ON
SCHEDULE A HERETO OPPOSITE SUCH SELLING SHAREHOLDER'S NAME AT A PRICE OF
US$6.4974 PER SHARE (THE "PER SHARE PRICE"), FOR AN AGGREGATE PURCHASE PRICE
(THE "PURCHASE PRICE") SET FORTH ON SCHEDULE A HERETO OPPOSITE SUCH SELLING
SHAREHOLDER'S NAME, PAYABLE IN CASH AT THE CLOSING IN THE MANNER SET FORTH IN
SECTION 1.2.
1.2
CLOSING.
THE CLOSING OF THE SALE OF SHARES BY THE SELLING SHAREHOLDERS TO
THE PURCHASERS AND THE PURCHASE OF SHARES BY THE PURCHASERS FROM THE SELLING
SHAREHOLDERS AS CONTEMPLATED BY SECTION 1.1 (THE "CLOSING") SHALL TAKE PLACE
(1) Aggregate number of shares to be sold by the Selling Shareholders (i) to
Yahoo! shall equal 60,023,604 and (ii) to Softbank shall equal to 27,703,202.
ON THE CLOSING DATE OF THE SPCA (THE "CLOSING DATE") AT A LOCATION TO BE AGREED
UPON BY YAHOO!, SOFTBANK AND ALIBABA, SUBJECT TO THE SATISFACTION OR WAIVER OF
THE CONDITIONS PRECEDENT TO THE CLOSING SET FORTH IN SECTION 5 OF THIS
AGREEMENT.
AT THE CLOSING:
(A)
EACH SELLING SHAREHOLDER WILL DELIVER OR CAUSE TO BE DELIVERED TO EACH
PURCHASER, FREE AND CLEAR OF ANY LIENS, ONE OR MORE CERTIFICATES REPRESENTING
THE SHARES THAT IT HAS AGREED TO SELL TO SUCH PURCHASER AS SET FORTH ON
SCHEDULE A HERETO, DULY ENDORSED OR ACCOMPANIED BY STOCK POWERS OR OTHER
INSTRUMENTS OF TRANSFER DULY EXECUTED FOR TRANSFER TO SUCH PURCHASER, TOGETHER
WITH ANY TAX OR TRANSFER STAMPS OR OTHER DOCUMENTS OR ACTIONS NECESSARY TO
ACCOMPLISH THE FOREGOING; AND
(B)
EACH PURCHASER WILL PAY TO EACH SELLING SHAREHOLDER AN AMOUNT EQUAL TO THE
PER SHARE PRICE MULTIPLIED BY THE NUMBER OF SHARES DELIVERED TO SUCH PURCHASER
BY SUCH SELLING SHAREHOLDER PURSUANT TO CLAUSE (A) ABOVE, BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS TO THE ACCOUNT OF SUCH SELLING SHAREHOLDER
DESIGNATED IN WRITING TO SUCH PURCHASER AT LEAST THREE BUSINESS DAYS PRIOR TO
THE CLOSING DATE.
1.3
WITHHOLDING TAX.
EACH PURCHASER SHALL BE ENTITLED TO DEDUCT AND WITHHOLD
FROM THE AMOUNTS OTHERWISE PAID TO A SELLING SHAREHOLDER UNDER THIS AGREEMENT
SUCH AMOUNTS THAT MAY BE REQUIRED TO BE DEDUCTED AND WITHHELD WITH RESPECT TO
THE MAKING OF SUCH PAYMENT UNDER ANY TAX LAW.
TO THE EXTENT THAT AMOUNTS ARE SO
WITHHELD AND PAID OVER TO THE APPROPRIATE TAXING AUTHORITY, SUCH AMOUNTS SO
REQUIRED TO BE DEDUCTED AND WITHHELD SHALL BE TREATED FOR THE PURPOSES OF THIS
AGREEMENT AS HAVING BEEN PAID TO SUCH SELLING SHAREHOLDER.
2.
Representations and Warranties of the
Selling Shareholders.
Each Selling Shareholder, severally (and not jointly), represents and warrants
to each Purchaser as follows, as of the date hereof and as of the Closing Date:
2.1
AUTHORIZATION, ETC.
SUCH SELLING SHAREHOLDER HAS FULL POWER, AUTHORITY AND
CAPACITY TO EXECUTE AND DELIVER THIS AGREEMENT, TO PERFORM ITS OBLIGATIONS
HEREUNDER AND TO CONSUMMATE THE PURCHASE AND SALE OF SHARES CONTEMPLATED
HEREBY.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY SUCH
SELLING SHAREHOLDER, IF OTHER THAN A NATURAL PERSON, AND THE CONSUMMATION OF THE
PURCHASE AND SALE OF SHARES CONTEMPLATED HEREBY, HAVE BEEN