Transaction Agreement NAVER Corporation SoftBank Corp. December 23, 2019

The Shareholder Parties and the Integration Parties entered into the Business Integration Agreement dated December 23, 2019 (hereinafter referred to as the “Business Integration Agreement”) regarding the implementation of a series of transactions with the purpose of having LINE go private and become a joint venture company of which all voting rights are equally owned by the Shareholder Parties (regardless of before or after the timing when both Shareholder Parties come to own all of the voting rights equally, LINE as such joint venture company, hereinafter referred to as the “JV Company”) and further having ZHD hold all the business currently owned by the Integration Parties and having the JV Company own a majority of the voting rights of ZHD (ZHD after having control over all of LINE’s business, hereinafter to be referred to as the “Integration Holding Company”) which maintains the listing as a holding company on the Tokyo Stock Exchange (such series of transactions hereinafter referred to as the “Transaction”, and the business integration of LINE and ZHD realized by the Transaction hereinafter referred to as the “Business Integration”).

The purpose of the Transaction Agreement is, in addition to the provisions of the Business Integration Agreement, to prescribe matters which shall be agreed upon between the Shareholder Parties with respect to the Transaction.

In case NAVER uses, as the offeror entity for the LINE TOB, NAVER J. Hub Corporation (hereinafter referred to as “J. Hub”) or a subsidiary that NAVER newly establishes, holds all of its issued shares (excluding treasury shares) or interests directly, of which purpose of business is limited to the holding of the shares of the JV Company (hereinafter referred to as the “Offeror Entity (NAVER Sub)”, as of the execution date of this Transaction Agreement, NAVER contemplates using J. Hub as the Offeror Entity (NAVER Sub).), under the Transaction Agreement, the term “NAVER” shall be deemed to be replaced with “NAVER and the Offeror Entity (NAVER Sub)” and NAVER (i) shall cause the Offeror Entity (NAVER Sub) to comply with the obligations of the Offeror Entity (NAVER Sub) set forth in the Transaction Agreement after such replacement; and (ii) may, by itself or cause the Offeror Entity (NAVER Sub) to jointly exercise the rights of the Offeror Entity (NAVER Sub) set forth in the Transaction Agreement after such replacement.

After the execution of the Transaction Agreement, to the extent that the Offeror Entity (NAVER Sub) becomes the offeror entity for LINE TOB and holds LINE common shares, NAVER shall not transfer, succeed, provide security or otherwise dispose of (hereinafter referred to as “Transfer”) the shares or interests of Offeror Entity (NAVER Sub) held by NAVER without the prior written consent of the SoftBank.

The Shareholder Parties shall cause LINE as the JV Company to, and SoftBank shall cause SoftBank SPC to, implement the Merger in accordance with the applicable Laws and Regulations and the provisions of the Business Integration Agreement.

SoftBank represents and warrants to NAVER that, on the date of execution of the Transaction Agreement and the effective date of the Merger (hereinafter, the “Merger Effective Date”) (provided, however, that for matters referred to at a particular time, at that time), each of the matters regarding SoftBank SPC set forth in Exhibit 2 is true and correct.

Until the Merger Effective Date, SoftBank shall not cause SoftBank SPC to, without prior written consent of NAVER, make any Transfer of shares in ZHD other than Transfer contemplated under the Definitive Agreements (including tendering for the ZHD TOB and the share transfer set forth in Section 4.5 Paragraph 3 of the Business Integration Agreement), and take any action other than preparations for the Merger or other actions contemplated under the Definitive Agreements (including debt equity swap as payment of debts of SoftBank SPC under the Revolving Facility Agreement between SoftBank and SoftBank SPC set forth in Paragraph 10 of Attachment to Exhibit 2) or any action obliged under the applicable Laws and Regulations. SoftBank shall cause SoftBank SPC to pay and perform all of its debts and obligations owed to SoftBank under the “Business Transfer Agreement” executed between SoftBank and SoftBank SPC on January 17, 2019, and the “Share Purchase Agreement” executed between SoftBank and SoftBank SPC on November 18, 2019 by the Merger Effective Date, and shall not cause SoftBank SPC to leave any remaining debts or obligations thereof.

With respect to the Contracts listed in Attachment to Exhibit 2, SoftBank shall not cause SoftBank SPC to leave any remaining rights or obligations thereof between SoftBank SPC and the counterparty thereunder, and shall cause SoftBank SPC to terminate such Contracts by the Merger Effective Date.

