Amendment to Exhibit D. (a) The form of Registration Rights Agreement attached to the Agreement as Exhibit D is hereby amended by amending Section 10.1 by inserting the words “for Yahoo, SB and the Management Members” before the words “in the case of an Initial Public Offering, for up to one (1) year . . .”, such that such section shall now read as follows: 10.1 In the case of any underwritten offering initiated by the Company (a “Company Initiated Marketed Offering”), to the extent that the Company and the Management Members (the “Lockup Parties”) enter into the same or more restrictive agreements and are subject to the same restrictions as set forth in this Section 10.1, each Holder (whether or not such Holder seeks to or does include Shares in such offering) hereby agrees that it shall not, to the extent requested by the Company or the joint global coordinators or the underwriters of the underwritten offering, sell or otherwise transfer or dispose of any Registrable Securities (other than to donees or partners of the Holder who agree to be similarly bound) for up to one hundred eighty (180) days from the listing date in respect of the underwritten offering (or, for Yahoo, SB and the Management Members in the case of an Initial Public Offering, for up to one (1) year from the listing date in respect of the underwritten offering); provided, however, that upon any waiver of such obligations of any Lockup Party or any five percent (5%) Shareholder by all parties entitled to enforce such obligations, all Holders will be automatically released from all such waived obligations. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters the extent necessary to give further effect to this Section 10.1.”
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Sources: Share Repurchase and Preference Share Sale Agreement (Alibaba Group Holding LTD), Share Repurchase and Preference Share Sale Agreement (Yahoo Inc)