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EXHIBIT INDEX
The following exhibits are included, or incorporated by reference, in this Annual Report on Form 10-K (and are
numbered in accordance with Item 601 of Regulation S-K). Pursuant to Item 601(a)(2) of Regulation S-K, this
exhibit index immediately precedes the exhibits.
Exhibit
Number Description
2.1 Share Repurchase and Preference Share Sale Agreement, by and between Alibaba Group Holding
Limited, the Registrant, and Yahoo! Hong Kong Holdings Limited, dated as of May 20, 2012
(previously filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed May 24, 2012
and incorporated herein by reference).
2.2 First Amendment to Share Repurchase and Preference Share Sale Agreement, by and between
Alibaba Group Holding Limited, the Registrant, and Yahoo! Hong Kong Holdings Limited, dated as
of September 11, 2012 (previously filed as Exhibit 2.2 to the Registrant’s Current Report on
Form 8-K filed September 19, 2012 and incorporated herein by reference).
3.1(A) Amended and Restated Certificate of Incorporation of the Registrant (previously filed as Exhibit 3.1
to the Registrant’s Quarterly Report on Form 10-Q filed July 28, 2000 and incorporated herein by
reference).
3.1(B) Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of
the Registrant (included as Exhibit A within the Amended and Restated Rights Agreement, dated as
of April 1, 2005, by and between the Registrant and Equiserve Trust Company, N.A., as rights agent
(previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed April 4, 2005
and incorporated herein by reference)).
3.2 Amended and Restated Bylaws of the Registrant (previously filed as Exhibit 3.1 to the Registrant’s
Current Report on Form 8-K/A filed December 20, 2010 and incorporated herein by reference).
4.1 Form of the Registrant’s Common Stock certificate (previously filed as Exhibit 4.1 to the
Registrant’s Quarterly Report on Form 10-Q filed November 8, 2012 and incorporated herein by
reference).
10.1+ Form of Indemnification Agreement between the Registrant and each of its directors and executive
officers (previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed
November 6, 2009 and incorporated herein by reference).
10.2(A)+ Yahoo! Inc. 1995 Stock Plan (previously filed as Exhibit 10.1 to the Registrant’s Current Report on
Form 8-K filed July 13, 2012 and incorporated herein by reference).
10.2(B)+ Form of Stock Option Agreement, including Notice of Stock Option Grant, under the Yahoo!
Inc.1995 Stock Plan (previously filed as Exhibit 10.2(B) to the Registrant’s Quarterly Report on
Form 10-Q filed November 6, 2009 and incorporated herein by reference).
10.2(C)+ Form of Stock Option Agreement for Executives, including Notice of Stock Option Grant to
Executive, under the Yahoo! Inc. 1995 Stock Plan (previously filed as Exhibit 10.2(C) to the
Registrant’s Annual Report on Form 10-K filed February 28, 2011 and incorporated herein by
reference).
10.2(D)+ Form of Restricted Stock Unit Award Agreement under the Yahoo! Inc. 1995 Stock Plan (previously
filed as Exhibit 10.2(D) to the Registrant’s Quarterly Report on Form 10-Q filed November 6, 2009
and incorporated herein by reference).
10.2(E)+ Form of Restricted Stock Unit Award Agreement for Executives under the Yahoo! Inc. 1995 Stock
Plan (previously filed as Exhibit 10.2(E) to the Registrant’s Annual Report on Form 10-K filed
February 28, 2011 and incorporated herein by reference).
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