SHARE PURCHASE AGREEMENTShare 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:
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 LTDInvestor 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”).
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 LIMITEDShare 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”).
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 heretoShareholders 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”).
DATE] [NAME] Present Dear [NAME],Alibaba Group Holding LTD • June 16th, 2014 • Retail-catalog & mail-order houses • Hong Kong
We are pleased to extend our offer of employment to you. This letter agreement (the “Agreement”) sets forth the terms and conditions of your employment with (the “Company”) and/or any of the affiliates of the Company’s ultimate parent company Alibaba Group Holding Limited (“Alibaba Group”) (together, the Company and other affiliates of Alibaba Group are referred to herein as the “Group”)
INVESTMENT AGREEMENT dated as of April 28, 2014 by and between YOUKU TUDOU INC., 1LOOK HOLDINGS LTD., ALI YK INVESTMENT HOLDING LIMITED, and Solely for purposes of Sections 11.4, 11.5 and 11.16 hereof, ALIBABA GROUP HOLDING LIMITEDInvestment Agreement • June 16th, 2014 • Alibaba Group Holding LTD • Retail-catalog & mail-order houses • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated 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”), 1Look Holdings Ltd., a company organized under the laws of the British Virgin Islands (“1Look”), Ali YK Investment Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Purchaser”), and, solely for the purposes of Sections 11.4, 11.5 and 11.16 hereof, Alibaba Group Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“AGHL”).
Dated April 8, 2014 Loan Agreement Between Zhejiang Tmall Technology Co., Ltd. (as Lender) and Simon Xie (谢世煌) (as Borrower)Loan Agreement • June 16th, 2014 • Alibaba Group Holding LTD • Retail-catalog & mail-order houses
Schedules of Material Differences of Contractual Arrangements of Material Variable EntitiesAlibaba Group Holding LTD • June 16th, 2014 • Retail-catalog & mail-order houses
