UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported):
October 27, 2005 (October 23, 2005)

Yahoo! Inc.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (408) 349-3300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

                                The purpose of this Current Report on Form 8-K/A (this “Form 8-K/A”) is to amend the Current Report on Form 8-K of Yahoo! Inc., a Delaware corporation (“Yahoo!”), filed on August 16, 2005 (the “Form 8-K”).  As set forth in further detail below, this Form 8-K/A reports on the consummation of the strategic combination of Yahoo! and Alibaba.com Corporation, a Cayman Islands Company (“Alibaba”) and the amendment of certain agreements related thereto.

ITEM 1.01              Entry into a Material Definitive Agreement.

                                The description set forth in Item 2.01 of this Form 8-K/A is hereby incorporated into this Item 1.01.

ITEM 2.01              Completion of Acquisition or Disposition of Assets

                On October 23, 2005 (October 24, 2005 Hong Kong time), Yahoo! completed the strategic combination with Alibaba.  In connection with the consummation of the strategic combination, Yahoo! entered into an Amendment to the Stock Purchase and Contribution Agreement (the “Amendment”), between Yahoo! and Alibaba, which amended the Stock Purchase and Contribution Agreement, dated as of August 10, 2005, by and between Yahoo! and Alibaba that was previously filed as Exhibit 2.1 to the Form 8-K (the “Stock Purchase Agreement”).  The Amendment, among other things, (i) reduced the number of ordinary shares of Alibaba to be purchased by Yahoo! under the Stock Purchase Agreement by 27,703,203, and increased the number of ordinary shares of Alibaba to be purchased by Yahoo! under the Secondary Share Purchase Agreement, dated as of October 24, 2005 (Hong Kong time), by and among Yahoo! and certain shareholders of Alibaba (the “Secondary Share Purchase Agreement”) by 27,703,203, (ii) reduced the cash portion of the consideration to be paid by Yahoo! to Alibaba under the Stock Purchase Agreement by $180 million and increased the cash consideration to be paid by Yahoo! to the selling shareholders under the Secondary Share Purchase Agreement by $180 million, (iii) provided for the sale of a $180 million principal amount convertible bond to SOFTBANK CORP. (“Softbank”) from Alibaba, and (iv) amended other provisions of the Stock Purchase Agreement and the exhibits and schedules thereto.

                In addition to the Amendment, on October 23, 2005 (October 24, 2005 Hong Kong time),Yahoo! also entered into the Tao Bao Share Purchase Agreement with Softbank and SB TB Holding Limited (“SB TB Holding”), a wholly-owned subsidiary of Softbank, (the “Tao Bao Share Purchase Agreement”), whereby Yahoo! purchased 4,500,000 ordinary shares of Tao Bao Holding Limited (“Tao Bao”) for $360 million.

                Pursuant to the terms of the Stock Purchase Agreement as amended by the Amendment, on October 23, 2005 (October 24, 2005 Hong Kong time), Yahoo! purchased 173,914,547 ordinary shares of Alibaba in exchange for $70 million in cash, the transfer of the 4,500,000 ordinary shares of Tao Bao that it acquired from SB TB Holding and the contribution of Yahoo!’s business and operations in China  to Alibaba.  Pursuant to the terms of the Secondary Share Purchase Agreement, on October 23, 2005 (October 24, 2005 Hong Kong time), Yahoo! also purchased 87,726,807 ordinary shares of Alibaba in exchange for an aggregate purchase price of $570 million from certain shareholders of Alibaba.  After consummation of the transactions contemplated by the Stock Purchase Agreement, as amended, and the other agreements described therein, Yahoo! owns approximately 40% of the outstanding shares of Alibaba on a fully-diluted basis, including shares reserved for issuance under Alibaba’s employee stock plans and upon exercise of outstanding options, warrants and the convertible bond issued to Softbank, and Alibaba owns 100% of the outstanding shares of Tao Bao .

                The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, the Amendment and the as-executed versions of the Tao Bao Share Purchase Agreement, Secondary Share Purchase Agreement and the Shareholders Agreement, by and among Alibaba, Yahoo!, Softbank, the Management Members (as defined therein), and the other shareholders named therein, which are filed as Exhibits 2.1, 2.2, 2.3, 2.4 and 2.5, respectively, hereto and incorporated herein by reference.  The unexecuted forms of the Tao Bao Share Purchase Agreement, Secondary Share Purchase Agreement and Shareholders Agreement were previously filed as Exhibits 10.1, 10.2 and 10.3 to the Form 8-K and were modified as set forth in the as-executed versions of those agreements filed herewith.

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                The agreements described herein contain representations and warranties the parties made to each other as of specific dates.  The assertions embodied in those representations and warranties were made solely for purposes of the contract between the parties to those agreements and may be subject to important qualifications and limitations agreed by the parties in connection with negotiating its terms.  Moreover, certain representations and warranties may not be accurate or complete as of any specified date because they are subject to a contractual standard of materiality different from those generally applicable to shareholders or were used for the purpose of allocating risk between the parties rather than establishing matters as facts.  For the foregoing reasons, you should not rely on the representations and warranties as statements of factual information.

ITEM 9.01              Financial Statements and Exhibits.

The following exhibits are furnished with this Current Report on Form 8-K/A:

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 2.2

AMENDMENT TO THE STOCK PURCHASE AND CONTRIBUTION AGREEMENT

This AMENDMENT TO THE STOCK PURCHASE AND CONTRIBUTION AGREEMENT (this “Amendment”), dated as of October 24, 2005, is made and entered into by and between Yahoo! Inc., a Delaware corporation (“Yahoo!”) and Alibaba.com Corporation, a Cayman Islands company (“Alibaba”) to amend that certain Stock Purchase and Contribution Agreement dated as of August 10, 2005 by and between Yahoo! and Alibaba (the “SPCA”).  Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the SPCA.

W I T N E S S E T H:

WHEREAS, Yahoo! and Alibaba desire to make certain amendments to the SPCA to reflect certain modifications to the terms and transactions contemplated by the SPCA and the Ancillary Agreements, as permitted by Section 11.7 of the SPCA;

NOW, THEREFORE, in consideration of the mutual promises and of the mutual benefits to be derived herefrom, the parties hereto agree as follows:

A.            AMENDMENTS TO SPCA

1.             Clause (iii) of Section 1.1 of the SPCA is hereby amended by deleting the references to “US$250 million” and “201,617,750 Ordinary Shares” therein and substituting therefor “US$70 million” and “173,914,547 Ordinary Shares,” respectively.

2.             Section 1.2(a)(ii) is amended by deleting the clause “and bearing or accompanied by all requisite stock transfer stamps.”

3.             The first sentence of Section 2.2(b) of the SPCA is hereby replaced in its entirety with the following:

“The authorized share capital of 3721 HK consists of 32,015,560 ordinary shares, par value HK$0.1 per share, of which only 19,161,405 shares are issued and outstanding.”

4.             The last full sentence of Section 3.2(a) of the SPCA is hereby replaced in its entirety with the following:

“As of the Closing Date, after giving effect to the transactions contemplated hereby and in the other Ancillary Agreements, there will be 700,000,000 authorized Ordinary Shares, of which no more than a total of 654,103,386 will be: (i) issued and outstanding, (ii) issuable upon the exercise of any options or warrants, (iii) reserved for issuance under any Benefit Plan, and (iv) issuable or reserved for issuance upon conversion of the Convertible Bond.”

5.             The parties hereby agree that the actions contemplated by Section 4.1(q) of the SPCA shall not occur before the Closing.  Not later than November 15, 2005,

(a) Yahoo! shall, and shall cause each other member of the Yahoo! Group to, eliminate, terminate, compromise, release, offset or nullify all liability of each member of the China Group to each member of the Yahoo! Group with respect to all Intercompany Claims, and shall provide evidence thereof to Alibaba in form and substance reasonably satisfactory to Alibaba;

(b) Alibaba shall cause each member of the China Group to eliminate, terminate, compromise, release, offset or nullify all liability of each member of the Yahoo! Group to each member of the China Group with respect to all Intercompany Claims, and shall provide evidence thereof to Yahoo! in form and substance reasonably satisfactory to Yahoo!; and

(c) Yahoo! shall, and shall cause each other member of the Yahoo! Group to, terminate all Intercompany Contracts, and shall provide evidence thereof to Alibaba in form and substance reasonably satisfactory to Alibaba.  Alibaba shall cause each member of the China Group to terminate all Intercompany Contracts and shall provide evidence thereof to Yahoo! in form and substance reasonably satisfactory to Yahoo!.

Yahoo! and Alibaba shall cooperate in good faith to structure the actions contemplated by clauses (a) and (b) of this Section 5 in an manner so as to reduce the Tax liability, if any, that may be created as a result thereof.

“Intercompany Claims” means all claims, causes of action, debts, suits, rights of action, dues, sums of money, accounts, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, judgments, variances, executions, demands, or obligations of any nature whatsoever, matured or unmatured, liquidated or unliquidated, absolute or contingent, known or unknown, at law, in equity or otherwise which are based upon or related to either (i) payables and receivables between any member of the Yahoo! Group (other than a member of the China Group) on the one hand and any member of the China Group on the other hand existing as of immediately before the Closing (other than any payment obligations created under the SPCA, any Ancillary Agreement, any other Contract entered into upon or after the Closing or any other Contract expressly contemplated thereby) or (ii) any Intercompany Contract; provided, that the term “Intercompany Contract” shall not include the SPCA, the Ancillary Agreements, any other Contract entered into upon or after the Closing or any other Contract expressly contemplated thereby.

6.             Section 4.7(a) of the SPCA is hereby amended by adding the following sentence at the end thereof:

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“Yahoo! shall submit to the Hong Kong Stamp Office the bought and sold notes for the transfer of the 3721 Shares together with other documents for the adjudication of stamp duties by the second Business Day after the Closing Date in accordance with applicable Law.  Yahoo! and Alibaba shall share the aggregate amount of all stamp duties payable in respect of such transfer as provided in this Section 4.7(a).  Promptly after receiving a notice from the Hong Kong Stamp Office of the amount of such stamp duties to be paid, (i) Yahoo! shall remit such stamp duties to the Hong Kong Stamp Office and (ii)  upon receiving written evidence of such remittance, Alibaba shall remit its share of such stamp duties to Yahoo!”

7.             Sections 5.1(r) and 5.1(s) of the SPCA are hereby amended by inserting the phrase “except for the Convertible Bond,” at the beginning of each of Sections 5.1(r) and 5.1(s) of the SPCA.

