Share Purchase And Contribution Agreement

Ancillary agreements: ancillary agreements to be concluded in connection with the conclusion of the transactions under this agreement, including, but not limited to, the shareholders` pact, the memorandum and articles, the contract for the sale of secondary shares, the Tao Bao share purchase contract, the Tao Bao share exchange agreement, the non-compete agreements, the registration rights agreement , to the licensing agreement for technology and intellectual property and to the Yahoo! Right Investment Agreement: all applicable provisions of all constitutions, contracts, statutes, laws (including common law), codes, rules, regulations, regulations or orders of a government authority, (b) administrative authorizations and (c) orders, orders, orders, judgments, judgments, judgments and decrees or agreements with a government authority. 2.8 No changes. From June 30, 2005 until the date of this agreement, no member of the Chinese group has stated, a) (a) has purchased or repaid directly or indirectly shares of their share capital, except as stated in Section 2.8 of Yahoo!`s Disclosure Plan; (b) shares of a class of capital or securities converted into shares or converted or converted or sold or sold, sold, sold or subscribed for those shares, shares of a class of their shares or securities converted to those shares, shares that are converted, sold, sold or concluded, option rights, option rights, repurchase rights, or other rights , agreements, commitments, agreements or agreements of any kind, conditional or other, to the purchase or purchase of such shares or securities converted or exchangeable for these shares; 3.2 Capitalization, etc. a) At the time of this publication, Alibaba`s authorized capital consists of 250,000,000 common shares, 56,454,546 Series A preferred shares, 79,769,189 Series B preferred shares and 45,000,000 Series C preferred shares and 68,776,265 unsted preferred shares with a face value of 0.0001 $US per share (none of which will be issued and held on that day). As of July 31, 2005, Alibaba`s issued and outstanding share capital consisted of 89,607,702 common shares, 56,454,546 preferred shares of Serie A, 79,769,189 Series B preferred shares: agreements, to Alibaba, Yahoo! and each of the senior executives will be left after the closing of the transactions under this agreement, primarily in the form of Schedule G. 9.1 Compensation by Yahoo! and Alibaba. (a) Yahoo! undertakes to defend, compensate and compensate any person of Alibaba, its affiliates, its members of the Chinese group and its respective senior executives, directors, employees, agents, advisors and representatives (all beneficiaries of Alibaba`s compensation) of and against Alibaba`s compensation. whether or not they are the result of third-party claims, whether or not they are the result of third-party claims, including interest and penalties related to these out-of-pocket fees and costs and appropriate legal and audit fees and expenses incurred or incurred during the investigation or defence of these expenses or during the exercise, retention or performance of their respective rights resulting from this sub-party (loss) or (i) any inaccuracy of insurance or guarantee that survives the diploma if it is made or considered made by a member of the Yahoo! group, or in association with it; or (ii) the absence of a Yahoo! member in the completion of an agreement or agreement after the agreement or other obligation to this agreement has been reached; (b) Alibaba is committed to defending, compensating and compensating anyone from Yahoo!, its subsidiaries and their respective senior executives, directors, employees, agents, consultants and representatives (together Yahoo! 2.18 affiliate transactions).