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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).
2.3
Second Amendment to Share Repurchase and Preference Share Sale Agreement, by and
among Alibaba Group Holding Limited, the Registrant, and Yahoo! Hong Kong Holdings
Limited, dated as of October 14, 2013 (previously filed as Exhibit 2.3 to the Registrant’s
Current Report on Form 8-K filed October 15, 2013 and incorporated herein by
reference).
2.4
Third Amendment to Share Repurchase and Preference Share Sale Agreement, by and
among Alibaba Group Holding Limited, Yahoo! Inc., and Yahoo! Hong Kong Holdings
Limited, dated as of July 14, 2014 (previously filed as Exhibit 2.4 to the Registrant’s
Current Report on Form 8-K filed July 15, 2014 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 (previously filed as Exhibit 4.8 to the Registrant’s
Quarterly Report on Form 10-Q filed May 4, 2001 and incorporated herein by reference).
3.2
Amended and Restated Bylaws of the Registrant (previously filed as Exhibit 3.2 to the
Registrant’s Current Report on Form 8-K filed June 27, 2014 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 12, 2013 and incorporated
herein by reference).
4.2
Indenture (including form of Notes) with respect to Yahoo’s 0.00% Convertible Senior
Notes due 2018, dated as of November 26, 2013, between the Registrant and The Bank
of New York Mellon Trust Company, N.A., as trustee (previously filed as Exhibit 4.2 to the
Registrant’s Annual Report on Form 10-K filed February 28, 2014 and incorporated
herein by reference) (reflects minor corrections to Edgar conversion errors where a plus
(+) was reflected as a minus (-) in certain conversion formulas in Section 14.04 of the
indenture).
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).
164