8.             Section 5.7 of the SPCA is hereby amended by deleting the last sentence thereof and adding the following at the end of such Section:

“Nothing in this Section 5.7 shall be construed as obligating Alibaba to continue the employment of any China Group Employee after the Closing.”

9.             The definition of “Ancillary Agreement” in Section 10.2 of the SPCA is hereby replaced in its entirety with the following:

“Ancillary Agreements:  the ancillary agreements to be entered into in connection with the consummation of the transactions contemplated by this Agreement, including without limitation, the Shareholders Agreement, the Memorandum and Articles, the Secondary Shares Purchase Agreement, the Tao Bao Share Purchase Agreement, the Tao Bao Share Exchange Agreement, the Convertible Bond, the Convertible Bond Subscription Agreement, the Non-Competition Agreements, the Registration Rights Agreement, the Technology and Intellectual Property License Agreement and the Yahoo! Investment Agreement.”

10.           The definition of “Secondary Share Purchase Agreement” in Section 10.2 of the SPCA is hereby replaced in its entirety with the following:

“Secondary Share Purchase Agreement:  the agreement pursuant to which Yahoo! will purchase from certain existing shareholders of Alibaba, and such shareholders will sell to Yahoo!, certain Ordinary Shares, on the terms and conditions set forth in such agreement, substantially in the form of Exhibit C hereto, by and among Yahoo! and such shareholders.”

11.           The following definitions are hereby added in Section 10.2 of the SPCA:

“Convertible Bond: the Convertible Bond dated October 24, 2005 issued to Softbank by Alibaba at the Closing pursuant to the Convertible Bond Subscription Agreement.”

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“Convertible Bond Subscription Agreement: the Convertible Bond Subscription Agreement, dated as of October 24, 2005, made and entered into by and between Alibaba and Softbank.”

12.           Section 11.3(b)(ii) of the SPCA is hereby amended by adding the following sentence at the end thereof.

“The Claimant and Respondent shall direct the tribunal to follow Section 11.3 and to apply the Laws of the State of New York in conducting the arbitration.”

B.            AMENDMENT TO SCHEDULES

13.           Section 2.2(c) of the Yahoo! Disclosure Schedule is hereby replaced in its entirety with Section 2.2(c) of the Amended Yahoo! Disclosure Schedule delivered to Alibaba on the date of this Amendment.

14.           Section 2.13 of the Yahoo! Disclosure Schedule is hereby replaced in its entirety with Sections 2.13 of the Amended Yahoo! Disclosure Schedule delivered to Alibaba on the date of this Amendment.

15.           Sections 3.2(c)(iii), 3.2(d) and 3.2(e) of the Alibaba Disclosure Schedule are hereby replaced in their entirety with
Sections 3.2(c)(iii), 3.2(d) and 3.2(e), respectively, of the Amended Alibaba Disclosure Schedule delivered to Yahoo! on the date of this Amendment.

16.           Section 4.5(f) of the Yahoo! Disclosure Schedule is hereby replaced in its entirety with Section 4.5(f) of the Amended Yahoo! Disclosure Schedule delivered to Alibaba on the date of this Amendment.

C.            AMENDMENT TO EXHIBITS

17.           Exhibit A (Memorandum and Articles), Exhibit B (Shareholders Agreement), Exhibit C (Secondary Share Purchase Agreement), Exhibit F (Technology and Intellectual Property License Agreement), Exhibit I (Opinions of Counsels to Yahoo!) and Exhibit J (Opinions of Counsels to Alibaba) to the SPCA shall be replaced in their entirety with Schedules A, B, C, F, I and J hereto, respectively.

D.            MISCELLANEOUS

18.           Effect of Amendment.  Except as expressly amended by this Amendment, all of the terms and conditions of the SPCA shall remain in full force and effect in accordance with their terms.  On and after the date of this Amendment, each reference in the SPCA to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the SPCA shall mean and be a reference to the SPCA as amended by this Amendment, and each reference to the Alibaba Disclosure Schedule or Yahoo! Disclosure Schedule in the SPCA shall be

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deemed a reference to the Alibaba Disclosure Schedule and Yahoo! Disclosure Schedule as amended by this Amendment.

19.           Notice.  All notices, requests, demands, waivers and other communications required or permitted to be given under this Amendment shall be made in accordance with Section 11.2 of the SPCA.

20.           Governing Law and Dispute Resolution.  THIS AMENDMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK.  Any dispute, controversy or claim arising out of, relating to, or in connection with this Amendment, or the breach, termination or validity hereof, shall be finally settled in accordance with Section 11.3 of the SPCA.

21.           Binding Effect.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns.

22.           Assignment.  This Amendment shall not be assignable or otherwise transferable by any party hereto without the prior written consent of the other parties hereto, and any purported assignment or other transfer without such consent shall be void and unenforceable.

23.           No Third Party Beneficiaries.  Except as provided in Section 9 with respect to indemnification of Indemnified Parties under the SPCA, nothing in this Amendment shall confer any rights upon any person or entity other than the parties hereto and their respective heirs, successors and permitted assigns.

24.           Amendment; Waivers, etc.  No amendment, modification or discharge of this Amendment, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought.  Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time.  Neither the waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Amendment, nor the failure by any of the parties, on one or more occasions, to enforce any of the provisions of this Amendment or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder.  The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity.

25.           Entire Agreement.  This Amendment, the SPCA and the Ancillary Agreements (when executed and delivered) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

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26.           Severability.  If any provision, including any phrase, sentence, clause, section or subsection, of this Amendment is invalid, inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering such provision in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision herein contained invalid, inoperative or unenforceable to any extent whatsoever.

27.           Headings.  The headings contained in this Amendment are for purposes of convenience only and shall not affect the meaning or interpretation of this Amendment.

28.           Counterparts.  This Amendment may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first above written.

[SIGNATURE PAGE TO AMENDMENT TO THE STOCK PURCHASE AND
CONTRIBUTION AGREEMENT]

Exhibit 2.3

TAO BAO SHARE PURCHASE AGREEMENT

by and among

YAHOO! INC.,

SOFTBANK CORP.

and

SB TB Holding Limited

Dated as of October 24, 2005

TABLE OF CONTENTS

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TAO BAO SHARE PURCHASE AGREEMENT

This TAO BAO SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of October 24, 2005, is entered into by and among Yahoo! Inc. (“Yahoo!”), a Delaware corporation, SOFTBANK CORP., a Japanese corporation (“SOFTBANK”) and SB TB Holding Limited, a Cayman Islands exempted limited liability company and a wholly-owned subsidiary of SOFTBANK (“Newco, and, together with SOFTBANK, the “SOFTBANK Entities”).

W I T N E S S E T H:

WHEREAS, Newco holds 4,500,000 issued and outstanding ordinary shares of Tao Bao Holding Limited (“Tao Bao”), a Cayman Islands exempted limited liability company, par value US$0.01 (the “Shares”);

WHEREAS, SOFTBANK desires that Newco sell all of the Shares to Yahoo!, and Yahoo! wishes to purchase such Shares from Newco, on the terms and conditions and for the consideration described in this Agreement; and

WHEREAS, it is a condition precedent to the consummation of the transactions contemplated by the Stock Purchase and Contribution Agreement entered into by and between Yahoo! and Alibaba.com Corporation (“Alibaba”), a Cayman Islands exempted limited liability company, dated as of August 10, 2005, and as amended on the date hereof (the “Stock Purchase and Contribution Agreement”) that this Agreement be executed by the parties hereto and the purchase and sale of Shares contemplated hereby be consummated on or prior to the Closing Date.  Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Stock Purchase and Contribution Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants, representations and warranties made herein and of the mutual benefits to be derived herefrom, the parties hereto agree as follows:

1.             Sale and Purchase of the Shares.

1.1  Sale and Purchase of the Shares.  Subject to the terms and conditions hereof, Newco will sell to Yahoo!, and Yahoo! will purchase from Newco, the Shares at a price of US$80.00 per share, for an aggregate purchase price of US$360,000,000 (the “Purchase Price”), payable in cash at the Closing in the manner set forth in Section 1.2.

1.2  Closing.  The closing of the sale and purchase of the Shares contemplated by Section 1.1 (the “Closing”) shall take place at a location to be agreed upon by Yahoo!, SOFTBANK and Alibaba on the Closing Date as soon as practicable following the satisfaction or waiver of the conditions precedent set forth in Section 7 of this Agreement which shall be the same date as the closing date of the Stock Purchase and Contribution Agreement (the “Closing Date”).  At the Closing:

(a)  Newco (or SOFTBANK acting on behalf of Newco) will deliver or cause to be delivered to Yahoo! a certified true copy of Tao Bao’s register of members that contains entries evidencing the sale by Newco to Yahoo! of the Shares.  The Shares shall be free and clear of any Liens and one or more instruments of transfer shall have been duly executed for transfer to Yahoo!, together with any Tax or transfer stamps or other documents or actions necessary to accomplish the foregoing; and

(b)  Yahoo! will pay Newco an amount equal to the Purchase Price, by wire transfer of immediately available funds to the account of Newco designated in writing to Yahoo! at least three Business Days prior to the Closing Date.

2.             Representations and Warranties of the SOFTBANK Entities.

The SOFTBANK Entities jointly and severally represent and warrant to Yahoo! as follows, as of the date hereof and as of the Closing Date:

2.1  Authorization, etc.  Each SOFTBANK Entity 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 each SOFTBANK Entity, and the consummation of the purchase and sale of Shares contemplated hereby, have been duly authorized by all requisite corporate action of such party.  Each SOFTBANK Entity has duly executed and delivered this Agreement.  This Agreement constitutes the legal, valid and binding obligation of each SOFTBANK Entity enforceable against each SOFTBANK Entity in accordance with its terms.

2.2  Title to Shares. As of Closing, Newco owns, legally and beneficially, all of the Shares.  Upon the delivery of and payment for such Shares at the Closing as provided for in this Agreement, Yahoo! will acquire good and valid title to all of the Shares free and clear of any Lien.

2.3  No Conflicts, etc.  The execution, delivery and performance of this Agreement by each SOFTBANK Entity, and the consummation of the purchase and sale of Shares contemplated hereby, do not and will not conflict with, contravene, result in a violation or breach of or default under (with or without the giving of notice or the lapse of time or both), create in any other Person a right or claim of termination or amendment, or require modification, acceleration or cancellation of, or result in the creation of any Lien (or any obligation to create any Lien) upon any of the properties or assets of any SOFTBANK Entity under, (a) any Law applicable to any SOFTBANK Entity or any of its properties or assets, (b) any provision of any of the Organizational Documents of such SOFTBANK Entity or (c) any Contract, or any other agreement or instrument to which any SOFTBANK Entity is a party or by which any of its properties or assets may be bound except, in the case of each of clauses (a), (b) and (c), as would not reasonably be expected to prevent or materially impair or delay the ability of any SOFTBANK Entity to sell its Shares and otherwise fulfill its obligations under this Agreement.

