Softbank Alibaba Voting Agreement

The Wall Street Journal reported that Softbank will sell a substantial share of its 25% stake in T-Mobile U.S. to T-Mobile`s parent company Deutsche Telekom. Deutsche Telekom`s stake in the US mobile group would thus increase from 44% to more than 50% and give it the economic control and control close to the right to vote it already enjoys. 5.2 No other agreements. Yahoo cannot enter into an agreement or agreement with a person whose effect would be inconsistent or contrary to a provision in this section 5. 2.7 Compensation. (a) the company releases any director appointed in accordance with Section 2.3 (a person entitled to an exemption), who was or is or is threatened with being involved in an action, action, action or proceeding in progress or closed, whether civil, criminal, administrative or investigative, since he is or has been a director of the company; , is or has been or has been a director of the company who, at the request of the company, as a director of another company, partnership, joint venture, fiduciary company, personnel performance plan or other entity or business, is or has been or has been director of the company which, at the request of the company, is the director of another company , as a director of another company, partnership company, fiduciary company, personnel performance plan or other entity or business, to a measure fully authorized by law against all expenses, expenses and obligations (including, without limitation, legal fees, expert fees, court fees, storage, transcription fees, duplication, printing and mandatory fees), as well as telecommunications costs , carrying and mail (fees), judgments, fines, penalties, excise duties and amounts paid under the settlement (including all interest, taxes and other taxes resulting from these expenses, judgments, fines, penalties, excise duties or amounts paid at the time of the count). , action or procedure (abatement), if it acted in good faith and in the best interests of the company in accordance with its fiduciary duty to the corporation. (b) On request, the company may either, by paying these expenses on behalf of Indemnitee, or by compensating for the compensation of these expenses, to anticipate all costs related to compensation. (c) Where compensation is authorized, under a provision of this agreement, to be compensated by the company for some or part of the expenses or other amounts of compensation for a claim, but not for the total amount of that claim, the company releases the compensation award from the part of it to which the compensation is entitled. (d) For the purposes of this agreement, the termination of a claim, appeal, remedy or procedure, by judgment, order, transaction (with or without judicial authorization) or as a result of an objection to candidate Nolo or his equivalent, does not allow us to assume that the release was not consistent with a certain level of conduct or had a certain belief , or that a court has decided that compensation is not admissible under existing legislation. (e) The rights of compensation are added to all other rights that may be compensated under the memorandum and articles or in some other way.