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], 2014Deposit 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).
FORM INDEMNIFICATION AGREEMENTIndemnification 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.
Exclusive Technical Service Agreement ScheduleExclusive Technical Service 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.
THIRD AMENDMENT TO SHARE REPURCHASE AND PREFERENCE SHARE SALE AGREEMENTShare 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”).
SHARE RETENTION AGREEMENTShare Retention Agreement • September 5th, 2014 • Alibaba Group Holding LTD • Retail-catalog & mail-order houses
THIS SHARE RETENTION AGREEMENT (this “Agreement”), dated as of [ ] is made and entered by and between the undersigned (“Partner”) and Alibaba Group Holding Limited, a Cayman Islands company (the “Company”).
VOTING 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 , 2014Voting Agreement • September 5th, 2014 • Alibaba Group Holding LTD • Retail-catalog & mail-order houses • New York
THIS VOTING AGREEMENT (this “Agreement”), dated as of , 2014, is made and entered into by and among Alibaba Group Holding Limited, a Cayman Islands company (the “Company”), Yahoo! Inc., a Delaware corporation (“Yahoo”), SoftBank Corp., a Japanese corporation (“SoftBank”), and each of 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 A as Subordinate Shareholders.