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2.4  Corporate Status.

(a)  SOFTBANK.  SOFTBANK is a corporation duly organized and validly existing under the laws of Japan, and has full power and authority to, conduct its business and to own or lease and to operate its properties as and in the places where such business is conducted and such properties are owned, leased or operated.

(b)  Newco.  Newco is a Cayman Islands exempted limited liability company, duly organized, validly existing and in good standing under the laws of the Cayman Islands.  Newco is a wholly owned Subsidiary of SOFTBANK, and has full power and authority to, conduct its business and to own or lease and to operate its properties as and in the places where such business is conducted and such properties are owned, leased or operated.

2.5  Consents.  All Governmental Approvals or other Consents required to be obtained by each SOFTBANK Entity in connection with the execution and delivery of this Agreement and the consummation of the purchase and sale of Shares contemplated hereby have been obtained.

2.6  Taxes.  SOFTBANK hereby acknowledges and represents that Yahoo! will not be required pursuant to any applicable Law in Japan to pay any Taxes or to act as withholding agent for Taxes due from any SOFTBANK Entity to any Governmental Authority in Japan in connection with the consummation of the purchase and sale of Shares contemplated by this Agreement.

2.7  Survival of Representations and Warranties.  Each of the representations and warranties of the SOFTBANK Entities in this Agreement or in any schedule, instrument or other document delivered pursuant to this Agreement shall survive the Closing Date and shall continue in force thereafter.

3.             Representations and Warranties of Yahoo!.  Yahoo! represents and warrants to the SOFTBANK Entities as follows, as of the date hereof and as of the Closing Date:

3.1  Authorization, etc.  Yahoo! has full corporate power and authority 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 Yahoo!, and the consummation of the purchase and sale of Shares contemplated hereby, have been duly authorized by all requisite corporate action of Yahoo!.  Yahoo! has duly executed and delivered this Agreement.  This Agreement constitutes the legal, valid and binding obligation of Yahoo!, enforceable against Yahoo! in accordance with its terms.

3.2  No Conflicts, etc.  The execution, delivery and performance of this Agreement by Yahoo!, and the consummation of the purchase and sale of Shares contemplated hereby, do not and will not conflict with, contravene, result in a violation or breach of or default under (with or without the giving of notice or the lapse of time, or both), create in any other Person a right or claim of termination or amendment, or require modification, acceleration or cancellation of, or result in or require the creation of any Lien (or any obligation to create any Lien) upon any of the properties or assets of Yahoo! under (a) any Law applicable to Yahoo! or any of its properties or assets, (b) any provision of any of the Organizational Documents of Yahoo!, or (c) any Contract, or any other agreement or instrument to which Yahoo! is a party or

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by which its properties or assets may be bound except, in the case of each of clauses (a), (b) and (c), as would not reasonably be expected to prevent or materially impair or delay the ability of Yahoo! to purchase the Shares and otherwise fulfill its obligations under this Agreement.

3.3  Corporate Status.  Yahoo! is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full power and authority to conduct its business and to own or lease and to operate its properties as and in the place where such business is conducted and such properties are owned, leased or operated, except as would not reasonably be expected to prevent or materially impair or delay the ability of the Purchaser to purchase the Shares and otherwise fulfill its obligations under this Agreement.

3.4  Consents.  All Governmental Approvals or other Consents required to be obtained by Yahoo! in connection with the execution and delivery of this Agreement and the consummation of the purchase and sale of Shares contemplated hereby have been obtained except as would not reasonably be expected to prevent or materially impair or delay the ability of the Purchaser to purchase the Shares and otherwise fulfill its obligations under this Agreement.

3.5  Survival of Representations and Warranties of Yahoo!.  Each of the representations and warranties of Yahoo! in this Agreement or in any schedule, instrument or other document delivered pursuant to this Agreement shall survive the Closing Date and shall continue in force thereafter.

4.             Covenants of the SOFTBANK Entities.

4.1  Further Actions.

(a)  Each SOFTBANK Entity shall use reasonable efforts to take or cause to be taken all actions, and to do or cause to be done all other things, necessary, proper or advisable in order for such SOFTBANK Entity to fulfill and perform its obligations in respect of this Agreement, or otherwise to consummate and make effective the purchase and sale of Shares contemplated hereby.

(b)  Each SOFTBANK Entity shall, as promptly as practicable, (i) make, or cause to be made, all filings and submissions required under any Law applicable to such SOFTBANK Entity, and give such reasonable undertakings as may be required in connection therewith, and (ii) use reasonable efforts to obtain or make, or cause to be obtained or made, all Governmental Approvals and Consents necessary to be obtained or made by such SOFTBANK Entity, in each case in connection with this Agreement or the consummation of the purchase and sale of Shares contemplated hereby.

(c)  Each SOFTBANK Entity shall coordinate and cooperate with Yahoo! in exchanging such information and supplying such reasonable assistance as may be reasonably requested by Yahoo! in connection with the filings and other actions contemplated by Section 5.1.

(d)  At all times prior to the Closing Date, each SOFTBANK Entity shall promptly notify Yahoo! in writing of any fact, condition, event or occurrence that could

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reasonably be expected to result in the failure of any of the conditions contained in Sections 7.1 and 7.2 to be satisfied, promptly upon becoming aware of the same.

4.2  Payment of Taxes.  SOFTBANK shall pay all Taxes due or payable to any Governmental Authority in Japan incurred or to be incurred in connection with the sale and transfer of the Shares by Newco to Yahoo! hereunder and in connection with any sale and transfer of the Shares to Newco by SOFTBANK.  SOFTBANK shall pay all Taxes due or payable to any Governmental Authority in connection with Yahoo!’s contribution to Alibaba of the Tao Bao Shares pursuant to the Stock Purchase and Contribution Agreement.

4.3  Further Assurances.  Following the Closing Date, each SOFTBANK Entity shall, from time to time, execute and deliver such additional instruments, documents, conveyances or assurances and take such other actions as shall be necessary, or otherwise reasonably be requested by Yahoo!, to confirm and assure the rights and obligations provided for in this Agreement and render effective the consummation of the purchase and sale of Shares contemplated hereby, or otherwise to carry out the intent and purposes of this Agreement (which include the transfer by Newco to Yahoo! of the ownership and intended benefits of the Shares in the manner contemplated by Section 1.2).

5.             Covenants of Yahoo!.

5.1  Further Actions.

(a)  Yahoo! shall use reasonable efforts to take or cause to be taken all actions, and to do or cause to be done all other things, necessary, proper or advisable in order for Yahoo! to fulfill and perform its obligations in respect of this Agreement, or otherwise to consummate and make effective the purchase and sale of Shares contemplated hereby.

(b)  Yahoo! shall, as promptly as practicable, (i) make, or cause to be made, all notices, filings and submissions required under any Law applicable to Yahoo!, and give such reasonable undertakings as may be required in connection therewith, and (ii) use reasonable efforts to obtain or make, or cause to be obtained or made, all Governmental Approvals and Consents necessary to be obtained or made by Yahoo!, in each case in connection with this Agreement or the consummation of the purchase and sale of Shares contemplated hereby.

(c)  Yahoo! shall coordinate and cooperate with SOFTBANK in exchanging such information and supplying such reasonable assistance as may be reasonably requested by SOFTBANK in connection with the filings and other actions contemplated by Section 4.1.

(d)  At all times prior to the Closing Date, Yahoo! shall promptly notify each SOFTBANK Entity in writing of any fact, condition, event or occurrence that could reasonably be expected to result in the failure of any of the conditions contained in Sections 7.1 and 7.3 to be satisfied, promptly upon becoming aware of the same.

5.2  Further Assurances.  Following the Closing Date, Yahoo! shall from time to time, execute and deliver such additional instruments, documents, conveyances or assurances and take such other actions as shall be necessary, or otherwise reasonably be requested by

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SOFTBANK, to confirm and assure the rights and obligations provided for in this Agreement and render effective the consummation of the purchase and sale of Shares contemplated hereby, or otherwise to carry out the intent and purposes of this Agreement.

6.             Covenants of Yahoo! and the SOFTBANK Entities.

6.1  Confidentiality.  Each party shall maintain the confidentiality of Confidential Information in accordance with procedures adopted by such party in good faith to protect confidential information of third parties delivered to such party, provided that such party may deliver or disclose Confidential Information to (i) such party’s representatives, Affiliates, shareholders, limited partners, members of its investment committees, advisory committees, and similar bodies, and Persons related thereto, who are informed of the confidentiality obligations of this Section 6.1, (ii) any Governmental Authority having jurisdiction over such party to the extent required by applicable Law or (iii) any other Person to which such delivery or disclosure may be necessary or appropriate (A) to effect compliance with any Law applicable to such party, or (B) in response to any subpoena or other legal process, provided that, in the cases of clauses (ii) and (iii) above, the disclosing party shall provide each other party with prompt written notice thereof so that the appropriate party may seek (with the cooperation and reasonable efforts of the disclosing party) a protective order, confidential treatment or other appropriate remedy, and in any event shall furnish only that portion of the information which is reasonably necessary for the purpose at hand and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information to the extent reasonably requested by any other party.

6.2  Publicity.  Except as may be required by applicable Law, none of the parties hereto shall issue a publicity release or announcement or otherwise make any public disclosure concerning this Agreement or the purchase and sale of Shares contemplated hereby or the Other Transactions, without prior written approval of Yahoo! and SOFTBANK.  If any announcement is required by applicable Law to be made by any party hereto, prior to making such announcement such party will deliver a draft of such announcement to the other parties and shall give the other parties an opportunity to comment thereon.

7.             Conditions Precedent.

7.1  Conditions to Obligations of Each Party.  The obligations of each party to consummate the purchase and sale of Shares contemplated hereby shall be subject to the fulfillment on or prior to the Closing Date of the following conditions:

7.1.1.  No Injunction, etc.  Consummation of the purchase and sale of Shares contemplated hereby shall not have been restrained, enjoined or otherwise prohibited or made illegal by any applicable Law, including any order, injunction, decree or judgment of any court or other Governmental Authority in any material respect; and no such Law that would have such an effect shall have been promulgated, entered, issued or determined by any court or other Governmental Authority to be applicable to this Agreement.  No action or proceeding shall be pending or threatened by any Governmental Authority on the Closing Date before any court or other Governmental Authority to restrain, enjoin or otherwise prevent the consummation of the purchase and sale of Shares contemplated hereby in any material respect.

