{"id":42959,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/voting-agreement-with-overture.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"voting-agreement-with-overture","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/voting-agreement-with-overture.html","title":{"rendered":"Voting Agreement with Overture"},"content":{"rendered":"
VOTING AGREEMENT<\/u><\/b><\/p>\n\n\n\n
THIS VOTING\nAGREEMENT (this \u0093Agreement<\/b>\u0094), is\nentered into as of July 14, 2003, by and among Yahoo! Inc., a Delaware\ncorporation (\u0093Parent<\/b>\u0094), July 2003\nMerger Corp., a Delaware corporation and wholly owned subsidiary of Parent (\u0093Merger Sub<\/b>\u0094), and the undersigned\nstockholder (\u0093Stockholder<\/b>\u0094) of\nOverture Services, Inc., a Delaware corporation (the \u0093Company<\/b>\u0094).<\/p>\n\n\n\n
WITNESSETH<\/u>:<\/b><\/p>\n\n
WHEREAS,\nconcurrently with the execution of this Agreement, Parent, Merger Sub and the\nCompany are entering into an Agreement and Plan of Merger of even date herewith\n(the \u0093Merger Agreement<\/b>\u0094), pursuant\nto which the parties thereto have agreed, upon the terms and subject to the\nconditions set forth therein, to merge Merger Sub with and into the Company or,\nalternatively, merge the Company with and into Merger Sub (the \u0093Merger<\/b>\u0094); and<\/p>\n\n\n\n
WHEREAS, as of\nthe date hereof, Stockholder is the Beneficial Owner (as defined hereinafter)\nof Existing Shares (as defined hereinafter) of the common stock, $0.0001 par\nvalue, of the Company (the \u0093Company Common\nStock<\/b>\u0094); and<\/p>\n\n\n\n
WHEREAS, as an\ninducement and a condition to entering into the Merger Agreement, Parent has\nrequested that Stockholder enter into this Agreement.<\/p>\n\n\n\n
NOW,\nTHEREFORE, in consideration of the foregoing and the mutual promises,\nrepresentations, warranties, covenants and agreements contained herein, the\nparties hereto, intending to be legally bound hereby, agree as follows:<\/p>\n\n\n\n
Section\n1.    Certain Definitions<\/u>.  In addition to the terms defined elsewhere\nherein, capitalized terms used and not defined herein have the respective\nmeanings ascribed to them in the Merger Agreement.  For purposes of this Agreement:<\/p>\n\n
(a)      \u0093Beneficially Own<\/b>\u0094 or \u0093Beneficial Ownership<\/b>\u0094 with respect to any\nsecurities means having \u0093beneficial ownership\u0094 of such securities as determined\npursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended\n(the \u0093Exchange Act<\/b>\u0094), except for\nthose shares of Company Common Stock which Stockholder has the right to acquire\nwithin 60 days.<\/p>\n\n
(b)      \u0093Existing Shares<\/b>\u0094 means shares of the\nCompany Common Stock Beneficially Owned by Stockholder as of the date hereof.<\/p>\n\n\n
(c)      \u0093Securities<\/b>\u0094 means the Existing Shares\ntogether with any shares of the Company Common Stock or other securities of the\nCompany acquired by Stockholder in any capacity after the date hereof and prior\nto the termination of this Agreement whether upon the exercise of options,\nwarrants or rights, the conversion or exchange of convertible or exchangeable\nsecurities, or by means of purchase, dividend, distribution, split-up,\nrecapitalization, combination, exchange of shares or the like, gift, bequest,\ninheritance or as a successor in interest in any capacity or otherwise.<\/p>\n\n
Section\n2.   Representations And Warranties\nof Stockholder<\/u>.  Stockholder\nrepresents and warrants to Parent and Merger Sub as follows:<\/p>\n\n
(a)      Ownership\nof Shares<\/u>.  As of the date hereof\nand at all times prior to the termination of this Agreement, Stockholder is\n(and will be, unless any Existing Shares are transferred pursuant to Section\n5(a) hereof or any Stockholder Options are exercised) the Beneficial Owner of\nthe Existing Shares and Company Options to purchase shares of Company Common\nStock (the \u0093Stockholder Options<\/b>\u0094)\nset forth on the signature page of this Agreement.  As of the date hereof, Stockholder does not beneficially own any\nsecurities of the Company other than the shares of Company Common Stock (and\nthe associated Company Rights) and Stockholder Options set forth on the\nsignature page of this Agreement.<\/p>\n\n
