE AND SHAREHOLDERS AGREEMENT dated as of May 21, 2014 by and among ALI YK INVESTMENT HOLDING LIMITED, YF VENUS LTD, and ALIBABA INVESTMENT LIMITED
Share Purchase and Shareholders Agreement • June 16th, 2014 • Alibaba Group Holding LTD • Retail-catalog & mail-order houses • New York

THIS AMENDED AND RESTATED SHARE PURCHASE AND SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of May 21, 2014 by and among, Ali YK Investment Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Alibaba Investment Limited, a business company incorporated with limited liability under the laws of the British Virgin Islands (“AIL”) and YF Venus Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Yunfeng”).

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • July 27th, 2018 • Alibaba Group Holding LTD • Services-business services, nec • Hong Kong
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SHARE AND ASSET PURCHASE AGREEMENT by and among ALIBABA GROUP HOLDING LIMITED, (ZHEJIANG ANT SMALL AND MICRO FINANCIAL SERVICES GROUP CO., LTD.), and THE OTHER PARTIES NAMED HEREIN Dated as of August 12, 2014
Share and Asset Purchase Agreement • August 27th, 2014 • Alibaba Group Holding LTD • Retail-catalog & mail-order houses • New York

WHEREAS, the Parties intend that that certain Framework Agreement, dated as of July 29, 2011, by and among the Framework Agreement Parties (the “Framework Agreement”), be terminated on the date hereof as set forth herein;

FIRST AMENDMENT TO SHARE REPURCHASE AND PREFERENCE SHARE SALE AGREEMENT
Share Repurchase and Preference Share Sale Agreement • May 6th, 2014 • Alibaba Group Holding LTD • Hong Kong

This Amendment, dated as of September 11, 2012 (this “Amendment”), to the Share Repurchase and Preference Share Sale Agreement, dated as of May 20, 2012 (as amended, modified or supplemented from time to time in accordance with its terms, the “Agreement”), is by and among Alibaba Group Holding Limited (“AGH” or “Purchaser”), Yahoo! Inc. (“Yahoo!”) and Yahoo! Hong Kong Holdings Limited (“YHK”, and each of Yahoo! and YHK, a “Seller”, and together, the “Sellers”).

VOTING AGREEMENT by and among ALIBABA INVESTMENT LIMITED, ALI ET INVESTMENT HOLDING LIMITED and the Shareholders listed on Schedule A hereto Dated as of April 11 , 2014
Voting Agreement • May 6th, 2014 • Alibaba Group Holding LTD • New York

This VOTING AGREEMENT, dated as of April 11 , 2014 (this “Agreement”), by and among Alibaba Investment Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), Ali ET Investment Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and the shareholders of AutoNavi Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”).

FOURTH AMENDMENT TO SHARE AND ASSET PURCHASE AGREEMENT
Share and Asset Purchase Agreement • July 26th, 2022 • Alibaba Group Holding LTD • Services-business services, nec

THIS SHARE AND ASSET PURCHASE AGREEMENT (this “Agreement”), which is annexed to and forms part of that certain Amendment Agreement entered into on July 25, 2022 (the “2022 Amendment Signing Date”) and effective from August 13, 2022 (the “2022 Amendment Date”) (except for Section 9.9 and Schedule 9.9, which shall be effective from the 2022 Amendment Signing Date), is by and among:

DATA SHARING AGREEMENT by and between ALIBABA GROUP HOLDING LIMITED, and (ZHEJIANG ANT SMALL AND MICRO FINANCIAL SERVICES GROUP CO., LTD.), Dated as of August 12, 2014
Data Sharing Agreement • August 27th, 2014 • Alibaba Group Holding LTD • Retail-catalog & mail-order houses • New York

WHEREAS, Alibaba and its Controlled Affiliates (as defined below) operate e-commerce platforms and offer a variety of other related products and services, and in the course of such activities collect and generate a large amount of data from and about their users and with respect to the transactions on the e-commerce platforms;

FORM INDEMNIFICATION AGREEMENT
Form Indemnification Agreement • September 5th, 2014 • Alibaba Group Holding LTD • Retail-catalog & mail-order houses

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , by and between Alibaba Group Holding Limited, a Cayman Islands company (the “Company”), and (the “Indemnitee”), [a director/an executive officer] of the Company.

SHAREHOLDERS AGREEMENT dated as of April 28, 2014 by and among ALI YK INVESTMENT HOLDING LIMITED and Each of the persons listed on Exhibit A hereto
Shareholders Agreement • June 16th, 2014 • Alibaba Group Holding LTD • Retail-catalog & mail-order houses • New York

THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of April 28, 2014 by and among, each of the individuals and entities listed on Exhibit A attached hereto (collectively, the “1Verge Group”, and each, a “1Verge Group Member”) and Ali YK Investment Holding Limited (the “Investor”), an exempted limited liability company organized under the laws of the Cayman Islands and wholly owned directly or indirectly by Alibaba Investment Limited (“AIL”) and YF Venus Ltd (“YF Fund”).

