SECOND AMENDMENT

TO THE ALIPAY FRAMEWORK AGREEMENT

This Second Amendment to the Alipay Framework Agreement, dated as of May 3, 2014 (this "Amendment"), is made and entered into by and among Alibaba Group Holding Limited, a company organized under the laws of the Cayman Islands ("Alibaba"), Soft Bank Corp., a Japanese corporation and shareholder of Alibaba ("Soft Bank"), Yahoo! Inc., a Delaware corporation and shareholder of Alibaba ("Yahoo"), 支付宝（中国）网络技术有限公司 (Alipay. com Co., Ltd.), a limited liability company organized under the laws of the People's Republic of China ("OpCo"), APN Ltd., a company organized under the laws of the Cayman Islands ("IPCo"),浙江阿里巴巴电子商务有限公司 (Zhejiang Alibaba E-Commerce Co., Ltd.), a limited liability company organized under the laws of the People's Republic of China ("HoldCo"), the Joinder Parties and, solely with respect to the Sections referred to in Section 10.05 of the Framework Agreement (as defined below), Jack Ma Yun ("JMY") and Joseph Chung Tsai ("JT"). Alibaba, Soft Bank, Yahoo, OpCo, IPCo, HoldCo, the Joinder Parties and, with respect to the referenced Sections, JMY and JT are herein referred to individually as a "Party"and collectively as the "Parties."

RECITALS

WHEREAS, the Parties have entered into that certain Framework Agreement, dated as of July 29, 2011 (the "Framework Agreement");

WHEREAS, the Closing and Effective Time under the Framework Agreement occurred on December 14, 2011;

WHEREAS, at the Effective Time, IPCo issued to Alibaba an interest-free note due December 14, 2018 or sooner or later under certain circumstances, in the principal amount of Five Hundred Million Dollars (US$500,000,000) (the "IPCo Promissory Note"), the payment of which was originally contemplated to serve as consideration for the transfer of certain intellectual property held by Alibaba to OpCo or certain Persons designated by OpCo upon the occurrence of a Liquidity Event (as defined therein) pursuant to Section 2.10 of the Original Agreement (as defined below);

WHEREAS, concurrently with the execution of the Framework Agreement, Alibaba and OpCo entered into a commercial agreement, pursuant to which Alibaba and its subsidiaries were granted the right to receive services from OpCo and its subsidiaries on the terms specified therein, effective as of the Effective Time (as amended to date, the "Commercial Agreement");

WHEREAS, concurrently with the execution of the Framework Agreement, Alibaba entered into an agreement to license to OpCo certain technology and other intellectual property and to perform various software technology services for OpCo, effective as of the Effective Time (the "Intellectual Property License and Software Technology Services Agreement");

WHEREAS, concurrently with the execution of the Framework Agreement, Alibaba and HoldCo entered into a shared services agreement, pursuant to which Alibaba and HoldCo agreed to provide certain administrative and support services to each other and their respective affiliates, in each case, on the terms set forth therein, effective as of the Effective Time (the "Shared Services Agreement");

WHEREAS, the Parties amended the Framework Agreement as of November 15, 2012 (the Framework Agreement, as so amended, the "Original Agreement"); and

WHEREAS, the Parties wish to amend the Original Agreement to, among other things, incorporate IPCo's obligation to pay Five Hundred Million Dollars (US$500,000,000) in......

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