0001193125-14-190107 Sample Contracts

April 14, 2014
Stock Option Agreement • May 8th, 2014 • Yahoo Inc • Services-computer integrated systems design

This letter agreement does not modify any other terms of the Original Agreement except as expressly set forth above (including, without limitation, the vesting provisions of the Original Agreement as applicable to any Performance Period under the Original Agreement prior to the Fiscal 2014 Performance Period).

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WAIVER AND CONSENT AGREEMENT
Waiver and Consent Agreement • May 8th, 2014 • Yahoo Inc • Services-computer integrated systems design

This Waiver and Consent Agreement (this “Waiver and Consent”) is entered into as of January 23, 2014, by and among Alibaba Group Holding Limited, a company organized under the laws of the Cayman Islands (“Alibaba”), SoftBank Corp., a Japanese corporation and shareholder of Alibaba (“Softbank”), Yahoo! Inc., a Delaware corporation and shareholder of Alibaba (“Yahoo!”), (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”), (Zhejiang Alibaba E-Commerce Co., Ltd.), a limited liability company organized under the laws of the People’s Republic of China (“HoldCo”), the Joinder Parties (as defined in the Agreement), Jack Ma Yun (“JM”), Joseph Chung Tsai (“JT”), and, solely for purposes of Section 3 herein, the Management Members’ Representative (as defined in that certain New Shareholders Agreement dated as of September 18, 2012, by and among them and

SECOND AMENDMENT TO THE ALIPAY FRAMEWORK AGREEMENT
The Alipay Framework Agreement • May 8th, 2014 • Yahoo Inc • Services-computer integrated systems design • New York

This Second Amendment to the Alipay Framework Agreement, dated as of May 3, 2014 (this “Amendment”), is made and entered into by and among Alibaba Group Holding Limited, a company organized under the laws of the Cayman Islands (“Alibaba”), SoftBank Corp., a Japanese corporation and shareholder of Alibaba (“SoftBank”), Yahoo! Inc., a Delaware corporation and shareholder of Alibaba (“Yahoo”), (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”), (Zhejiang Alibaba E-Commerce Co., Ltd.), a limited liability company organized under the laws of the People’s Republic of China (“HoldCo”), the Joinder Parties and, solely with respect to the Sections referred to in Section 10.05 of the Framework Agreement (as defined below), Jack Ma Yun (“JMY”) and Joseph Chung Tsai (“JT”). Alibaba, SoftBank, Yahoo, OpCo, IPCo, HoldCo, the Joinder Parties and, with respe

April 14, 2014
Yahoo Inc • May 8th, 2014 • Services-computer integrated systems design

This letter agreement does not modify any other terms of the Original Agreement except as expressly set forth above (including, without limitation, the vesting provisions of the Original Agreement as applicable to any Performance Period under the Original Agreement prior to the Fiscal 2014 Performance Period).

April 14, 2014
Stock Option Agreement • May 8th, 2014 • Yahoo Inc • Services-computer integrated systems design

This letter agreement does not modify any other terms of the Original Agreement except as expressly set forth above (including, without limitation, the vesting provisions of the Original Agreement as applicable to any Performance Period under the Original Agreement prior to the Fiscal 2014 Performance Period).

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