Sample Preference Shares Agreement

If a holder holds preferred shares with a total liquidation preference of less than $50 million (or the number of common shares issued upon conversion of at least $50 million in total), that holder will not be entitled to receive financial information about the Company, except as provided in clauses (B) and (C) above. Effective December 31, 2011 (unless otherwise disclosed in the unaudited consolidated financial statements of the Company and its subsidiaries as at June 30, 2012 and for the period ended), the business of the Company and its subsidiaries has been conducted in the normal course of all material matters (with the exception of the transactions that are the subject of the Yahoo! Acquisition Agreement and related financings, as well as transactions involving the privatization of Alibaba.com Limited and B. Except for (a) senior facilities, (b) liabilities and obligations disclosed or reserved in the financial statements, (c) liabilities and obligations reflected in the terms and conditions of Yahoo!`s preferred shares and preferred shares, and (d) liabilities and obligations incurred in the ordinary course of business since December 31, 2011 (unless disclosed in the company`s and the Company`s unaudited consolidated financial statements). its Subsidiaries during the period ended June 30, 2012), which are not material to the Company and its subsidiaries as a whole, the Company has not incurred any liabilities or obligations since December 31, 2011, except those that cannot reasonably be expected to have a material adverse effect, individually or in its entirety. Unless otherwise stated in the disclosure letter, there are no material transactions or agreements between the Company or its subsidiaries, on the one hand, and management, Yahoo!, SOFTBANK or Dawn Investors, or any officer or director of the Company, on the other hand, that are in effect. (d) Upon conversion, holders of Series A convertible preferred shares, to the extent that they receive common shares upon conversion, will also receive (to the same extent as other holders of common shares) any issue or distribution of preferred shares or other securities or rights granted by the Board of Directors or the Company to holders of common shares under the anti-takeover provisions of the Articles of Association; if such securities or rights were issued or distributed prior to conversion. A preferred share investment contract is an agreement that allows an investor to invest in a company and receive preferred shares in return. Please note that it is very difficult to invest with preferred shares. If you don`t know how preferred shares work or how this investment agreement works, you need to gain legal knowledge. Subject to the terms of this Agreement, the Company has approved the sale and issuance of its Preferred Shares to investors, which may be converted into common shares of the Company with a par value of $0.000025 per share (the “Common Shares”), as determined by the Board of Directors and subject to the conditions set forth in Appendix A.

The Company intends to offer preferred shares and common shares that may be issued upon conversion of preferred shares (the “Underlying Common Shares”) (a) institutional “qualified investors” within the meaning of Rule 501(a) of the U.S. Securities Act under a private placement exemption from registration under the U.S. and (b) outside the United States to persons who are not persons. of the United States (as defined in Regulation S under Regulation S under Regulation S under Regulation S under Regulation S under the US Securities Act) in accordance with Regulation S of the US Securities Act. A preferred share investment contract is an agreement that allows an investor to invest in a company and receive preferred shares in return. For the avoidance of doubt, in connection with (i) a change or modification of the Senior Facilities (including an extension of a proposed maturity date), except in connection with a restructuring of such Senior Facilities due to a financial condition of the Company, or (ii) a refinancing of the Senior Facilities or the conclusion of new Credit Facilities or other arrangements, The Company plans to amend, amend, replace or eliminate the “Company Authorized Securities Term Sheet” referred to in the Senior Facilities. This Agreement may be signed in one or more counterparties (including by fax or electronic transmission), each of which shall be deemed original and which together shall be deemed to be the same Agreement. As of the Closing Date, the Company agrees to indemnify and hold harmless any investor (each, an “Indemnitor”) from and against any and all losses, impairments, liabilities or damages, including reasonable attorneys` fees and other costs and expenses (collectively, the “Damages”) incurred or suffered by such Indemnitor or any of its affiliates or any of its respective employees. officers, directors, agents, consultants and agents arising out of, subject to Section 8.1, (i) any inaccuracy or breach by the Company of any representation or warranty set forth in this Agreement, or (ii) any breach by the Company of the Agreement or Arrangement set forth in Section 6.1 or Section 6.3 of this Agreement, provided that there is no double payment or indemnity by the Company.

Solely for the purpose of calculating damages (and not for the purpose of establishing a breach) under this Agreement, all materiality qualifiers in any representation, warranty, representation or agreement contained herein will be ignored. D. In connection with, among other things, the financing of the initial acquisition of Yahoo! and the privatization of Alibaba.com Limited, the Company has entered into senior secured credit facilities (such as senior secured credit facilities in effect on the date of issue of the preferred shares (as defined below) without material and adverse changes to the facility agreements made available to investors prior to the date of this press release. Together, the “senior facilities”) were lent to commercial banks, under which the company borrowed a total of up to US$4,000,000,000, including up to approximately US$ 4,000,000. $2,000,000,000 was partially used to fund the initial Yahoo! buyout and tipla payment. 17.2 FS and/or ISP may transfer or assign their rights, obligations, agreements, obligations, liabilities and/or obligations under this Agreement, in whole or in part, without the prior written consent of the other parties. An initial sale and issuance of preferred shares in the amount of US$1,338,000,000 in the amount of US$1,338,000,000 was completed on September 18, 2012 (the “Initial Sale”). The purchase price for each investor corresponds to the initial liquidation preference per share of US$1,000 multiplied by the number of preferred shares purchased by that investor. Such sales and purchases will be made on the balance sheet date by the Company making entries in its membership register to register and implement the issuance and allocation of such preferred shares to such investor, and they must be proven by the Company executing and delivering such duly registered investor on its behalf. a duly executed share certificate proving the preferred shares acquired by him against the delivery of that investor`s purchase price to the Company by transferring the immediately available funds. Each investor`s obligations under this agreement are multiple and not routine. Preferred shares issued in connection with the placement of preferred shares have identical terms.

(B) Spin-off companies. If the transaction giving rise to an adjustment is a transaction involving the payment of a dividend or other distribution on common shares derived from the capital stock or similar interests in a publicly traded subsidiary or other business unit of the Company (a publicly traded “spin-off”) or, if applicable, the conversion price applicable to such dividend or distribution on the date of registration is determined by: “Share Capital” means, in respect of any person, all shares, ownership interests, interests or other equivalents (regardless of their designation), including common shares or common shares, as the case may be, and all preferred or preferred shares of such person; However, for reasons of doubt, the share capital may not include debt securities which may be converted into or exchanged for share capital. .