(b)      Authority<\/u>.  Stockholder has the requisite power to agree\nto all of the matters set forth in this Agreement, in each case with respect to\nall of the Existing Shares with no limitations, qualifications or restrictions\non such power, subject to applicable securities laws and the terms of this\nAgreement.<\/p>\n\n
(c)      Power;\nBinding Agreement<\/u>.  Stockholder has\nthe legal capacity and authority to enter into and perform all of Stockholder\u0092s\nobligations under this Agreement.  This\nAgreement has been duly and validly executed and delivered by Stockholder and\nconstitutes a valid and binding agreement of Stockholder, enforceable against\nStockholder in accordance with its terms except that (i) such enforcement may\nbe subject to applicable bankruptcy, insolvency or other similar laws, now or\nhereafter in effect, affecting creditors\u0092 rights generally, and (ii) the remedy\nof specific performance and injunctive and other forms of equitable relief may\nbe subject to equitable defenses and to the discretion of the court before\nwhich any proceeding therefor may be brought.<\/p>\n\n
(d)      No\nConflicts<\/u>.  Except as contemplated\nby the Merger Agreement, no filing with, and no permit, authorization, consent\nor approval of, any Governmental Entity is necessary for the execution of this\nAgreement by Stockholder and the consummation by Stockholder of the\ntransactions contemplated hereby, none of the execution and delivery of this\nAgreement by Stockholder, the consummation by Stockholder of the transactions\ncontemplated hereby or compliance by Stockholder with any of the provisions\nhereof shall (i) conflict with or result in any breach of any organizational\ndocuments applicable to Stockholder, if applicable, or (ii) violate any order,\nwrit, injunction, decree, judgment, order, statute, rule or regulation <\/p>\n\n\n
2<\/p>\n\n\n
applicable\nto Stockholder or any of Stockholder\u0092s properties or assets, except in the case\nof clause (ii) where such violations, breaches or defaults would not,\nindividually or in the aggregate, materially impair the ability of Stockholder\nto perform this Agreement.<\/p>\n\n
(e)      No\nEncumbrance<\/u>.  Except as permitted by\nthis Agreement, the Existing Shares are now and, at all times during the term\nhereof, and the Securities will be, held by Stockholder, or by a nominee or\ncustodian for the benefit of Stockholder, free and clear of all Liens except\nfor any such Liens arising hereunder or under applicable federal and state\nsecurities laws, other than Liens that are not material to performance of this\nAgreement by Stockholder.<\/p>\n\n
(f)      Community\nProperty<\/u>.  All representations and\nwarranties by Stockholder made herein are qualified in their entirety by the\neffects of applicable community property laws and the laws affecting the rights\nof marital partners generally.<\/p>\n\n
Section\n3.    Representations And Warranties\nof Parent And Merger Sub<\/u>.  Each of\nParent and Merger Sub hereby, jointly and severally, represents and warrants to\nStockholder as follows:<\/p>\n\n
(a)       Power;\nBinding Agreement<\/u>.  Parent and\nMerger Sub each has the corporate power and authority to enter into and perform\nall of its obligations under this Agreement. \nThis Agreement has been duly and validly executed and delivered by each\nof Parent and Merger Sub and constitutes a valid and binding agreement of\nParent and Merger Sub, enforceable against each of Parent and Merger Sub in\naccordance with its terms, except that (i) such enforcement may be subject to\napplicable bankruptcy, insolvency or other similar laws, now or hereafter in\neffect, affecting creditors\u0092 rights generally, and (ii) the remedy of specific\nperformance and injunctive and other forms of equitable relief may be subject\nto equitable defenses and to the discretion of the court before which any\nproceeding therefor may be brought.<\/p>\n\n