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7.1.2.  Other Transactions.  The Other Transactions shall have been consummated on or prior to the Closing Date.

7.2  Conditions to Obligations of Yahoo!.  The obligation of Yahoo! to consummate the purchase and sale of Shares contemplated hereby shall be subject to the fulfillment on or prior to the Closing Date of the following additional conditions, which each SOFTBANK Entity agrees to cause to be fulfilled:

7.2.1.  Representations, Performance.

(a)  The representations and warranties of the SOFTBANK Entities contained in Section 2 (i) shall be true and correct in all material respects at and as of the date hereof, (ii) shall be repeated and shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except in the case of each of clauses (i) and (ii) as would not reasonably be expected to prevent or materially impair or delay the ability of any SOFTBANK Entity to sell its Shares and otherwise fulfill its obligations under this Agreement.

(b)  Each SOFTBANK Entity shall have in all material respects duly performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by such SOFTBANK Entity prior to or on the Closing Date, except as would not reasonably be expected to prevent or materially impair or delay the ability of any SOFTBANK Entity to sell its Shares and otherwise fulfill its obligations under this Agreement.

7.2.2.  Corporate and Other Proceedings.  All corporate, partnership and other proceedings of each SOFTBANK Entity in connection with the purchase and sale of Shares contemplated by this Agreement, and all documents and instruments incident thereto, shall be satisfactory in form and substance to Yahoo! and its counsel in their reasonable judgment, and Yahoo! and its counsel shall have received all such documents and instruments, or copies thereof, certified if requested, as may be reasonably requested.

7.3  Conditions to Obligations of the SOFTBANK Entities.  The obligation of each SOFTBANK Entity to consummate the purchase and sale of Shares contemplated hereby shall be subject to the fulfillment, on or prior to the Closing Date, of the following additional conditions, which Yahoo! agrees to cause to be fulfilled:

7.3.1.  Representations, Performance, etc.

(a)  The representations and warranties of Yahoo! contained in Section 3 (i) shall be true and correct in all material respects at and as of the date hereof, (ii) shall be repeated and shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made at and as of such time, except in the case of each of clauses (i) and (ii) as would not reasonably be expected to prevent or materially impair or delay the ability of Yahoo! to purchase the Shares and otherwise fulfill its obligations under this Agreement.

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(b)  Yahoo! shall have in all material respects duly performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date, except as would not reasonably be expected to prevent or materially impair or delay the ability of Yahoo! to purchase the Shares and otherwise fulfill its obligations under this Agreement.

8.             Termination.

8.1  Termination.  This Agreement may be terminated at any time prior to the Closing Date:

(a)  By the written agreement of Yahoo! and SOFTBANK;

(b)  By SOFTBANK or Yahoo! by written notice to the other party if the Stock Purchase and Contribution Agreement shall have terminated in accordance with its terms; or

(c)  By Yahoo! if there shall have been a material breach of any covenant or agreement on the part of the SOFTBANK Entities contained in this Agreement such that the condition set forth in Section 7.2.1(a) and 7.2.1(b) would not be satisfied and which shall not have been cured within 30 days following written notice of such breach; provided that Yahoo! shall not have the right to terminate this Agreement pursuant to this Section 8.1(c) if Yahoo! is then in material breach of any of its covenants or agreements contained in this Agreement such that the Closing condition set forth in Section 7.2.1(a) or 7.2.1(b) would not be satisfied; or

(d)  By SOFTBANK if there shall have been a material breach of any covenant or agreement on the part of Yahoo! contained in this Agreement such that the condition set forth in Section 7.3.1(a) and 7.3.1(b) would not be satisfied and which shall not have been cured within 30 days following written notice of such breach; provided that SOFTBANK shall not have the right to terminate this Agreement pursuant to this Section 8.1(d) if any SOFTBANK Entity is then in material breach of any of its covenants or agreements contained in this Agreement such that the Closing condition set forth in Section 7.2.1(a) or 7.2.1(b) would not be satisfied.

8.2  Effect of Termination.  In the event of the termination of this Agreement pursuant to the provisions of Section 8.1, this Agreement shall become void and have no effect, without any liability to any Person in respect hereof or of the purchase and sale of Shares contemplated hereby on the part of any party hereto, or any of its directors, officers, representatives, stockholders or Affiliates, except as specified in Sections 4.2, 6.1, 6.2, 8.2, 10.1 and 10.3 and except for any liability resulting from such party’s breach of this Agreement prior thereto.

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9.             Definitions.

9.1  Terms Generally.  The words “hereby,” “herein,” “hereof,” “hereunder” and words of similar import refer to this Agreement as a whole and not merely to the specific section, paragraph or clause in which such word appears.  All references herein to Sections shall be deemed references to Sections of this Agreement unless the context shall otherwise require.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The definitions given for terms in this Section 9 and elsewhere in this Agreement shall apply equally to both the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  Except as otherwise expressly provided herein, all references to “dollars” or “US$” shall be deemed references to the lawful money of the United States of America.

9.2  Certain Terms.  Whenever used in this Agreement, the following terms shall have the respective meanings given to them below or in the Sections indicated below:

Affiliate:  of a Person means a Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the first Person, including but not limited to a Subsidiary of the first Person, a Person of which the first Person is a Subsidiary, or another Subsidiary of a Person of which the first Person is also a Subsidiary.  “Control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise.

Agreement:  as defined in the first paragraph of this Agreement.

Alibaba:  as defined in the recitals of this Agreement.

Business Day:  any day that is not a Saturday, Sunday or other day on which banks are required or authorized by Law to be closed in New York, Beijing, Hong Kong, or Tokyo.

Claimant:  as defined in Section 10.3(b).

Closing:  as defined in Section 1.2.

Closing Date: as defined in Section 1.2.

Confidential Information:  information regarding this Agreement and the Other Transaction Agreements including the terms, status and existence thereof, provided that such Confidential Information does not include information that (a) was publicly known or otherwise known to such receiving party prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such receiving party or any Person acting on such party’s behalf, or (c) otherwise becomes known to such receiving party other than through disclosure by the delivering party or any Person with a duty to keep such information confidential.

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Consent:  any consent, approval, authorization, waiver, permit, grant, franchise, concession, agreement, license, certificate, exemption, order, registration, declaration, filing, report or notice of, with or to any Person.

Contract:  all loan agreements, indentures, letters of credit (including related letter of credit applications and reimbursement obligations), mortgages, security agreements, pledge agreements, deeds of trust, bonds, notes, guarantees, surety obligations, warranties, licenses, franchises, permits, powers of attorney, purchase orders, leases, and other agreements, contracts, instruments, obligations, offers, commitments, arrangements and understandings, written or oral.

Governmental Approval:  any Consent of, with or to any Governmental Authority.

Governmental Authority:  any nation or government, any state or other political subdivision thereof; any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality of any nation or any political subdivision thereof; any court, tribunal or arbitrator; and any self-regulatory organization.

ICC:  as defined in Section 10.3(b).

Law:  all applicable provisions of all (a) constitutions, treaties, statutes, laws, codes, rules, regulations, ordinances or orders of any Governmental Authority, (b) Governmental Approvals and (c) orders, decisions, injunctions, judgments, awards and decrees of or agreements with any Governmental Authority.

Lien:  any mortgage, pledge, deed of trust, hypothecation, right of others, claim, security interest, encumbrance, burden, title defect, title retention agreement, lease, sublease, license, occupancy agreement, easement, covenant, condition, encroachment, voting trust agreement, interest, option, right of first offer, negotiation or refusal, proxy, lien, charge or other restrictions or limitations of any nature whatsoever, including but not limited to such Liens as may arise under any Contract.

Newco: as defined in the first paragraph of this Agreement.

Organizational Documents:  as to any Person, its certificate or articles of incorporation, by-laws and other organizational documents.

Other Transaction Agreements:  the Stock Purchase and Contribution Agreement between Yahoo! and Alibaba, dated as of August 10, 2005 and the Ancillary Agreements (as defined therein and excluding this Agreement).

Other Transactions:  the transactions contemplated by the Other Transaction Agreements.

Person:  any natural person, firm, partnership, association, corporation, company, trust, business trust, Governmental Authority or other entity.

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Purchase Price:  as defined in Section 1.1.

Request:  as defined in Section 10.3(b).

Respondent:  as defined in Section 10.3(b).

Shares:  as defined in the recitals of this Agreement.

Subsidiaries: each corporation or other Person in which a Person owns or controls, directly or indirectly, share capital or other equity interests representing more than 50% of the outstanding voting stock or other equity interests.

SOFTBANK:  as defined in the first paragraph of this Agreement.

SOFTBANK Entities: as defined in the first paragraph of this Agreement.

Tax:  any federal, state, local or foreign income, alternative, minimum, accumulated earnings, personal holding company, franchise, share capital, profits, windfall profits, gross receipts, sales, use, value added, transfer, registration, stamp, premium, excise, customs duties, severance, environmental, real property, personal property, ad valorem, occupancy, license, occupation, employment, payroll, social security, disability, unemployment, workers’ compensation, withholding, estimated or other similar tax, duty, fee, assessment or other governmental charge or deficiencies thereof (including all interest and penalties thereon and additions thereto).

Tao Bao:  as defined in the recitals of this Agreement.

Yahoo!:  as defined in the first paragraph of this Agreement.

10.           Miscellaneous.

10.1  Expenses.  Except as set forth below in this Section 10.1 or as otherwise specifically provided for in this Agreement, each SOFTBANK Entity, on the one hand, and Yahoo!, on the other hand, shall bear their respective expenses, costs and fees (including attorneys’ fees) in connection with the purchase and sale of Shares contemplated hereby, including the preparation, execution and delivery of this Agreement and compliance herewith, whether or not the purchase and sale of Shares contemplated hereby shall be consummated; provided that for the avoidance of doubt, any Tax or other expense associated with the transfer of Shares contemplated hereby shall be borne solely by the SOFTBANK Entities.

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10.2  Notices.  All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) sent by next-day or overnight mail or delivery or (c) sent by facsimile, as follows:

(i)  if to Yahoo!,

Yahoo! Inc.
701 First Avenue
Sunnyvale, CA 94089
Fax:  +1-408-349-3301
Telephone:  +1-408-349-3300
Attention:  General Counsel

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue
Suite 1100
Palo Alto, CA 94301
Fax:  +1-650-470-4570
Telephone:  +1-650-470-4500
Attention: Kenton J. King

(ii)   if to SOFTBANK,

SOFTBANK CORP.