SHAREHOLDER’S VOTING RIGHTS PROXY AGREEMENT FOR ZHEJIANG TMALL NETWORK CO., LTD.
Voting Rights Proxy Agreement • July 27th, 2018 • Alibaba Group Holding LTD • Services-business services, nec
SHARE PURCHASE AGREEMENT
Share Purchase Agreement • June 15th, 2017 • Alibaba Group Holding LTD • Services-business services, nec • New York

This SHARE PURCHASE AGREEMENT, is entered into as of May 31, 2016 (this “Agreement”), by and between Alibaba Group Holding Limited, an exempted company with limited liability incorporated in the Cayman Islands (the “Company”), and SB China Holdings Pte Ltd, a company incorporated in Singapore and having its registered office at 80 Robinson Road #02-00, Singapore 068898, acting through its branch in the United Kingdom named as SB China Holdings Pte Ltd UK (the “Seller”) and shareholder of the Company, for the purchase and sale of ordinary shares, par value US$0.000025 per share, of the Company (“Company Ordinary Shares”).

Loan Agreement Schedule
Loan Agreement • May 6th, 2014 • Alibaba Group Holding LTD

The material differences in the loan agreements by and among the VIE Shareholders and the WFOEs in connection with our material contractual arrangements are set forth below. A copy of the English translations of the loan agreements (as amended) entered into by and among Jack Ma, Simon Xie and Taobao (China) Software Co., Ltd. is filed as Annex A to the Exhibit 10.10.

FRAMEWORK AGREEMENT by and among ALIBABA GROUP HOLDING LIMITED, SOFTBANK CORP., YAHOO! INC., 支付宝(中国)网络技术有限公司 (ALIPAY.COM CO., LTD.), APN LTD., Jack Ma Yun, Joseph Chung Tsai, 浙江阿里巴巴电子商务有限公司 (ZHEJIANG ALIBABA E-COMMERCE CO., LTD.) and the Joinder...
Framework Agreement • May 6th, 2014 • Alibaba Group Holding LTD • New York

This Framework Agreement, dated as of July 29, 2011 (this “Agreement”) is made and entered into by and among Alibaba Group Holding Limited, a company organized under the laws of the Cayman Islands (“Alibaba”), SOFTBANK CORP., a Japanese corporation and shareholder of Alibaba (“Softbank”), Yahoo! Inc., a Delaware corporation and shareholder of Alibaba (“Yahoo!”), 支付宝(中国)网络技术有限公司 (Alipay.com Co., Ltd.), a limited liability company organized under the laws of the People’s Republic of China (“OpCo”), APN Ltd., a company organized under the laws of the Cayman Islands (“IPCo”), 浙江阿里巴巴电子商务有限公司 (Zhejiang Alibaba E-Commerce Co., Ltd.), a limited liability company organized under the laws of the People’s Republic of China (“HoldCo”), the Joinder Parties and, solely with respect to the Sections referred to in Section 10.05, Jack Ma Yun (“JMY”) and Joseph Chung Tsai (“JT”). Alibaba, Softbank, Yahoo!, OpCo, IPCo, HoldCo, the Joinder Parties and, with respect to the referenced Sections, JMY and JT a

SYNDICATION AND AMENDMENT AGREEMENT in respect of a US$3,000,000,000 Facility Agreement dated 9 March 2016
Syndication and Amendment Agreement • May 24th, 2016 • Alibaba Group Holding LTD • Services-business services, nec
SHARE PURCHASE AGREEMENT among ZTO EXPRESS (CAYMAN) INC. TAOBAO CHINA HOLDING LIMITED CAINIAO SMART LOGISTICS INVESTMENT LIMITED NEW RETAIL STRATEGIC OPPORTUNITIES INVESTMENTS 2 LIMITED and RISING AUSPICIOUS LIMITED
Share Purchase Agreement • June 21st, 2018 • Alibaba Group Holding LTD • Services-business services, nec • New York

THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made as of May 29, 2018, by and among ZTO Express (Cayman) Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”), Taobao China Holding Limited, a company with limited liability incorporated under the Laws of Hong Kong (“Alibaba”), Cainiao Smart Logistics Investment Limited, a company with limited liability incorporated under the Laws of the British Virgin Islands (“Cainiao”), Rising Auspicious Limited, a company with limited liability incorporated under the Laws of the British Virgin Islands (“YF”) and New Retail Strategic Opportunities Investments 2 Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“NRF,” collectively with Alibaba, Cainiao and YF, the “Investors” and each an “Investor”).

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