(b)      No\nConflicts<\/u>.  Except as contemplated\nby the Merger Agreement, no filing with, and no permit, authorization, consent\nor approval of, any Governmental Entity is necessary for the execution of this\nAgreement by Parent and Merger Sub and the consummation by Parent and Merger\nSub of the transactions contemplated hereby, and none of the execution and\ndelivery of this Agreement by each of Parent and Merger Sub, the consummation\nby each of Parent and Merger Sub of the transactions contemplated hereby or\ncompliance by each of Parent and Merger Sub with any of the provisions hereof\nshall (i) conflict with or result in any breach of any provision of the\nrespective certificates of incorporation or by-laws of Parent and Merger Sub,\nor (ii) violate any order, writ, injunction, decree, statute, rule or\nregulation applicable to Parent, any of its subsidiaries or any of their\nproperties or assets, except in the case of clause (ii) where the failure to\nobtain such permits, authorizations, consents or approvals or to make such\nfilings, or where such violations, breaches or defaults would not, individually\nor in the aggregate, materially impair the ability of Parent or Merger Sub to\nconsummate the transactions contemplated by the Merger Agreement or perform\nthis Agreement.<\/p>\n\n\n
3<\/p>\n\n\n\n
Section\n4.   Disclosure<\/u>.  Stockholder hereby agrees to permit Parent\nto publish and disclose in the Registration Statement and the Prospectus\/Proxy\nStatement (including all documents and schedules filed with the Securities and\nExchange Commission), and in any press release or other disclosure document in\nwhich Parent reasonably determines in its good faith judgment that such\ndisclosure is required by law, including the rules and regulations of the\nSecurities and Exchange Commission, or appropriate, in connection with the\nMerger and any transactions related thereto, Stockholder\u0092s identity and\nownership of the Company Common Stock and the nature of Stockholder\u0092s\ncommitments, arrangements and understandings under this Agreement.<\/p>\n\n
Section\n5.   Transfer And Other Restrictions<\/u>.  Prior to the termination of this Agreement,\nStockholder agrees not to, directly or indirectly:<\/p>\n\n
(a)      except\npursuant to the terms of the Merger Agreement or pursuant to the terms of a\ntrading plan adopted pursuant to Rule 10b5-1 under the Exchange Act in effect\nprior to the date hereof, offer for sale, sell, transfer, tender, pledge,\nencumber, assign or otherwise dispose of, or enter into any contract, option or\nother arrangement or understanding with respect to or consent to the offer for\nsale, sale, transfer, tender, pledge, encumbrance, assignment or other\ndisposition of any or all of the Securities or any interest therein, (i) except\nas provided in Section 6 hereof or (ii) unless each person to which any of such\nSecurities, or any interest in any of such Securities, is or may be transferred\nshall have:  (A) executed a counterpart\nof this Agreement and a proxy in the form attached hereto as Annex I <\/b>and (B) agreed in writing to hold\nsuch Securities (or interest in such Securities) subject to all of the terms\nand provisions of this Agreement;<\/p>\n\n
(b)      grant any\nproxy, power of attorney, deposit any of the Securities into a voting trust or\nenter into a voting agreement or arrangement with respect to the Securities\nexcept as provided in this Agreement; or<\/p>\n\n
(c)      take any\nother action for the purpose of making any representation or warranty of\nStockholder contained herein untrue or incorrect or of preventing or disabling\nStockholder from performing its obligations under this Agreement.<\/p>\n\n
Section\n6.   Voting of the Company Common\nStock<\/u>.  Stockholder hereby agrees\nthat, during the period commencing on the date hereof and continuing until the\nfirst to occur of (a) the Effective Time or (b) termination of this Agreement\nin accordance with its terms, at any meeting (whether annual or special and\nwhether or not an adjourned or postponed meeting) of the holders of the Company\nCommon Stock, however called, or in connection with any written consent of the\nholders of the Company Common Stock, Stockholder (in his or her capacity as\nsuch) will, provided that Stockholder has received written notice from Parent\nwithin a reasonable period of time prior to any such meeting that Parent is\nunable to vote the Securities subject to the irrevocable proxy in the form\nattached hereto as Annex I<\/b> (the \u0093Proxy<\/b>\u0094) at the meeting, appear at <\/p>\n\n
4<\/p>\n\n\n\n\n\n
the meeting or otherwise\ncause the Securities to be counted as present thereat for purposes of\nestablishing a quorum and vote or consent (or cause to be voted or consented)\nthe Securities:<\/p>\n\n
(A)       in favor of the adoption of the Merger Agreement and the\napproval of other actions contemplated by the Merger Agreement and any actions\nrequired in furtherance thereof;<\/p>\n\n
(B)      against approval of any proposal made in opposition to, or in\ncompetition with, the Merger Agreement or the consummation of the Merger; and<\/p>\n\n
(C)      against any other action that is intended, or could\nreasonably be expected to, impede, interfere with, delay, postpone, discourage\nor adversely affect the Merger or any of the other transactions contemplated by\nthe Merger Agreement.<\/p>\n\n
Stockholder may not enter into any agreement\nor understanding with any person the effect of which would be inconsistent with\nor violative of any provision contained in this Section 6.  Notwithstanding any provision of this\nAgreement to the contrary, nothing in this Agreement shall limit or restrict Stockholder\nfrom acting in Stockholder\u0092s capacity as a director of the Company (it being\nunderstood that this Agreement shall apply to Stockholder solely in\nStockholder\u0092s capacity as a stockholder of the Company) or voting in\nStockholder\u0092s sole discretion on any matter other than those matters referred\nto in subsections (A), (B) and (C) above.<\/p>\n\n\n\n
Section\n7.   Irrevocable Proxy<\/u>.  Concurrently with the execution of this\nAgreement, Stockholder agrees to deliver to Parent the Proxy, which shall be\nirrevocable to the fullest extent permitted by applicable law, with respect to\nthe Securities.<\/p>\n\n
Section\n8.   Stop Transfer; Legending of\nShares<\/u>.<\/p>\n\n
(a)      Stockholder\nagrees with, and covenants to, Parent that Stockholder will not request that\nthe Company register the transfer (book-entry or otherwise) of any certificate\nor uncertificated interest representing any of the Securities, unless such\ntransfer is made in compliance with this Agreement.<\/p>\n\n
(b)      In the event\nof a stock dividend or distribution, or any change in the Company Common Stock\nby reason of any stock dividend, split-up, recapitalization, combination,\nexchange of share or the like other than pursuant to the Merger, the term\n\u0093Existing Shares\u0094 will be deemed to refer to and include the shares of the\nCompany Common Stock as well as all such stock dividends and distributions and\nany shares into which or for which any or all of the Existing Shares may be\nchanged or exchanged and appropriate adjustments shall be made to the terms and\nprovisions of this Agreement.<\/p>\n\n\n
5<\/p>\n\n\n\n\n\n\n
(c)      Subject to\nthe terms of  Section 5 hereof,\nStockholder hereby agrees that Stockholder shall not transfer the Securities\nwithout first having a legend affixed to the certificates representing the\nSecurities stating that they are subject to this Agreement and to an\nirrevocable proxy.<\/p>\n\n
Section\n9.   Termination<\/u>.  This Agreement shall terminate on the\nearliest of (a) termination of the Merger Agreement, (b) the agreement of the\nparties hereto to terminate this Agreement, and (c) the Effective Time.<\/p>\n\n
Section\n10.   Miscellaneous<\/u>.<\/p>\n\n
(a)      Entire\nAgreement<\/u>.  This Agreement\n(including the documents and instruments referred to herein) constitutes the\nentire agreement and supersedes all other prior agreements and understandings,\nboth written and oral, among the parties, or any of them, with respect to the\nsubject matter hereof.<\/p>\n\n
(b)      Successors\nand Assigns<\/u>.  This Agreement shall\nnot be assigned by operation of law or otherwise without the prior written\nconsent of the other parties hereto. \n\nThis Agreement shall be binding upon, inure to the benefit of and be\nenforceable by each party and such party\u0092s respective heirs, beneficiaries,\nexecutors, representatives and permitted assigns.<\/p>\n\n
(c)      Amendment\nand Modification<\/u>.  This Agreement\nmay not be amended, altered, supplemented or otherwise modified or terminated\nexcept upon the execution and delivery of a written agreement executed by the\nparties hereto.<\/p>\n\n
(d)      Notices<\/u>.  All notices and other communications\nhereunder shall be in writing and shall be deemed given if delivered personally\nor by commercial delivery service, or sent via telecopy (receipt confirmed) to\nthe parties at the following addresses or telecopy numbers (or at such other\naddress or telecopy numbers for a party as shall be specified by like notice):<\/p>\n\n\n\n<\/pre>\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n
(i)<\/p>\n<\/td>\n
\n
if to Parent
\n  or Merger Sub, to:<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
Yahoo! Inc.<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
701 First
\n  Avenue<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
Sunnyvale,
\n  California  94089<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
Attention:  Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
Telephone
\n  No.:<\/p>\n<\/td>\n
\n
(408)
\n  349-3300<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
Facsimile
\n  No.:<\/p>\n<\/td>\n
\n
(408)
\n  349-7721<\/p>\n<\/td>\n<\/tr>\n<\/table>\n
6<\/p>\n
\n
\n<\/div>\n

<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n
with a copy
\n  at the same address to the attention of the General Counsel and Secretary and
\n  with a copy to:<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
Skadden,
\n  Arps, Slate, Meagher & Flom LLP<\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
525
\n  University Avenue, Suite 1100<\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
Palo Alto,
\n  California  94301<\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
Attention:  <\/p>\n<\/td>\n
\n
Kenton J.
\n  King<\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n
Celeste E.
\n  Greene<\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
Telephone:<\/p>\n<\/td>\n
\n
(650)
\n  470-4500<\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
Telecopy
\n  No.:<\/p>\n<\/td>\n
\n
(650)
\n  470-4570<\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n
\n<\/td>\n
\n
(ii)<\/p>\n<\/td>\n
\n
If to
\n  Stockholder, to the address set forth on the signature page hereto, with a
\n  copy to:<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
Wilson
\n  Sonsini Goodrich & Rosati<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
Professional
\n  Corporation<\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
650 Page
\n  Mill Road<\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
Palo Alto,
\n  California  94304-1050<\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
Attention:<\/p>\n<\/td>\n
\n
Martin W.
\n  Korman<\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n
Bradley L.
\n  Finkelstein<\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
Telephone:<\/p>\n<\/td>\n
\n
(650)
\n  493-9300<\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
Telecopy
\n  No.:<\/p>\n<\/td>\n
\n
(650)
\n  493-6811<\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/table>\n
(e)      Severability<\/u>.  In the event that any provision of this
\nAgreement or the application thereof, becomes or is declared by a court of
\ncompetent jurisdiction to be illegal, void or unenforceable, the remainder of
\nthis Agreement will continue in full force and effect and the application of
\nsuch provision to other persons or circumstances will be interpreted so as
\nreasonably to effect the intent of the parties hereto. The parties further
\nagree to replace such void or unenforceable provision of this Agreement with a
\nvalid and enforceable provision that will achieve, to the extent possible, the
\neconomic, business and other purposes of such void or unenforceable provision.<\/p>\n
(f)      Other
\nRemedies; Specific Performance<\/u>.
\nExcept as otherwise provided herein, any and all remedies herein
\nexpressly conferred upon a party will be deemed cumulative with and not
\nexclusive of any other remedy conferred hereby, or by law or equity upon such
\nparty, and the exercise by a party of any one remedy will not preclude the
\nexercise of any other remedy. The parties hereto agree that irreparable damage
\nwould occur in the event that any of the provisions of this Agreement were not
\nperformed in accordance with their specific terms or were otherwise breached.
\nIt is accordingly agreed that the parties shall be entitled to seek an
\ninjunction or injunctions to prevent breaches of this Agreement and to enforce
\nspecifically the terms and provisions hereof in any court of the United States
\nor any state having jurisdiction, this being in addition to any other remedy to
\nwhich they are entitled at law or in equity.<\/p>\n
(g)      No Waiver;
\nRemedies Cumulative<\/u>.  No failure or
\ndelay on the part of any party hereto in the exercise of any right hereunder
\nwill impair such right or be construed <\/p>\n
7<\/p>\n

<\/p>\n
to be a
\nwaiver of, or acquiescence in, any breach of any representation, warranty or
\nagreement herein, nor will any single or partial exercise of any such right
\npreclude other or further exercise thereof or of any other right. All rights
\nand remedies existing under this Agreement are cumulative to, and not exclusive
\nto, and not exclusive of, any rights or remedies otherwise available.<\/p>\n
(h)      No
\nSurvival<\/u>.  None of the
\nrepresentations, warranties, covenants and agreements made in this Agreement
\nshall survive the termination of the Agreement in accordance with its terms,
\nexcept for the agreements in this Section 10.<\/p>\n
(i)      No Third
\nParty Beneficiaries<\/u>.  This Agreement
\nis not intended to confer upon any person other than the parties hereto any
\nrights or remedies hereunder.<\/p>\n
(j)      Governing
\nLaw and Venue<\/u>.  This Agreement shall
\nbe governed and construed in accordance with the laws of the State of Delaware,
\nwithout giving effect to the principles of conflict of law thereof.  In addition, each of the parties hereto (a)
\nconsents to submit itself to the personal jurisdiction of any Delaware state
\ncourt in the event any dispute arises out of this Agreement, (b) agrees that it
\nwill not attempt to deny or defeat such personal jurisdiction by motion or
\nother request for leave from any such court and (c) agrees that it will not
\nbring any action relating to this Agreement in any court other than a state
\ncourt sitting in the State of Delaware.<\/p>\n
(k)      Descriptive
\nHeading<\/u>.  The descriptive headings
\nused herein are for reference purposes only and will not affect in any way the
\nmeaning or interpretation of this Agreement.<\/p>\n
(l)      Expenses<\/u>.  All costs and expenses incurred in
\nconnection with this Agreement and the transactions contemplated hereby shall
\nbe paid by the party incurring such expenses.<\/p>\n
(m)      Counterparts<\/u>.  This Agreement may be executed in one or
\nmore counterparts, and by facsimile, all of which shall be considered one and
\nthe same agreement and shall become effective when one or more counterparts
\nhave been signed by each of the parties and delivered to the other party, it
\nbeing understood that all parties need not sign the same counterpart.<\/p>\n
* * * * * *<\/p>\n
8<\/p>\n
\n
\n<\/div>\n
IN WITNESS WHEREOF, Parent, Merger Sub and
\nStockholder have caused this Agreement to be duly executed as of the day and
\nyear first written above.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n
YAHOO! INC.<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
By:<\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n
Name:<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n
Title:<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
JULY 2003
\n  MERGER CORP.<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
By:<\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n
Name:<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n
Title:<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
By:<\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n
Name:<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
Shares
\n  beneficially owned:<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
___________
\n  shares of Company Common Stock (and associated Company Rights)<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
___________
\n  shares of Company Common Stock issuable upon exercise of Company Options<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n
Address:<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n<\/tr>\n<\/table>\n
9<\/p>\n
\n
\n<\/div>\n

<\/p>\n
ANNEX I<\/b><\/p>\n
IRREVOCABLE PROXY<\/b><\/p>\n
The
\nundersigned Stockholder of Overture Services, Inc., a Delaware corporation (the
\n\u0093Company<\/b>\u0094), hereby irrevocably (to
\nthe fullest extent permitted by applicable law) appoints Jonathan K. Sobel
\nand Susan L. Decker and each of them individually, as the sole and
\nexclusive attorneys and proxies of the undersigned, with full power of
\nsubstitution and re-substitution, to the full extent of the undersigned\u0092s
\nright, with respect to the Securities (as defined in the Voting Agreement dated
\nas of the date hereof (the \u0093Voting Agreement<\/b>\u0094)
\nbetween Yahoo! Inc., a Delaware corporation (\u0093Parent<\/b>\u0094),
\nJuly 2003 Merger Corp., a Delaware corporation and the undersigned Stockholder
\nof the Company) until the termination of the Voting Agreement pursuant to its
\nterms.  Capitalized terms used and not
\ndefined herein have the respective meanings ascribed to them in the Voting
\nAgreement. Upon the execution hereof, all prior proxies given by the
\nundersigned with respect to the matters set forth in clauses (A), (B) and (C)
\nbelow are hereby revoked and no subsequent proxies will be given.<\/p>\n
This proxy is irrevocable to the fullest extent permitted by
\napplicable law, is granted pursuant to the Voting Agreement and is granted in
\nconsideration of Parent entering into the Merger Agreement.  This proxy is executed and intended to be
\nirrevocable to the fullest extent permitted by law in accordance with the
\nprovisions of Section 212(c) of the Delaware General Corporation Law.  The attorneys and proxies named above are
\nempowered to exercise all voting rights (including, without limitation, the
\npower to execute and deliver written consents with respect to the Securities)
\nof the undersigned at any time prior to termination of the Voting Agreement at
\nevery annual, special or adjourned meeting of the stockholders of the Company
\nand in every written consent in lieu of such meeting as follows:<\/p>\n
(A)      in favor of the adoption of the Merger Agreement and the
\napproval of other actions contemplated by the Merger Agreement  and any actions required in furtherance thereof;
\nand<\/p>\n
(B)      against approval of any proposal made in opposition to, or in
\ncompetition with, the Merger Agreement or the consummation of the Merger; and<\/p>\n
(C)      against any other action that is intended, or could
\nreasonably be expected to, impede, interfere with, delay, postpone, discourage
\nor adversely affect the Merger or any of the other transactions contemplated by
\nthe Merger Agreement.<\/p>\n
The
\nattorneys and proxies named above may not exercise this Proxy on any other
\nmatter except as provided in clauses (A), (B) and (C) above.  The undersigned Stockholder may vote the
\nSecurities on all other matters.<\/p>\n
10<\/p>\n
Any obligation of the undersigned
\nhereunder shall be binding upon the successors and assigns of the undersigned.<\/p>\n
This Proxy is
\ncoupled with an interest and is irrevocable to the fullest extent permitted by
\nlaw.<\/p>\n\n\n\n\n\n\n\n
\n
Dated: July
\n  14, 2003<\/p>\n<\/td>\n
\n<\/td>\n\n
Signature of
\n  Stockholder:<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n
Print Name
\n  of Stockholder:<\/p>\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n<\/table>\n
11<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8435,9377],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9617],"class_list":["post-42959","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-overture-services-inc","corporate_contracts_companies-yahoo-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42959","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42959"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42959"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42959"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42959"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}