0001341004-18-000146 Sample Contracts

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 • February 26th, 2018 • Altaba Inc. • 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.

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INVESTMENT ADVISORY AGREEMENT BETWEEN ALTABA INC. AND MORGAN STANLEY SMITH BARNEY LLC
Investment Advisory Agreement • February 26th, 2018 • Altaba Inc. • New York

This Investment Advisory Agreement (the “Agreement”) is made this 24th day of October 2017, by and between Altaba Inc., a Delaware corporation (the “Fund”), and Morgan Stanley Smith Barney LLC, a Delaware limited liability company (the “Adviser”).

AMENDMENT TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 26th, 2018 • Altaba Inc.

Reference is made to that certain Amended and Restated Registration Rights Agreement, dated September 18, 2012, made and entered into by and among Alibaba Group Holding Limited (the “Company”) and the persons whose names were set forth in Schedule 1 thereto (the “Registration Rights Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Registration Rights Agreement.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 26th, 2018 • Altaba Inc. • New York

This Investment Management Agreement (the “Agreement”), dated October 24, 2017, is by and between Altaba Inc. (the “Fund”), a Delaware corporation, and BlackRock Advisors, LLC (the “Advisor”), a Delaware limited liability company.

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