SoftBank shall take necessary measures by the Merger Effective Date to ensure that there is no remaining asset and debt and right and obligation (provided, however, excluding those set forth in Exhibit 3) of SoftBank SPC, and that SoftBank SPC holds the cash provided in Paragraph 1 in Exhibit 3 as of the Merger Effective Date.

NAVER represents and warrants to SoftBank that, as of the date of execution of the Transaction Agreement (in case the Offeror Entity (NAVER Sub) will be a company incorporated after the execution date of the Transaction Agreement, the date of incorporation of such company with respect to matters pertaining to such company) (provided, however, that, for matters referred to at a particular time, at that time), each of the matters set forth in Exhibit 4 is true and correct.

SoftBank represents and warrants to NAVER that, at the date of execution of the Transaction Agreement (provided, however, that for matters referred to at a particular time, at that time), each of the matters set forth in Exhibit 5 is true and correct.

The Transaction Agreement shall automatically cease to be effective upon the occurrence of any of the following events:

If both of the Shareholder Parties agree in writing to terminate the Transaction Agreement;

Upon termination of the Business Integration Agreement; or

In the event the Transaction Agreement has been terminated pursuant to the immediately following Section.

The termination of the Transaction Agreement shall not affect any rights and obligations which have already accrued under the Transaction Agreement at the time of such termination or will arise after such termination on the grounds that occurred prior to such termination.

Notwithstanding the termination of the Transaction Agreement, this section and Sections 11 to 21 shall remain in full force and effect.

Each Shareholder Party may terminate the Transaction Agreement upon written notice to the other Shareholder Party only prior to the commencement of LINE TOB in the event of a material breach of any of the representations and warranties or obligations set forth in the Transaction Agreement by the other Shareholder Party.

The Transaction Agreement may be terminated only in accordance with the provisions set forth in the preceding paragraph and no Shareholder Party may terminate the Transaction Agreement based on any grounds other than set forth in the preceding paragraph irrespective of its legal basis.

Neither Shareholder Party shall make any press releases or other disclosures concerning the Transaction, except when the Shareholder Party has consulted and agreed with the other Shareholder Party in advance on the content, timing, and methods of the disclosure. However, each Shareholder Party may make a disclosure to the extent necessary if it is required by (i) the applicable Laws and Regulations, or (ii) Government Body Decisions or any request from Government Agencies on reasonable grounds.

The Shareholder Party, who makes a disclosure pursuant to the proviso of the preceding paragraph, to the extent practically possible, shall notify the other Shareholder Party in advance in writing of the content, time and method of the disclosure and consult with the other Shareholder Party in advance.

Notice to NAVER

Notice to SoftBank

This Transaction Agreement shall be governed by and construed in accordance with the laws of Japan.

Any and all disputes arising between the Shareholder Parties in connection with this Transaction Agreement shall be submitted to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.

“Affiliated Company” has the meaning set forth in Article 8, Paragraph 5 of the Regulation for Terminology, Forms and Preparation of Financial Statements (Ordinance of the Ministry of Finance No. 59 of 1963, as amended).

“Business Integration” has the meaning set forth in Section 1, Paragraph 1.

“Business Integration Agreement” has the meaning set forth in Section 1, Paragraph 1.

“Capital Alliance Agreement” means the Capital Alliance Agreement dated December 23, 2019 between the Integration Parties.

“Contracts” means all legally binding agreements, whether oral or in writing or otherwise means.

“Definitive Agreements” means, collectively, the Joint Venture Agreement, Transaction Agreement, Business Integration Agreement and Capital Alliance Agreement.

“Encumbrances” means, collectively, any right of retention, lien, pledge, mortgage, security assignment or other security interest or encumbrance, or any prohibition or restriction on use, earnings or Transfer.

“Government Body” means, collectively, a super-national, national, state, regional, municipal or other governmental agency (including administrative agency, regulatory agency, supervisory agency, court), arbitral body or financial instruments exchange or other self-regulatory organizations or any other person equivalent thereto.

“Government Body Decisions” means, collectively, judgments, decisions, orders, judicial settlements, permits, authorizations, licenses, approvals, recommendations, guidance, instructions and other decisions of the Government Agencies.

“Integration Holding Company” has the meaning set forth in Section 1, Paragraph 1.

“Integration Party” has the meaning set forth in the preamble.

“J. Hub” has the meaning set forth in Section 3, Paragraph 1.

“Joint Venture Agreement” means the Joint Venture Agreement executed between the Shareholder Parties on December 23, 2019.

“JV Company” has the meaning set forth in Section 1, Paragraph 1.

“Laws and Regulations” means any law, cabinet order, ministerial ordinance, regulation, judgment, decision, order, notification, notice, ordinance or other regulation or restrictions established by the Government Agencies, or any national or multilateral treaty or agreement.

“LINE” has the meaning set forth in the preamble.

“LINE Squeeze-out” has the meaning set forth in the Business Integration Agreement.

“LINE TOB” has the meaning set forth in the Business Integration Agreement.

“MCA” has the meaning set forth in Section 12.

“Merger” has the meaning set forth in the Business Integration Agreement.

“Merger Effective Date” has the meaning set forth in Section 7, Paragraph 2.

“NAVER” has the meaning set forth in the preamble.

“Offeror Entity (NAVER Sub)” has the meaning set forth in Section 3, Paragraph 1.

“Shareholder Party” has the meaning set forth in the preamble.

“Shareholding Adjustment” has the meaning set forth in the Business Integration Agreement.

“SoftBank” has the meaning set forth in the preamble.

“SoftBank SPC” means Shiodome Z Holdings Co., Ltd.

“SoftBank SPC Shares” has the meaning set forth in Paragraph 4, Item (1) of Exhibit 2.

“Subject LINE Shares” has the meaning set forth in the Business Integration Agreement.

“Subsidiary” has the meaning set forth in Article 8, Paragraph 3 of the Regulation for Terminology, Forms and Preparation of Financial Statements (Ordinance of the Ministry of Finance No. 59 of 1963, as amended).

“Transaction” has the meaning set forth in Section 1, Paragraph 1.

“Transaction Agreement” has the meaning set forth in the preamble.

“Transfer” has the meaning set forth in Section 3, Paragraph 2.

“ZHD” has the meaning set forth in the preamble.

“ZHD Shares” has the meaning set forth in Section 6.

“ZHD Share Transfer” has the meaning set forth in Section 6.

“ZHD TOB” has the meaning set forth in the Business Integration Agreement.

Organization and Existence

SoftBank SPC is a Kabushiki-Kaisha which is duly organized and validly existing under the laws of Japan as of the execution date of the Transaction Agreement (in the event that an entity conversion to a Godo-Kaisha is conducted by the effective time of the Merger after the execution of the Transaction Agreement, SoftBank SPC is a Godo-Kaisha which is validly existing on and after the effective time of such entity conversion) and has the full corporate power and authority to carry on its business currently operated.

SoftBank SPC has not carried on any business other than owning of the ZHD Shares on and after April 1, 2019.

Subsidiary and Affiliated Company

Nonexistence of Bankruptcy Proceedings

Shares or Equity of SoftBank SPC

As of the execution date of the Transaction Agreement, the total number of shares authorized to be issued by SoftBank SPC is 800 common shares and the total number of outstanding shares is 200 common shares (hereinafter, the “SoftBank SPC Shares”), and all outstanding shares are duly and validly issued and paid in full. There are no shares or equity, share options, convertible bonds or other rights to be convertible to or acquire shares or equity, or no agreements or resolutions to grant or approve the same, except for the SoftBank SPC Shares or the equity held by SoftBank.

SoftBank duly and validly holds all of the SoftBank SPC Shares or the equity of SoftBank SPC and is substantially and recorded in the stock ledger as the sole shareholder with respect to such shares or substantially and provided in the articles of incorporation as the sole equity holder with respect to such equity. The SoftBank SPC Shares or such equity has no encumbrances other than restriction on transfer under the articles of incorporation of SoftBank SPC. SoftBank or SoftBank SPC has not been or is subject to pending or threatened actions or claims from a third party with respect to the attribution of the SoftBank SPC Shares or the equity in SoftBank SPC. There are no Contracts between SoftBank and any third party with respect to any rights as the shareholder or equity holder of SoftBank SPC (including, but not limited to, exercise of voting right).

Liabilities and Obligations

Contracts

There are no Contracts to which SoftBank SPC is a party and is legally binding against SoftBank SPC, except for what those in the Schedule.

SoftBank SPC does not or is not likely to violate any Contracts which SoftBank SPC is a party to or is legally binding against SoftBank SPC. SoftBank SPC is not likely to assume any responsibility or liabilities with respect to such violation (regardless of the timing of such violation).

Conflict with Laws and Regulations

Exclusion of Anti-social Forces

ZHD Shares held by SoftBank SPC

Fair Disclosure

“Service Agreement” between SoftBank and SoftBank SPC dated November 14, 2018

“Service Agreement” between Yotsuya Partners Accounting Office and SoftBank SPC dated March 31, 2019

“Secondment Master Agreement” between SoftBank and SoftBank SPC dated February 1, 2017

“Memorandum on Sharing Tokyo Shiodome Building Office” between SoftBank and SoftBank SPC dated July 31, 2018, and “Amended Memorandum” dated April 1, 2019

“Memorandum on Sharing Office” among Mori Trust Co., Ltd., Sumitomo Realty & Development Co., Ltd., SoftBank and SoftBank SPC dated October 29, 2018

“Memorandum on Treatment of Security Deposits” among SoftBank Group Corp., SoftBank and SoftBank SPC dated July 31, 2018

“Trademark License Agreement” between SoftBank and SoftBank SPC dated June 18, 2018

“Software Sales Service Agreement” between SoftBank and SoftBank SPC dated June 18, 2018

“Joint Research and Development Agreement” between SoftBank and SoftBank SPC dated June 27, 2018

“Revolving Facility Agreement” between SoftBank and SoftBank SPC dated November 18, 2019

Terms of Use to which SoftBank SPC agrees in relation to use of services provided by the following third-party suppliers:

Freee

Apple Developer Program

WIX

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Cash equivalent to the total amount of payments made for the tender offer to the ZHD Shares acquired by LINE in the ZHD TOB and tendered by SoftBank SPC and, in the event that the share transfer between SoftBank and SotfBank SPC is conducted under Section 4.5, Paragraph 3 of the Business Integration Agreement, cash equivalent to the total amount of the transfer price of such transfer

Tax liabilities arising in SoftBank SPC in relation to the disposal of ZHD Shares tendered by SoftBank SPC in the ZHD TOB

Matters concerning NAVER

Organization and Existence

Authorization

Validity and Enforceability of the Transaction Agreements

No Violation

Exclusion of Anti-social Forces

Nonexistence of Bankruptcy Proceedings

Matters concerning the Offeror Entity (NAVER Sub)

Incorporation and Existence

Offeror Entity (NAVER Sub) is a Kabusiki-Kaisha or Godo-Kaisha duly organized and validly existing under the laws of Japan and has the full corporate power and authority necessary to operate its current business.

Offeror Entity (NAVER Sub) is not engaged in any business activities other than the holding of the JV Company Shares, provided, however, that the matters provided in this subparagraph (ii) shall not apply to the case where J. Hub is used as an Offeror Entity (NAVER Sub).

Violation of Laws and Regulations

Contracts

Nonexistence of Bankruptcy Proceedings

Shares or Equity of the Offeror Entity (NAVER Sub)

NAVER holds all of the outstanding shares (excluding treasury shares) or equity in the Offeror Entity (NAVER Sub) and is substantially and recorded in the stock ledger as the sole shareholder with respect to such shares or is substantially and provided in the articles of incorporation as the sole equity holder with respect to such equity. There are no Encumbrances to such shares or equity, except for restrictions on transfer pursuant to the articles of incorporation of the Offeror Entity (NAVER Sub). Neither NAVER nor the Offeror Entity (NAVER Sub) has received or is likely to receive any claims or arguments from any third party in relation to the attribution of shares or equity in the Offeror Entity (NAVER Sub). There are no Contracts between NAVER and third parties as to the rights of the shareholders or equity holder of the Offeror Entity (NAVER Sub), including, but not limited to, the exercise of voting rights.

In the Offeror Entity (NAVER Sub), except for shares or equity held by NAVER, there are no shares or equity, share options, convertible bonds, or other rights to convert or acquire shares or equity, and there are no Contracts or resolutions relating to the grant or approval thereof.

Exclusion of Anti-social Forces

Organization and Existence

Authorization

Validity and Enforceability of Transaction Agreements

No Violation

Exclusion of Anti-social Forces

Nonexistence of Bankruptcy Proceedings