1-9-1, Higashi-Shimbashi Minato-ku

Tokyo, 105-7303 Japan

with a copy to:

Morrison & Foerster LLP
AIG Building, 11th Floor
1-3, Marunouchi 1 chome
Chiyoda-ku, Tokyo 100-0005
Japan
Fax:  +81-3-3214-6512
Telephone:  +81-3-3214-6522
Attention:  Kenneth A. Siegel

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(iii)  if to Newco,

SB TB Holding Limited

c/o SOFTBANK CORP.

1-9-1, Higashi-Shimbashi Minato-ku

Tokyo, 105-7303 Japan

with a copy to:

Morrison & Foerster LLP
AIG Building, 11th Floor
1-3, Marunouchi 1 chome
Chiyoda-ku, Tokyo 100-0005
Japan
Fax:  +81-3-3214-6512
Telephone:  +81-3-3214-6522
Attention:  Kenneth A. Siegel

or, in each case, at such other address as may be specified in writing to the other parties hereto in accordance with this Section 10.2.

All such notices, requests, demands, waivers and other communications shall be deemed to have been received (i) if by personal delivery on the day after such delivery, (ii) if by next-day or overnight mail or delivery, on the day delivered, (iii) if by facsimile, on the next day following the day on which such facsimile was sent, provided that a copy is also sent by another method described herein.

10.3  Governing Law and Dispute Resolution.

(a)  THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK.

(b)  Dispute Resolution

(i)  Any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement, or the breach, termination or validity hereof, shall be finally settled exclusively by arbitration.  The arbitration shall be conducted in accordance with the rules of the International Chamber of Commerce (the “ICC”) in effect at the time of the arbitration, except as they may be modified by mutual agreement of the parties.  The seat of the arbitration shall be Singapore, provided, that, the arbitrators may hold hearings in such other locations as the arbitrators determine to be most convenient and efficient for all of the parties to such arbitration under the circumstances.  The arbitration shall be conducted in the English language.

(ii)  The arbitration shall be conducted by three arbitrators.  The party (or the parties, acting jointly, if there are more than one) initiating arbitration (the “Claimant”) shall appoint an arbitrator in its request for arbitration (the “Request”).  The other party (or the other

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parties, acting jointly, if there are more than one) to the arbitration (the “Respondent”) shall appoint an arbitrator within 30 days of receipt of the Request and shall notify the Claimant of such appointment in writing.  If within 30 days of receipt of the Request by the Respondent, either party has not appointed an arbitrator, then that arbitrator shall be appointed by the ICC.  The first two arbitrators appointed in accordance with this provision shall appoint a third arbitrator within 30 days after the Respondent has notified Claimant of the appointment of the Respondent’s arbitrator or, in the event of a failure by a party to appoint, within 30 days after the ICC has notified the parties and any arbitrator already appointed of the appointment of an arbitrator on behalf of the party failing to appoint.  When the third arbitrator has accepted the appointment, the two arbitrators making the appointment shall promptly notify the parties of the appointment.  If the first two arbitrators appointed fail to appoint a third arbitrator or so to notify the parties within the time period prescribed above, then the ICC shall appoint the third arbitrator and shall promptly notify the parties of the appointment.  The third arbitrator shall act as Chair of the tribunal.  The Claimant and Respondent shall direct the tribunal to follow Section 10.3 and to apply the Laws of the State of New York in conducting the arbitration.

(iii)  The arbitral award shall be in writing, state the reasons for the award, and be final and binding on the parties.  The award may include an award of costs, including reasonable attorneys’ fees and disbursements.  In addition to monetary damages, the arbitral tribunal shall be empowered to award equitable relief, including, but not limited to, an injunction and specific performance of any obligation under this Agreement.  The arbitral tribunal is not empowered to award damages in excess of compensatory damages, and each party hereby irrevocably waives any right to recover punitive, exemplary or similar damages with respect to any dispute, except insofar as a claim is for indemnification for an award of punitive damages awarded against a party in an action brought against it by an independent third party.  The arbitral tribunal shall be authorized in its discretion to grant pre-award and post-award interest at commercial rates.  Any costs, fees or taxes incident to enforcing the award shall, to the maximum extent permitted by Law, be charged against the party resisting such enforcement.  Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets.

(iv)  In order to facilitate the comprehensive resolution of related disputes, and upon request of any party to the arbitration proceeding, the arbitration tribunal may, within 90 days of its appointment, consolidate the arbitration proceeding with any other arbitration proceeding involving any of the parties relating to this Agreement and the Other Transaction Agreements.  The arbitration tribunal shall not consolidate such arbitrations unless it determines that (x) there are issues of fact or law common to the proceedings, so that a consolidated proceeding would be more efficient than separate proceedings, and (y) no party would be prejudiced as a result of such consolidation through undue delay or otherwise.  In the event of different rulings on this question by the arbitration tribunal constituted hereunder and any tribunal constituted under the Other Transaction Agreements, the ruling of the tribunal constituted under this Agreement will govern, and that tribunal will decide all disputes in the consolidated proceeding.

(v)  The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including but not limited to any pleadings,

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briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the tribunal, the ICC, the parties, their counsel and any person necessary to the conduct of the proceeding, except as may be lawfully required in judicial proceedings relating to the arbitration or otherwise, or as required by NASDAQ rules or the rules of any other quotation system or exchange on which the disclosing party’s securities are listed or applicable Law.

(vi)  The costs of arbitration shall be borne by the losing party unless otherwise determined by the arbitration award.

(vii)  All payments made pursuant to the arbitration decision or award and any judgment entered thereon shall be made in United States dollars, free from any deduction, offset or withholding for Taxes.

(viii)  Notwithstanding this Section 10.3(b) or any other provision to the contrary in this Agreement, no party shall be obligated to follow the foregoing arbitration procedures where such party intends to apply to any court of competent jurisdiction for an interim injunction or similar equitable relief against any other party, provided there is no unreasonable delay in the prosecution of that application.

10.4  Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns.

10.5  Assignment.  This Agreement shall not be assignable or otherwise transferable by any party hereto without the prior written consent of the other parties hereto, and any purported assignment or other transfer without such consent shall be void and unenforceable.

10.6  Third Party Beneficiaries.  It is expressly agreed by the parties hereto that Alibaba shall be a third party beneficiary of all of the terms of this Agreement and Alibaba shall be entitled to enforce its rights as such under this Agreement.

10.7  Amendment; Waivers, etc..  No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought.  Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time.  Neither the waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder.  The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity.  The rights and remedies of any party based upon, arising out of or otherwise in respect of any inaccuracy or breach of any representation, warranty, covenant or agreement or failure to fulfill any condition shall in no way be limited by the fact that the act, omission, occurrence or other state of facts upon which any claim of any such inaccuracy or breach is based may also be

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the subject matter of any other representation, warranty, covenant or agreement as to which there is no inaccuracy or breach.  The representations and warranties of Yahoo! shall not be affected or deemed waived by reason of any investigation made by or on behalf of SOFTBANK (including but not limited to by any of its advisors, consultants or representatives) or by reason of the fact that SOFTBANK or any of such advisors, consultants or representatives knew or should have known that any such representation or warranty is or might be inaccurate.

10.8  Entire Agreement.  This Agreement, together with the Mutual Nondisclosure Agreement, dated as of July 26, 2005, by and between Yahoo! and SOFTBANK, constitutes the entire agreement and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

10.9  Severability.  If any provision, including any phrase, sentence, clause, section or subsection, of this Agreement is invalid, inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering such provision in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision herein contained invalid, inoperative, or unenforceable to any extent whatsoever.

10.10  Headings.  The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement.

10.11  Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

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Exhibit 2.4

SECONDARY SHARE PURCHASE AGREEMENT

by and among

Yahoo! Inc.,

and

Certain Shareholders of Alibaba.com Corporation

Dated as of October 24, 2005

TABLE OF CONTENTS

i

ii

SECONDARY SHARE PURCHASE AGREEMENT

This SECONDARY SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of October 24, 2005, is entered into by and among Yahoo! Inc., a Delaware corporation (the “Purchaser”), and certain shareholders (collectively, the “Selling Shareholders” and individually, a “Selling Shareholder”) of Alibaba.com Corporation, a Cayman Islands exempted limited liability company (“Alibaba”) as set forth on Schedule A hereto.

W I T N E S S E T H

WHEREAS, the Selling Shareholders wish to sell all or a portion of the Shares they own to the Purchaser, and the Purchaser wishes to purchase the Shares from the Selling Shareholders, on the terms and conditions and for the consideration described in this Agreement; and

WHEREAS, the execution and delivery of this Agreement by Yahoo! and the Selling Shareholders, and the consummation of the purchase and sale of Shares contemplated hereby, is a condition precedent to the consummation of the transactions contemplated by the Stock Purchase and Contribution Agreement, dated as of August 10, 2005, by and among Alibaba and Yahoo! (the “SPCA”), as amended.

NOW, THEREFORE, in consideration of the mutual promises, covenants, representations and warranties made herein and of the mutual benefits to be derived herefrom, the parties hereto agree as follows:

1.             Sale and Purchase of the Shares.

1.1  Sale and Purchase of the Shares.  Subject to the terms and conditions hereof, each Selling Shareholder, severally (and not jointly), will sell to the Purchaser, and the Purchaser will purchase from each Selling Shareholder, the respective number of Shares set forth on Schedule A hereto opposite such Selling Shareholder’s name at a price of US$6.49744381587623 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 Purchaser and the purchase of Shares by the Purchaser from the Selling Shareholders as contemplated by Section 1.1 (the “Closing”) shall take place on the Closing Date of the SPCA (the “Closing Date”) at a location to be agreed upon by the Purchaser 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)  the Selling Shareholders will deliver or cause to be delivered to the Purchaser, a certified true copy of Alibaba’s register of members that contains entries evidencing the sale by each Selling Shareholder to the Purchaser of the

Shares that it has agreed to sell to the Purchaser as set forth on Schedule A hereto.  The Shares shall be free and clear of any Liens and one or more instruments of transfer shall have been duly executed for transfer to the Purchaser, together with any Tax or transfer stamps or other documents or actions necessary to accomplish the foregoing; and

(b)  the Purchaser will pay or cause to be paid with respect to each Selling Shareholder an amount equal to the Per Share Price multiplied by the number of Shares delivered to the Purchaser or such subsidiary of the Purchaser by such Selling Shareholder pursuant to clause (a) above, by wire transfer of immediately available funds to the account of (i) Clifford Chance, in the case of the following Selling Shareholders:   Fidelity Investors II Limited Partnership, Fidelity International Limited, FIL Greater China Ventures Fund, L.P., Granite Global Ventures (Q.P.) L.P., Granite Global Ventures L.P., Technology Fund II Pte Ltd., Venture TDF Technology Fund III, L.P., One Strategic Assets Ltd., Transpac Nominees Pte Ltd., Japan Asia Investment Co. Ltd., JAIC-Nippon Asia 3 Investment Fund, Japan Asia Venture Fund, JAVF Parallel Fund C.V., South-East Asia Private Equity Fund (GbR) Fund A, South-East Asia Private Equity Fund (GbR) Fund B, MMFI CAPI Venture Investments Limited, JAIC International (Hong Kong) Co., Limited, and (ii) Alibaba, in the case of all other Selling Shareholders, in each case notwithstanding any other payment instructions submitted by any Selling Shareholder.  Payments to such accounts shall constitute payment in full to the Selling Shareholders and shall fully and finally satisfy the Purchaser’s payment obligations under this Section 1.

2.             Representations and Warranties of the Selling Shareholders.

Each Selling Shareholder, severally (and not jointly), represents and warrants to the 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 duly authorized or will be duly authorized prior to the Closing by all requisite corporate action of such party.  If such Selling Shareholder is a natural person, such Selling Shareholder has the authority to execute, deliver and perform this Agreement and consummate the purchase and sale of Shares contemplated hereby, in compliance with the laws affecting the rights of marital partners generally.  Such Selling Shareholder has duly executed and delivered this Agreement.  This Agreement constitutes the legal, valid and binding obligation of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms.

2.2  Title to Shares.  As of the Closing, such Selling Shareholder owns, legally or beneficially, all of the Shares set forth opposite such Selling Shareholders’ name on Schedule A hereto.  Upon the delivery of and payment for such Shares at the Closing as provided for in this Agreement, the Purchaser will acquire good and valid title to all of such Shares, free and clear of any Lien.

2.3  No Conflicts, etc.  The execution, delivery and performance of this Agreement by such Selling Shareholder, and the consummation of the purchase and sale of Shares contemplated hereby, do not and will not conflict with, contravene, result in a violation or breach of or default under (with or without the giving of notice or the lapse of time or both), create in any other Person a right or claim of termination or amendment, or require modification, acceleration or cancellation of, or result in the creation of any Lien (or any obligation to create any Lien) upon any of the properties or assets of such Selling Shareholder under, (a) any Law applicable to such Selling Shareholder or any of its properties or assets, (b) any provision of any of the Organizational Documents of such Selling Shareholder, if applicable, or (c) any Contract, or any other agreement or instrument to which such Selling Shareholder is a party or by which any of its properties or assets may be bound except, in the case of each of clauses (a), (b) and (c), as would not reasonably be expected to prevent or materially impair or delay the ability of any Selling Shareholder to sell its Shares and otherwise fulfill its obligations under this Agreement.

2.4  Status.  In the case such Selling Shareholder is other than a natural person, it is an entity duly organized, validly existing and, if applicable under the laws of its jurisdiction of organization, in good standing under the laws of its jurisdiction of organization, and has full power and authority to, conduct its business and to own or lease and to operate its properties as and in the places where such business is conducted and such properties are owned, leased or operated except as would not reasonably be expected to prevent or materially impair or delay the ability of such Selling Shareholders to sell its Shares and otherwise fulfill its obligations under this Agreement.

2.5  Consents.  All Governmental Approvals or other Consents required to be obtained by the Selling Shareholder in connection with the execution and delivery of this Agreement and the consummation of the purchase and sale of Shares contemplated hereby have been obtained on or prior to the date of this Agreement.

2.6  Survival of Representations and Warranties.  Each of the representations and warranties of the Selling Shareholders in this Agreement or in any schedule, instrument or other document delivered pursuant to this Agreement shall survive the Closing Date and shall continue in force thereafter.

3.             Representations and Warranties of the Purchaser.  The Purchaser represents and warrants to each Selling Shareholder as follows, as of the date hereof and as of the Closing Date:

3.1  Authorization, etc.  The Purchaser has full corporate power and authority 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 the Purchaser, and the consummation of the purchase and sale of Shares contemplated hereby, have been duly authorized by all requisite corporate action of the Purchaser.  The Purchaser has duly executed and delivered this Agreement.  This Agreement constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.

3.2  No Conflicts, etc.  The execution, delivery and performance of this Agreement by the Purchaser, and the consummation of the purchase and sale of Shares contemplated hereby, do not and will not conflict with, contravene, result in a violation or breach of or default under (with or without the giving of notice or the lapse of time, or both), create in any other Person a right or claim of termination or amendment, or require modification, acceleration or cancellation of, or result in or require the creation of any Lien (or any obligation to create any Lien) upon any of the properties or assets of the Purchaser under (a) any Law applicable to the Purchaser or any of its properties or assets, (b) any provision of any of the Organizational Documents of the Purchaser, or (c) any Contract, or any other agreement or instrument to which the Purchaser is a party or by which its properties or assets may be bound except, in the case of each of clauses (a), (b) and (c), as would not reasonably be expected to prevent or materially impair or delay the ability of the Purchaser to purchase the Shares and otherwise fulfill its obligations under this Agreement.

3.3  Corporate Status.  The Purchaser is an entity duly organized, validly existing and, if applicable under the laws of its jurisdiction of organization, in good standing under the laws of its jurisdiction of organization and has full power and authority to conduct its business and to own or lease and to operate its properties as and in the place where such business is conducted and such properties are owned, leased or operated except as would not reasonably be expected to prevent or materially impair or delay the ability of the Purchaser to purchase the Shares and otherwise fulfill its obligations under this Agreement.

3.4  Purchase for Investment.  The Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D under the U.S. Securities Act of 1933, as amended, has such knowledge and experience in financial business matters as to be capable of evaluating the merits and risks of its purchase of Shares hereunder, has no need for liquidity in such Shares and has the ability to bear the economic risks of its purchase of Shares hereunder.  The Purchaser is purchasing the Shares solely for investment, with no present intention to resell the Shares.  The Purchaser hereby acknowledges that the Shares have not been registered pursuant to

the U.S. Securities Act of 1933, as amended, and may not be transferred in the absence of such registration or an exemption therefrom under such legislation.

3.5  Survival of Representations and Warranties.  Each of the representations and warranties of the Purchaser in this Agreement or in any schedule, instrument or other document delivered pursuant to this Agreement shall survive the Closing Date and shall continue in force thereafter.

4.             Covenants of the Purchaser and the Selling Shareholders.

4.1  Confidentiality.  Each party shall maintain the confidentiality of Confidential Information in accordance with procedures adopted by such party in good faith to protect confidential information of third parties delivered to such party, provided that such party may deliver or disclose Confidential Information to (i) such party’s representatives, members of its investment committees, advisory committees, and similar bodies, and Persons related thereto, who are informed of the confidentiality obligations of this Section 4.1; provided, that such party shall be responsible for any disclosure made by any of the foregoing as if it had been made by such party, (ii) any Governmental Authority having jurisdiction over such party to the extent required by applicable Law or (iii) any other Person to which such delivery or disclosure may be necessary (A) to effect compliance with any Law applicable to such party, or (B) in response to any subpoena or other legal process, provided that, in the cases of clauses (ii) and (iii) above, the disclosing party shall provide each other party with prompt written notice thereof so that the appropriate party may seek (with the cooperation and reasonable efforts of the disclosing party) a protective order, confidential treatment or other appropriate remedy, and in any event shall furnish only that portion of the information which is reasonably necessary for the purpose at hand and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information to the extent reasonably requested by any other party.

4.2  Publicity.  Except as may be required by the NASDAQ rules or the rules of any other quotation system or exchange on which the Purchaser’s or Alibaba’s securities are listed or applicable Law, neither the Purchaser nor Alibaba shall issue a publicity release or announcement or otherwise make any public disclosure concerning this Agreement, the SPCA, or the other the Ancillary Agreements, which announcement names any party without its prior approval.  If any announcement is required by applicable Law to be made by any party hereto, which announcement names any other party hereto, prior to making such announcement the announcing party will deliver a draft of such announcement to the other party being named and shall give such other party an opportunity to comment thereon.

4.3  Further Assurances.  Following the Closing Date, each party shall, from time to time, execute and deliver such additional instruments, documents, conveyances or assurances and take such other actions as shall be necessary, or otherwise reasonably be requested by any other party, to confirm and assure the rights and obligations provided for in this Agreement and render effective the consummation of the purchase and sale of Shares contemplated hereby, or otherwise to carry out the intent and purposes of this Agreement (which include the transfer by the Selling Shareholders to the Purchaser of the ownership and intended related benefits of the Shares in the manner contemplated by Section 1.2).

5.             Conditions Precedent.

5.1  Conditions to Obligations of Each Party.  The obligations of each party to consummate the purchase and sale of Shares contemplated hereby shall be subject to the fulfillment on or prior to the Closing Date of the following conditions:

5.1.1.  No Injunction, etc.  Consummation of the purchase and sale of Shares contemplated hereby shall not have been restrained, enjoined or otherwise prohibited or made illegal by any applicable Law, including any order, injunction, decree or judgment of any court or other Governmental Authority; and no such Law that would have such an effect shall have been promulgated, entered, issued or determined by any court or other Governmental Authority to be applicable to this Agreement.  No action or proceeding shall be pending or threatened by any Governmental Authority on the Closing Date before any court or other Governmental Authority to restrain, enjoin or otherwise prevent the consummation of the purchase and sale of Shares contemplated hereby in any material respect.

5.1.2.  Other Transactions.  The Other Transactions shall have been consummated on or prior to the Closing Date.

5.2  Conditions to Obligations of the Purchaser.  The obligations of the Purchaser to consummate the purchase and sale of Shares contemplated hereby shall be subject to the fulfillment on or prior to the Closing Date of the following additional conditions, which each Selling Shareholder agrees to use reasonable best efforts to cause to be fulfilled:

5.2.1.  Representations, Performance, etc.

(a)  The representations and warranties of each Selling Shareholder contained in Section 2 (i) shall be true and correct in all material respects at and as of the date it first becomes a party to this Agreement, and (ii) shall be repeated and shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date except, in the cases of each of clauses (i) and (ii), as would not reasonably be expected to prevent or materially impair or delay the ability of such Selling Shareholder to sell its Shares and otherwise fulfill its obligations under this Agreement.

(b)  Each Selling Shareholder shall have in all material respects duly performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by such Selling Shareholder prior to or on the Closing Date, except as would not reasonably be expected to prevent or materially impair or delay the ability of such Selling Shareholder to sell its Shares and otherwise fulfill its obligations under this Agreement.

5.2.2.  Delivery of Shares.  At the Closing each Selling Shareholder shall have delivered certificate(s) representing the Shares such Selling Shareholder is required to deliver as provided in Section 1.2, as applicable, together with any Tax or transfer stamps or other documents or actions necessary to vest good and valid title to such Shares in the name of the Purchaser, free and clear of any Lien.

5.3  Conditions to Obligations of the Selling Shareholders.  The obligation of each Selling Shareholder to consummate the purchase and sale of Shares contemplated hereby shall be subject to the fulfillment, on or prior to the Closing Date, of the following additional conditions, which the Purchaser agrees to use reasonable best efforts to cause to be fulfilled:

5.3.1.  Representations, Performance, etc.

(a)  The representations and warranties of the Purchaser contained in Section 3 (i) shall be true and correct in all material respects at and as of the date hereof and (ii) shall be repeated and shall be true and correct in all material respects on and as of the Closing Date with the same effect as though made at and as of such time, except in the cases of each of clauses (i) and (ii), as would not reasonably be expected to prevent or materially impair or delay the ability of the Purchaser to purchase the Shares and otherwise fulfill its obligations under this Agreement in all material respects.

(b)  The Purchaser shall have in all material respects duly performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date, except as would not reasonably be expected to prevent or materially impair or delay the ability of the Purchaser to purchase the Shares and otherwise fulfill its obligations under this Agreement.

6.             Termination.

6.1  Termination.  This Agreement may be terminated at any time prior to the Closing Date:

(a)  By the written agreement of the Purchaser and the Selling Shareholders;

(b)  By the Selling Shareholders or the Purchaser by written notice to the other party if the SPCA shall have been terminated in accordance with its terms; or

(c)  By the Purchaser if there shall have been a material breach of any representation, warranty or covenant on the part of the Selling Shareholders contained in this Agreement such that the condition set forth in Section 5.2.1(a) and 5.2.1(b) would not be satisfied and which shall not have been cured within 30 days following written notice of such breach; provided that the Purchaser shall not have the right to terminate this Agreement pursuant to this Section 6.1(c) if the Purchaser is then in material breach of any of its covenants or agreements contained in this Agreement such that the Closing condition set forth in Section 5.3.1(a) or 5.3.1(b) would not be satisfied; or

(d)  By the Selling Shareholders if there shall have been a material breach of any representation, warranty or covenant on the part of the Purchaser contained in this Agreement such that the condition set forth in Section 5.3.1(a) and 5.3.1(b) would not be satisfied and which shall not have been cured within 30 days following written notice of such breach; provided that the Selling Shareholders shall not have the right to terminate this Agreement pursuant to this Section 6.1(d) if the Purchaser is then in material breach of any of its covenants or agreements contained in this Agreement such that the Closing condition set forth in Section 5.2.1(a) or 5.2.1(b) would not be satisfied.

6.2  Effect of Termination.  In the event of the termination of this Agreement pursuant to the provisions of Section 6.1, this Agreement shall become void and have no effect, without any liability to any Person in respect hereof or of the purchase and sale of Shares contemplated hereby on the part of any party hereto, or any of its directors, officers, representatives, stockholders or Affiliates, except as specified in Sections 4.1, 4.2 and 8.1 and except for any liability resulting from such party’s breach of this Agreement prior thereto.

6.3  Survival of Representations and Warranties, etc.  The representations and warranties contained in this Agreement shall survive indefinitely.

7.             Definitions.

7.1  Terms Generally.  The words “hereby,” “herein,” “hereof,” “hereunder” and words of similar import refer to this Agreement as a whole (including any Schedules hereto) and not merely to the specific section, paragraph or clause in which such word appears.  All references herein to Sections and Schedules shall be deemed references to Sections of, and Schedules to, this Agreement unless the context shall otherwise require.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The definitions given for terms in this Section 7 and elsewhere in this Agreement shall apply equally to both the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  Except as otherwise expressly provided herein, all references to “dollars” or “US$” shall be deemed references to the lawful money of the United States of America.

7.2  Certain Terms.  Whenever used in this Agreement (including in the Schedules), the following terms shall have the respective meanings given to them below or in the Sections indicated below:

Affiliate:  of a Person means a Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the first Person, including but not limited to a Subsidiary of the first Person, a Person of which the first Person is a Subsidiary, or another Subsidiary of a Person of which the first Person is also a Subsidiary.  “Control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise.

Agreement:  as defined in the first paragraph of this Agreement.

Alibaba:  as defined in the first paragraph of this Agreement.

Business Day:  any day that is not a Saturday, Sunday or other day on which banks are required or authorized by Law to be closed in New York, Beijing, Hong Kong or Tokyo.

Claimant:  as defined in Section 8.4(b).

Closing:  as defined in Section 1.2.

Closing Date:  as defined in Section 1.2.

Confidential Information:  information regarding this Agreement and the Other Transaction Agreements including the terms, status and existence thereof, provided that such Confidential Information does not include information that (a) was publicly known or otherwise known to such receiving party prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such receiving party or any Person acting on such party’s behalf, or (c) otherwise becomes known to such receiving party other than through disclosure by the delivering party or any Person with a duty to keep such information confidential.

Consent:  any consent, approval, authorization, waiver, permit, grant, franchise, concession, agreement, license, certificate, exemption, order, registration, declaration, filing, report or notice of, with or to any Person.

Contract:  all loan agreements, indentures, letters of credit (including related letter of credit applications and reimbursement obligations), mortgages, security agreements, pledge agreements, deeds of trust, bonds, notes, guarantees, surety obligations, warranties, licenses, franchises, permits, powers of attorney, purchase orders, leases, and other agreements, contracts,

instruments, obligations, offers, commitments, arrangements and understandings, written or oral.

Institutional Financial Investors: Fidelity Investors II Limited Partnership, Fidelity International Limited, FIL Greater China Ventures Fund, L.P., Granite Global Ventures (Q.P.) L.P., Granite Global Ventures L.P., Technology Fund II Pte Ltd., Venture TDF Technology Fund III, L.P., One Strategic Assets Ltd., Transpac Nominees Pte Ltd., Japan Asia Investment Co. Ltd., JAIC-Nippon Asia 3 Investment Fund, Japan Asia Venture Fund, JAVF Parallel Fund C.V., South-East Asia Private Equity Fund (GbR) Fund A, South-East Asia Private Equity Fund (GbR) Fund B, MMFI CAPI Venture Investments Limited, JAIC International (Hong Kong) Co., Limited, Eastern Advisor Fund, L.P. and Eastern Advisor Offshore Fund, Ltd.

Governmental Approval:  any Consent of, with or to any Governmental Authority.

Governmental Authority:  any nation or government, any state or other political subdivision thereof; any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality of any nation or any political subdivision thereof; any court, tribunal or arbitrator; and any self-regulatory organization.

ICC:  as defined in Section 8.4(b).

Law:  all applicable provisions of all (a) constitutions, treaties, statutes, laws, codes, rules, regulations, ordinances or orders of any Governmental Authority, (b) Governmental Approvals and (c) orders, decisions, injunctions, judgments, awards and decrees of or agreements with any Governmental Authority.

Lien:  any mortgage, pledge, deed of trust, hypothecation, right of others, claim, security interest, encumbrance, burden, title defect, title retention agreement, lease, sublease, license, occupancy agreement, easement, covenant, condition, encroachment, voting trust agreement, interest, option, right of first offer, negotiation or refusal, proxy, lien, charge or other restrictions or limitations of any nature whatsoever, including but not limited to such Liens as may arise under any Contract.

Organizational Documents:  as to any Person, its certificate or articles of incorporation, by-laws, memorandum and articles of association or other organizational and constitutive documents.

Other Transaction Agreements:  the SPCA and the Ancillary Agreements (as defined therein and excluding this Agreement).

Other Transactions:  the transactions contemplated by the Other Transaction Agreements.

Per Share Price:  as defined in Section 1.1.

Person:  any natural person, firm, partnership, association, corporation, company, trust, business trust, Governmental Authority or other entity.

Purchase Price:  as defined in Section 1.1.

Purchaser:  as defined in the first paragraph of this Agreement.

Request:  as defined in Section 8.4(b).

Respondent:  as defined in Section 8.4(b).

Selling Shareholder(s):  as defined in the first paragraph of this Agreement.

Selling Shareholders’ Representative: as defined in Section 8.3.

Shareholders Agreement: the Shareholders Agreement to be entered into by and among the Purchaser, SOFTBANK CORP., Alibaba, the Management Members (as defined in such agreement) and certain other parties named therein on the Closing Date.

Shares:  Ordinary Shares of a nominal or par value of US$0.0001 each, of Alibaba.

SPCA: as defined in the recitals of this Agreement.

Subsidiaries:  each corporation or other Person in which a Person owns or controls, directly or indirectly, share capital or other equity interests representing more than 50% of the outstanding voting stock or other equity interests.

Tax:  any federal, state, local or foreign income, alternative, minimum, accumulated earnings, personal holding company, franchise, share capital, profits, windfall profits, gross receipts, sales, use, value added, transfer, registration, stamp, premium, excise, customs duties, severance, environmental, real property, personal property, ad valorem, occupancy, license, occupation, employment, payroll, social security, disability, unemployment, workers’ compensation, withholding, estimated or other similar tax, duty, fee, assessment or other governmental charge or deficiencies thereof (including all interest and penalties thereon and additions thereto).

8.             Miscellaneous.

8.1  Expenses.  Except as set forth below in this Section 8.1 or as otherwise specifically provided for in this Agreement, each Selling Shareholder, on

the one hand, and the Purchaser, on the other hand, shall bear their respective expenses, costs and fees (including attorneys’ fees) in connection with the purchase and sale of Shares contemplated hereby, including the preparation, execution and delivery of this Agreement and compliance herewith, whether or not the purchase and sale of Shares contemplated hereby shall be consummated; provided that for the avoidance of doubt, any Tax or other expenses associated with the transfer of Shares contemplated hereby shall be borne solely by the transferring Selling Shareholder.

8.2  Notices.  All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b)  sent by next-day or overnight mail or delivery or (c) sent by facsimile, as follows:

(i)  if to the Purchaser,

Yahoo! Inc.
701 First Avenue
Sunnyvale, CA 94089
Fax:  +1-408-349-3301
Telephone:  +1-408-349-3300
Attention:  General Counsel

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue
Suite 1100
Palo Alto, CA 94301
Fax:  +1-650-470-4570
Telephone:  +1-650-470-4500
Attention:  Kenton J. King

(ii)  If to any Selling Shareholder that is an Institutional Financial Investor, to such Selling Shareholder’s address as set forth on Schedule A hereto;

(iii)  If to any Selling Shareholder other than the Institutional Financial Investors, to c/o Alibaba.com Hong Kong Limited, 2403-05 Jubilee Centre, 18 Fenwick Street, Wanchai, Hong Kong, Fax:  +852-2215-5200, Attention: Corporate Counsel;

or, in each case, at such other address as may be specified in writing to the other parties hereto in accordance with this Section 8.2.

