BE NECESSARY TO EFFECT ANY SUCH AMENDMENT, ALTERATION,
MODIFICATION OR WAIVER); PROVIDED, THAT ANY AMENDMENT, ALTERATION OR
MODIFICATION OF SECTION 4.4, 4.9, 4.10 OR 10.5 OF THIS AGREEMENT OR ANY OTHER
PROVISION THAT MAY AFFECT THE RIGHTS OF THE FINANCIAL INVESTORS PURSUANT TO
SECTIONS 4.4, 4.9, 4.10 AND 10.5 OF THIS AGREEMENT SHALL ALSO REQUIRE THE
WRITTEN CONSENT OF THE FINANCIAL INVESTORS OWNING EQUITY SECURITIES WITH AT
LEAST HALF OF THE VOTING POWER OF EQUITY SECURITIES OWNED BY ALL FINANCIAL
INVESTORS AS OF THE DATE OF THIS AGREEMENT.
THE FAILURE OF ANY PARTY TO ENFORCE
ANY PROVISION OF THIS AGREEMENT SHALL NOT BE CONSTRUED AS A WAIVER OF SUCH
PROVISION AND SHALL NOT AFFECT THE RIGHT OF SUCH PARTY THEREAFTER TO ENFORCE
EACH PROVISION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.
10.6
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND
PERMITTED ASSIGNS.
10.7
SEVERABILITY.
IF ANY PROVISION, INCLUDING ANY PHRASE, SENTENCE, CLAUSE,
SECTION OR SUBSECTION, OF THIS AGREEMENT IS INVALID, INOPERATIVE OR
UNENFORCEABLE FOR ANY REASON, SUCH CIRCUMSTANCES SHALL NOT HAVE THE EFFECT OF
RENDERING SUCH PROVISION IN QUESTION INVALID, INOPERATIVE OR UNENFORCEABLE IN
ANY OTHER CASE OR CIRCUMSTANCE, OR OF RENDERING ANY OTHER PROVISION HEREIN
CONTAINED INVALID, INOPERATIVE OR UNENFORCEABLE TO ANY EXTENT WHATSOEVER.
10.8
ASSIGNMENT.
THIS AGREEMENT SHALL NOT BE ASSIGNABLE OR OTHERWISE
TRANSFERABLE BY ANY PARTY HERETO WITHOUT THE PRIOR WRITTEN CONSENT OF EACH OF
YAHOO, SOFTBANK AND THE MANAGEMENT MEMBERS' REPRESENTATIVE (WHICH SHALL BE THE
ONLY SHAREHOLDERS WHOSE APPROVAL SHALL BE NECESSARY TO EFFECT ANY SUCH
ASSIGNMENT), AND ANY PURPORTED ASSIGNMENT OR OTHER TRANSFER WITHOUT SUCH CONSENT
SHALL BE VOID AND UNENFORCEABLE.
10.9
NO THIRD PARTY BENEFICIARIES.
EXCEPT AS PROVIDED IN SECTIONS 2.7 AND
4.10, NOTHING IN THIS AGREEMENT SHALL CONFER ANY RIGHTS UPON ANY PERSON OR
ENTITY OTHER THAN THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND
PERMITTED ASSIGNS.
10.10
TERMINATION.
SUBJECT TO THE FOREGOING, THIS AGREEMENT SHALL TERMINATE
WITH RESPECT TO EACH SHAREHOLDER, IN ITS CAPACITY AS A SHAREHOLDER, AT THE TIME
AT WHICH SUCH SHAREHOLDER CEASES TO OWN ANY EQUITY SECURITIES, EXCEPT THAT SUCH
TERMINATION SHALL NOT AFFECT (A) THE RIGHTS PERFECTED OR THE OBLIGATIONS
INCURRED BY SUCH SHAREHOLDER UNDER THIS AGREEMENT PRIOR TO SUCH TERMINATION
(INCLUDING ANY LIABILITY FOR BREACH OF THIS AGREEMENT) AND (B) THE OBLIGATIONS
EXPRESSLY STATED TO SURVIVE SUCH CESSATION OF OWNERSHIP OF EQUITY SECURITIES.
10.11
HEADINGS.
THE HEADINGS OF THIS AGREEMENT ARE INSERTED FOR CONVENIENCE
ONLY AND DO NOT CONSTITUTE A PART OF THIS AGREEMENT.
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10.12
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS EACH OF WHICH SHALL BE AN ORIGINAL AND ALL OF WHICH TAKEN TOGETHER
SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
ALIBABA.COM CORPORATION
By:
Name:
Title:
YAHOO INC.
Address for notices:
By:
Name:
Title:
SOFTBANK CORP.
Address for notices:
By:
Name:
Title:
Address for notices: