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YAHOO INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

July 15, 2014



Item 1.01 Entry into a Material Definitive Agreement.

Third Amendment to Share Repurchase and Preference Share Sale Agreement

Yahoo! Inc. (the "Company"), Yahoo! Hong Kong Holdings Limited ("YHK" and, together with the Company, "Yahoo") and Alibaba Group Holding Limited ("Alibaba Group") entered into a Third Amendment to Share Repurchase and Preference Share Sale Agreement, dated as of July 14, 2014 (the "Third Amendment"). The Third Amendment amends the Share Repurchase and Preference Share Sale Agreement, entered into by Yahoo and Alibaba Group on May 20, 2012 (as amended on September 11, 2012 and October 14, 2013, the "Original Repurchase Agreement").

The Original Repurchase Agreement, prior to the Third Amendment, provided that in the event Alibaba Group completed an initial public offering meeting certain specified criteria (a "Qualified IPO"), Yahoo would sell up to 208 million of the 523.6 million ordinary shares of Alibaba Group ("Shares") currently owned by Yahoo either directly to Alibaba Group or in the Qualified IPO, at Alibaba Group's election.

The Third Amendment reduces the maximum number of Shares that Yahoo is required to sell in connection with a Qualified IPO from 208 million to 140 million.

The foregoing summary is subject to, and is qualified in its entirety by, the full text of (i) the Share Repurchase and Preference Share Sale Agreement, dated May 20, 2012, which was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed May 24, 2012, (ii) the First Amendment to Share Repurchase and Preference Share Sale Agreement, dated September 11, 2012, which was filed as Exhibit 2.2 to the Company's Current Report on Form 8-K filed September 19, 2012, (iii) the Second Amendment to Share Repurchase and Preference Share Sale Agreement, dated as of October 14, 2013, which was filed as Exhibit 2.3 to the Company's Current Report on Form 8-K filed October 15, 2013, and (iv) the Third Amendment, which is filed herewith as Exhibit 2.4, each of which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description 2.4 Third Amendment to Share Repurchase and Preference Share Sale Agreement, by and among Alibaba Group Holding Limited, Yahoo! Inc., and Yahoo! Hong Kong Holdings Limited, dated as of July 14, 2014. 2



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Source: Edgar Glimpses


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