All such notices, requests, demands, waivers and other communications shall be deemed to have been received (i) if by personal delivery on the day after such delivery, (ii)  if by next-day or overnight mail or delivery, on the day delivered or (iii) if by facsimile, on the next day following the day on which such facsimile was sent, provided that a copy is also sent by another method described herein.

8.3  Selling Shareholders’ Representative.

(a)  Concurrent with the execution and delivery of this Agreement, each of the Selling Shareholders shall be deemed to appoint the Chief Executive Officer of Alibaba as their agent, representative and attorney-in-fact (the “Selling Shareholders’ Representative”) and the Chief Executive Officer of Alibaba hereby agrees to act as the Selling Shareholders’ Representative.

(b)  The Selling Shareholders’ Representative has the full power and authority to act on behalf of each Selling Shareholder in connection with this Agreement and the purchase and sale of Shares contemplated hereby and take all actions necessary or appropriate in the judgment of the Selling Shareholders’ Representative for the accomplishment of the foregoing.  Any notices delivered by the Selling Shareholders’ Representative pursuant to this Agreement shall be delivered to the addressees in the manner provided in Section 8.2.

(c)  A decision, act, consent, or instruction of the Selling Shareholders’ Representative, including an amendment or waiver of this Agreement pursuant to Section 8.8 hereof, shall constitute a decision of the Selling Shareholders after the date hereof and shall be final, binding and conclusive upon the Selling Shareholders after the date hereof; and the other parties hereto may rely upon any such decision, act, consent or instruction of the Selling Shareholders’ Representative as being the decision, act, consent or instruction of the Selling Shareholders.

8.4  Governing Law and Dispute Resolution.

(a)  THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK.

(b)  Dispute Resolution

(i)  Any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement, or the breach, termination or validity hereof, shall be finally settled exclusively by arbitration.  The arbitration shall be conducted in accordance with the rules of the International Chamber of Commerce (the “ICC”) in effect at the time of the arbitration, except as they may be modified by mutual agreement of the parties.  The seat of the arbitration shall be Singapore, provided that the arbitrators may hold hearings in such other locations as the arbitrators determine to be most convenient and efficient for all of the parties to such arbitration under the circumstances.  The arbitration shall be conducted in the English language.

(ii)  The arbitration shall be conducted by three arbitrators.  The party (or the parties, acting jointly, if there are more than one) initiating arbitration (the “Claimant”) shall appoint an arbitrator in its request for arbitration (the “Request”).  The other party (or the other parties, acting jointly, if there are more than one) to the arbitration (the “Respondent”) shall appoint an arbitrator within 30 days of receipt of the Request and shall notify the Claimant of such appointment in writing.  If

within 30 days of receipt of the Request by the Respondent, either party has not appointed an arbitrator, then that arbitrator shall be appointed by the ICC.  The first two arbitrators appointed in accordance with this provision shall appoint a third arbitrator within 30 days after the Respondent has notified Claimant of the appointment of the Respondent’s arbitrator or, in the event of a failure by a party to appoint, within 30 days after the ICC has notified the parties and any arbitrator already appointed of the appointment of an arbitrator on behalf of the party failing to appoint.  When the third arbitrator has accepted the appointment, the two arbitrators making the appointment shall promptly notify the parties of the appointment.  If the first two arbitrators appointed fail to appoint a third arbitrator or so to notify the parties within the time period prescribed above, then the ICC shall appoint the third arbitrator and shall promptly notify the parties of the appointment.  The third arbitrator shall act as Chair of the tribunal.  The Claimant and Respondent shall direct the tribunal to follow Section 8.4(a) and to apply the Laws of the State of New York in conducting the arbitration.

(iii)  The arbitral award shall be in writing, state the reasons for the award, and be final and binding on the parties.  The award may include an award of costs, including reasonable attorneys’ fees and disbursements.  In addition to monetary damages, the arbitral tribunal shall be empowered to award equitable relief, including, but not limited to, an injunction and specific performance of any obligation under this Agreement.  The arbitral tribunal is not empowered to award damages in excess of compensatory damages, and each party hereby irrevocably waives any right to recover punitive, exemplary or similar damages with respect to any dispute, except insofar as a claim is for indemnification for an award of punitive damages awarded against a party in an action brought against it by an independent third party.  The arbitral tribunal shall be authorized in its discretion to grant pre-award and post-award interest at commercial rates.  Any costs, fees or taxes incident to enforcing the award shall, to the maximum extent permitted by Law, be charged against the party resisting such enforcement.  Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets.

(iv)  In order to facilitate the comprehensive resolution of related disputes, and upon request of any party to the arbitration proceeding, the arbitration tribunal may, within 90 days of its appointment, consolidate the arbitration proceeding with any other arbitration proceeding involving any of the parties relating to this Agreement and the Other Transaction Agreements.  The arbitration tribunal shall not consolidate such arbitrations unless it determines that (x) there are issues of fact or law common to the proceedings, so that a consolidated proceeding would be more efficient than separate proceedings, and (y) no party would be prejudiced as a result of such consolidation through undue delay or otherwise.  In the event of different rulings on this question by the arbitration tribunal constituted hereunder and any tribunal constituted under the Other Transaction Agreements, the ruling of the tribunal constituted under the Shareholders Agreement shall govern, and that tribunal will decide all disputes in the consolidated proceeding.

(v)  The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the tribunal, the ICC, the parties, their counsel and any person necessary to the conduct of the proceeding, except as may be lawfully required in judicial proceedings relating to the arbitration, by disclosure rules and regulations of securities regulatory authorities or otherwise, or as required by NASDAQ rules or the rules of any other quotation system or exchange on which the disclosing party’s securities are listed or applicable Law.

(vi)  The costs of arbitration shall be borne by the losing party unless otherwise determined by the arbitration award.

(vii)  All payments made pursuant to the arbitration decision or award and any judgment entered thereon shall be made in United States dollars, free from any deduction, offset or withholding for Taxes.

(viii)  Notwithstanding this Section 8.4(b) or any other provision to the contrary in this Agreement, no party shall be obligated to follow the foregoing arbitration procedures where such party intends to apply to any court of competent jurisdiction for an interim injunction or similar equitable relief against any other party, provided there is no unreasonable delay in the prosecution of that application.

8.5  Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns.

8.6  Assignment.  This Agreement shall not be assignable or otherwise transferable by any party hereto without the prior written consent of the other parties hereto, and any purported assignment or other transfer without such consent shall be void and unenforceable.

8.7  Third Party Beneficiaries.  It is expressly agreed by the parties hereto that Alibaba shall be a third party beneficiary of all of the terms of this Agreement and Alibaba shall be entitled to enforce its rights as such under this Agreement.

8.8  Amendment; Waivers, etc.  No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought, provided that no amendment, modification, discharge of this Agreement, and no waiver hereunder, shall be valid and binding against the Purchaser unless set forth in writing and duly executed by both the Purchaser and Alibaba.  Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at

any other time.  Neither the waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder.  The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity.

8.9  Entire Agreement.  This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

8.10  Severability.  If any provision, including any phrase, sentence, clause, section or subsection, of this Agreement is invalid, inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering such provision in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision herein contained invalid, inoperative, or unenforceable to any extent whatsoever.

8.11  Headings.  The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement.

8.12  Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

[SIGNATURE PAGE TO SECONDARY SHARE PURCHASE AGREEMENT]

[SIGNATURE PAGE TO SECONDARY SHARE PURCHASE AGREEMENT]

[SIGNATURE PAGE TO SECONDARY SHARE PURCHASE AGREEMENT]

[SIGNATURE PAGE TO SECONDARY SHARE PURCHASE AGREEMENT]

[SIGNATURE PAGE TO SECONDARY SHARE PURCHASE AGREEMENT]

[SIGNATURE PAGE TO SECONDARY SHARE PURCHASE AGREEMENT]

[SIGNATURE PAGE TO SECONDARY SHARE PURCHASE AGREEMENT]

[SIGNATURE PAGE TO SECONDARY SHARE PURCHASE AGREEMENT]

[SIGNATURE PAGE TO SECONDARY SHARE PURCHASE AGREEMENT]

[SIGNATURE PAGE TO SECONDARY SHARE PURCHASE AGREEMENT]

[SIGNATURE PAGE TO SECONDARY SHARE PURCHASE AGREEMENT]

[SIGNATURE PAGE TO SECONDARY SHARE PURCHASE AGREEMENT]

Exhibit 2.5

SHAREHOLDERS AGREEMENT

by and among

Alibaba.com Corporation,

Yahoo! Inc.,

SOFTBANK CORP.,

the Management Members
(as defined herein)

and

certain other shareholders of Alibaba.com Corporation

Dated as of October 24, 2005

Table of Contents

i

ii

SHAREHOLDERS AGREEMENT

THIS SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of October 24, 2005 is made and entered into by and among Alibaba.com Corporation, a Cayman Islands company (the “Company”), Yahoo! Inc., a Delaware corporation (“Yahoo”), SOFTBANK CORP., a Japanese corporation (“SOFTBANK”), and certain members of the management of the Company named on the signature page hereof in their sole capacity as shareholders of the Company (collectively, the “Management Members” and individually, a “Management Member,” and together with Yahoo and SOFTBANK, collectively the “Shareholders” and individually, a “Shareholder”) and certain other shareholders named on Schedule C as “Subordinate Shareholders.”

W I T N E S S E T H:

WHEREAS, pursuant to the terms and conditions of the Stock Purchase and Contribution Agreement, dated as of August 10, 2005, by and between the Company and Yahoo, as amended by the Amendment to the Stock Purchase and Contribution Agreement, dated as of October 24, 2005 (as amended, the “Purchase and Contribution Agreement”)Yahoo agreed to transfer the China Business and the Tao Bao Shares and pay the Cash Consideration to the Company in consideration of the allotment and issuance of the Primary Shares by the Company to Yahoo; and

WHEREAS, the Company, the Management Members, Yahoo and SOFTBANK, and certain of their respective Affiliates, are parties to one or more Ancillary Agreements as contemplated by the Purchase and Contribution Agreement;

WHEREAS, the execution and delivery of this Agreement by the Shareholders and other parties to this Agreement is a condition precedent to the consummation of the transactions contemplated by the Purchase and Contribution Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants, representations and warranties set forth herein and the mutual benefits to be derived herefrom, the parties hereto agree as follows: