{"id":43723,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-purchase-agreement-yahoo-inc-and-softbank-holdings-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-yahoo-inc-and-softbank-holdings-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-yahoo-inc-and-softbank-holdings-inc.html","title":{"rendered":"Stock Purchase Agreement &#8211; Yahoo! Inc. and Softbank Holdings Inc."},"content":{"rendered":"<pre>\n------------------------------------------------------------------------------\n\n\n                           STOCK PURCHASE AGREEMENT\n                                       \n                                       \n------------------------------------------------------------------------------\n                                       \n                                       \n                                by and between\n                                       \n                                       \n                                       \n                                  YAHOO! INC.\n                                (the \"COMPANY\")\n                                       \n                                       \n                                      and\n                                       \n                                       \n                                       \n                            SOFTBANK HOLDINGS INC.\n                               (the \"PURCHASER\")\n                                       \n                                       \n                                       \n                                       \n                                       \n                                       \n                                       \n                                       \n                                       \n                           Dated as of July 7, 1998\n\n\n\n                                  YAHOO! INC.\n                           STOCK PURCHASE AGREEMENT\n                                       \n     THIS STOCK PURCHASE AGREEMENT is made and entered into as of July 7, 1998,\nby and among YAHOO! INC., a California corporation (the \"COMPANY\"), and\nSOFTBANK Holdings Inc., a Delaware corporation (the \"PURCHASER\").\n\n     THE PARTIES AGREE AS FOLLOWS:\n\n                                   ARTICLE I\n                        AUTHORIZATION AND SALE OF STOCK\n                        -------------------------------\n                                       \n     Section 1.1    AUTHORIZATION OF THE SHARES.  On or before the Closing Date\n(as defined in Section 2.1 below), the Company will have authorized the\nissuance and sale of 1,363,440 shares of Common Stock of the Company, par value\n$0.00067 per share (the \"SHARES\"), pursuant to this Agreement.\n\n     Section 1.2    SALE OF THE SHARES.  Subject to the terms and conditions\nhereof, on the Closing Date the Company will issue and sell to the Purchaser,\nand the Purchaser will purchase from the Company, the Shares at a purchase\nprice of $183.36 per share for a total purchase price of $250,000,358.40.\n\n                                  ARTICLE II\n                            CLOSING DATE; DELIVERY\n                            ----------------------\n\n     Section 2.1    CLOSING DATE.  The consummation of the purchase and sale of\nthe Shares hereunder (the \"CLOSING\") shall be held at the offices of Venture\nLaw Group, A Professional Corporation, 2800 Sand Hill Road, Menlo Park,\nCalifornia 94025 at 10:00 a.m., on July 14, 1998 or at such other time and\nplace as the Company and the Purchaser mutually agree upon in writing\n(the \"CLOSING DATE\").\n\n     Section 2.2    DELIVERY.  At the Closing, the Purchaser shall deliver\npayment of the purchase price for the Shares by check or by wire transfer.\nWithin three (3) days after the Closing Date, the Company shall deliver to the\nPurchaser certificate(s) representing the Shares.\n\n     Section 2.3    CONSUMMATION OF CLOSING.  All acts, deliveries and\nconfirmations comprising the Closing regardless of chronological sequence shall\nbe deemed to occur contemporaneously and simultaneously upon the occurrence of\nthe last act, delivery or confirmation of the Closing and none of such acts,\ndeliveries or confirmations shall be effective unless and until the last of\nsame shall have occurred.\n\n                                  ARTICLE III\n                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY\n                 ---------------------------------------------\n\n     The Company hereby represents and warrants to the Purchaser, at and as of\nthe date of this Agreement and at and as of the Closing Date, as follows:\n\n\n\n     Section 3.1    ORGANIZATION  The Company is a corporation duly organized,\nvalidly existing and in good standing under the laws of the State of California\nand has all requisite corporate power to own, lease and operate its property\nand to carry on its business as now being conducted and is duly qualified or\nlicensed to do business and is in good standing in each jurisdiction in which\nthe failure to be so qualified or licensed would have a material adverse effect\non the business, assets (including intangible assets), liabilities, condition\n(financial or otherwise), prospects, property or results or operations (a\n\"MATERIAL ADVERSE EFFECT\") of the Company.\n\n     Section 3.2    VALID ISSUANCE OF COMMON STOCK. The Shares, when issued and\npaid for in accordance with this Agreement will be duly authorized, validly\nissued, fully paid, and non-assessable and issued in compliance with all\napplicable federal or state securities laws.\n\n     Section 3.3    AUTHORITY; NO CONFLICT; REQUIRED FILINGS AND CONSENTS.\n\n          (a)  The Company has all requisite corporate power and authority to\nenter into this Agreement and to consummate the transactions contemplated by\nthis Agreement.  The execution and delivery of this Agreement and the\nconsummation of the transactions contemplated by this Agreement have been duly\nauthorized by all necessary corporate action on the part of the Company.  This\nAgreement has been duly executed and delivered by the Company, and constitutes\nthe valid and binding obligation of the Company, enforceable in accordance with\nits terms, except to the extent that enforceability may be limited by\napplicable bankruptcy, reorganization, insolvency, moratorium or other laws\naffecting the enforcement of creditors' rights generally and by general\nprinciples of equity.\n\n          (b)  The execution and delivery by the Company of this Agreement does\nnot, and consummation of the transactions contemplated by this Agreement will\nnot, (i) conflict with, or result in any violation or breach of any provision\nof the Articles of Incorporation or Bylaws of the Company, (ii) result in any\nviolation or breach of, or constitute (with or without notice or lapse of time,\nor both) a default (or give rise to a right of termination, cancellation or\nacceleration of any obligation or loss of any material benefit) under any of\nthe terms, conditions or provisions of any note, bond, mortgage, indenture,\nlease, contract or other agreement, instrument or obligation to which the\nCompany is a party or by which any of its properties or assets may be bound, or\n(iii) conflict or violate any permit, concession, franchise, license, judgment,\norder, decree, statute, law, ordinance, rule or regulation applicable to the\nCompany or any of its properties or assets, except in the case of (ii) and\n(iii) for any such conflicts, violations, defaults, terminations, cancellations\nor accelerations which would not have a Material Adverse Effect on the Company\nand its subsidiaries, taken as a whole.\n\n          (c)  No consent, approval, order or authorization of, or\nregistration, declaration or filing with, any court, administrative agency or\ncommission or other governmental authority or instrumentality (\"GOVERNMENTAL\nENTITY\") is required by or with respect to the Company in connection with the\nexecution and delivery of this Agreement or the consummation of the\ntransactions contemplated hereby, except for (i) such consents, approvals,\norders, authorizations, registrations, declarations and filings as may be\nrequired under applicable federal and state \n\n                                      -2-\n\n\nsecurities laws and the laws of any foreign country, and (iii) such other \nconsents, authorizations, filings, approvals and registrations which, if not \nobtained or made, could be expected to have a Material Adverse Effect on the \nCompany and its subsidiaries, taken as a whole.\n\n     Section 3.4    COMMISSION FILINGS; FINANCIAL STATEMENTS.\n\n          (a)  The Company has filed with the Securities and Exchange\nCommission (the \"COMMISSION\") and made available to the Purchaser or its\nrepresentatives all forms, reports and documents required to be filed by the\nCompany with the Commission since December 31, 1997 (collectively, the \"COMPANY\nCOMMISSION REPORTS\").  The Company Commission Reports (i) at the time filed,\ncomplied in all material respects with the applicable requirements of the\nSecurities Act of 1933, as amended, (the \"SECURITIES ACT\"), and the Securities\nExchange Act of 1934, as amended (the \"EXCHANGE ACT\"), as the case may be, and\n(ii) did not at the time they were filed (or if amended or superseded by a\nfiling prior to the date of this Agreement, then on the date of such filing)\ncontain any untrue statement of a material fact or omit to state a material\nfact required to be stated therein or necessary in order to make the statements\ntherein, in the light of the circumstances under which they were made, not\nmisleading.\n\n          (b)  Each of the financial statements (including, in each case, any\nrelated notes) contained in the Company Commission Reports, including any such\nReport filed after the date of this Agreement until the Closing, complied as to\nform in all material respects with the applicable published rules and\nregulations of the Commission with respect thereto, was prepared in accordance\nwith generally accepted accounting principles applied on a consistent basis\nthroughout the periods involved (except as may be indicated in the notes to\nsuch financial statements or, in the case of unaudited statements, as permitted\nby Form 10-Q of the Commission) and fairly presented the consolidated financial\nposition of the Company and its subsidiaries as at the respective dates and the\nconsolidated results of its operations and cash flows for the periods\nindicated, except that the unaudited interim financial statements were or are\nsubject to normal and recurring year-end adjustments which were not or are not\nexpected to be material in amount.\n\n     Section 3.5    COMPLIANCE WITH LAWS.  The Company has complied with, is\nnot in violation of, and has not received any notices of violation with respect\nto, any federal, state or local statute, law or regulation with respect to the\nconduct of its business, or the ownership or operation of its business,\nincluding but not limited to statutes, laws or regulations relating to the\nprotection of the environment or concerning the handling, storage, disposal or\ndischarge of toxic materials (collectively, \"ENVIRONMENTAL LAWS\"), except for\nfailures to comply or violations which would not have a Material Adverse Effect\non the Company and its subsidiaries, taken as a whole.\n\n     Section 3.6    SHAREHOLDERS CONSENT.  No consent or approval of the\nshareholders of the Company is required or necessary for the Company to enter\ninto this Agreement or to consummate the transactions contemplated hereby and\nthereby.\n\n     Section 3.7    LITIGATION.  Except as otherwise disclosed in the Company\nCommission Reports, (i) there is no private or governmental action, suit,\nproceeding, claim, arbitration or \n\n                                      -3-\n\n\ninvestigation pending before any agency, court or tribunal, foreign or \ndomestic, or, to the knowledge of the Company or any of its subsidiaries, \nthreatened against the Company or any of its properties or any of its \nofficers or directors (in their capacities as such), which, if determined \nadversely to the Company, would have a Material Adverse Effect on the Company \nand its subsidiaries, taken as a whole, and (ii) there is no judgment, decree \nor order against the Company, or, to the knowledge of the Company, any of its \nrespective directors or officers (in their capacities as such) relating to \nthe business of the Company, the presence of which would have Material \nAdverse Effect with respect the Company and its subsidiaries, taken as a \nwhole.\n\n     Section 3.8    INTELLECTUAL PROPERTY.  Except as disclosed in the Company\nCommission Reports, the Company owns or possesses, or can acquire on\ncommercially reasonable terms, adequate licenses or other rights to use all\npatents, trademarks, service marks, trade names, copyrights, technology,\nsoftware, know-how and trade secrets necessary to conduct the business now or\nproposed to be conducted by the Company, and the Company has not received any\nnotice of infringement of or conflict with (and knows of no such infringement\nof or conflict with) asserted rights of others with respect to any patents,\ntrademarks, service marks, trade names, copyrights, technology, know-how or\ntrade secrets that would result in a Material Adverse Effect; and, to the\nCompany's knowledge, the discoveries, inventions, products, services or\nprocesses used in the Company's business do not, infringe or conflict with any\nright or patent of any third party, or any discovery, invention, product or\nprocess which is the subject of a patent application filed by any third party,\nwhich infringement or conflict would result in a Material Adverse Effect.\n\n                                       \n                                  ARTICLE IV\n                REPRESENTATIONS AND WARRANTIES OF THE PURCHASER\n                -----------------------------------------------\n\n     The Purchaser hereby represents and warrants to the Company, at and as of\nthe date of this Agreement and at and as of the Closing, as follows:\n\n     Section 4.1    AUTHORITY.  The Purchaser is a corporation and is duly\norganized, validly existing and in good standing under the laws of the State of\nDelaware.  The Purchaser has now, and will have at the Closing Date, all\nrequisite legal and corporate power to enter into this Agreement, to purchase\nthe Shares hereunder, and to perform its obligations under the terms of this\nAgreement.\n\n     Section 4.2    AUTHORIZATION.  All corporate action on the part of the\nPurchaser necessary for the purchase of the Shares and the performance of the\nPurchaser's obligations hereunder has been taken or will be taken prior to the\nClosing Date.  This Agreement when executed and delivered by the Purchaser will\nconstitute a valid and legally binding obligation of the Purchaser, enforceable\nin accordance with its terms, except as enforcement may be limited by\napplicable bankruptcy laws or other similar laws affecting creditors' rights\ngenerally, and except insofar as the availability of equitable remedies may be\nlimited.\n\n     Section 4.3    PURCHASE ENTIRELY FOR OWN ACCOUNT.  This Agreement is made\nwith the Purchaser in reliance upon the Purchaser's representation to the\nCompany, which by the \n\n                                      -4-\n\n\nPurchaser's execution of this Agreement, the Purchaser hereby confirms, that \nthe Shares to be acquired by the Purchaser will be acquired for investment \nfor the Purchaser's own account, not as a nominee or agent, and not with a \nview to the resale or distribution of any part thereof, and that the \nPurchaser has no present intention of selling, granting any participation in, \nor otherwise distributing the same.  By executing this Agreement, the \nPurchaser further represents that the Purchaser does not presently have any \ncontract, undertaking, agreement or arrangement with any person to sell, \ntransfer or grant participation to such person or to any third person, with \nrespect to any of the Shares.  The Purchaser has not been formed for the \nspecific purpose of acquiring the Shares.\n\n     Section 4.4    INVESTMENT EXPERIENCE.  Purchaser is an \"accredited\ninvestor\" as defined in Rule 501(a) under the Securities Act.  Purchaser is\naware of the Company's business affairs and financial condition and has had\naccess to and has acquired sufficient information about the Company to reach an\ninformed and knowledgeable decision to acquire the Shares.  Purchaser has such\nbusiness and financial experience as is required to give it the capacity to\nprotect its own interests in connection with the purchase of the Shares.\nPurchaser is not a \"broker\" or a \"dealer\" as defined in the Exchange Act.\n\n     Section 4.5    RESTRICTED SECURITIES. The Purchaser understands that the\nShares are characterized as \"restricted securities\" under applicable U.S.\nfederal and state securities laws inasmuch as they are being acquired from the\nCompany in a transaction not involving a public offering and that, pursuant to\nthese laws and applicable regulations, the Purchaser must hold the Shares\nindefinitely unless they are registered with the Securities and Exchange\nCommission and qualified by state authorities, or an exemption from such\nregistration and qualification requirements is available. The Purchaser further\nacknowledges that if an exemption from registration or qualification is\navailable, it may be conditioned on various requirements including, but not\nlimited to, the time and manner of sale, the holding period for the Shares, and\non requirements relating to the Company which are outside of the Purchaser's\ncontrol, and which the Company is under no obligation and may not be able to\nsatisfy.  In this connection, Purchaser represents that it is familiar with SEC\nRule 144, as presently in effect, and understands the resale limitations\nimposed thereby and by the Securities Act.\n\n     Section 4.6    LEGENDS.  The Purchaser understands that the Shares, and\nany securities issued in respect thereof or exchange therefor, may bear one or\nall of the following legends:\n\n               (a)  \"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT\nBEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR\nINVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR\nDISTRIBUTION THEREOF.  NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN\nEFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A\nFORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT\nREQUIRED UNDER THE SECURITIES ACT OF 1933.\"\n\n                                      -5-\n\n\n               (b)  Any legend required by the Blue Sky laws of any state to\nthe extent such laws are applicable to the shares represented by the\ncertificate so legended.\n\n                                   ARTICLE V\n                             CONDITIONS TO CLOSING\n                             ---------------------\n\n     Section 5.1    CONDITIONS TO THE PURCHASER'S OBLIGATIONS.  The obligation\nof the Purchaser to purchase the Shares at the Closing is subject to the\nfulfillment on or prior to the Closing Date of the following conditions:\n\n          (a)  REPRESENTATIONS AND WARRANTIES CORRECT; PERFORMANCE OF\nOBLIGATIONS.  The representations and warranties made by the Company in Article\nIII hereof shall be true and correct when made, and shall be true and correct\non the Closing Date with the same force and effect as if they had been made on\nand as of such date, subject to changes contemplated by this Agreement; and the\nCompany shall have performed all obligations and conditions herein required to\nbe performed or observed by it on or prior to the Closing Date.\n\n          (b)  COMPLIANCE CERTIFICATE.  The President of the Company shall\ndeliver to the Purchaser at the Closing a certificate certifying that the\nconditions specified in Section 5.1(a) have been fulfilled and stating that\nthere shall have been no material adverse change in the business, operations,\nproperties, assets or financial condition of the Company since the date of this\nAgreement.\n\n          (c)  OPINION OF COMPANY'S COUNSEL.  The Purchaser shall have received\nfrom Venture Law Group, A Professional Corporation, counsel to the Company, an\nopinion addressed to the Purchaser, dated the Closing Date, substantially in\nthe form of EXHIBIT A attached hereto.\n\n          (d)  QUALIFICATIONS.  The offer and sale of the Shares to the\nPurchaser pursuant to this Agreement shall be exempt from qualification under\nthe California Corporate Securities Law of 1968, as amended.  All other\nauthorizations, approvals or permits of any other governmental authority that\nare required in connection with the lawful issuance and sale of the Shares\nshall have been duly obtained and shall be effective on and as of the Closing\nDate.\n\n          (e)  REGISTRATION RIGHTS.  The Second Amended and Restated Investor\nRights Agreement dated March 12, 1996 shall have been amended to include the\nShares as Registrable Securities (as defined therein).\n\n     Section 5.2    CONDITIONS TO OBLIGATIONS OF THE COMPANY.  The Company's\nobligation to issue and sell the Shares at the Closing is subject to the\nfulfillment on or prior to the Closing Date of each of the following\nconditions:\n\n          (a)  REPRESENTATIONS AND WARRANTIES CORRECT; PERFORMANCE OF\nOBLIGATIONS.  The representations and warranties of the Purchaser in Article IV\nhereof shall be true and correct when made, and shall be true and correct on\nthe Closing Date with the same force and effect as if they had been made on and\nas of such date; and the Purchaser shall have performed all obligations and\nconditions herein required to be performed by it on or prior to the Closing\nDate.\n\n                                      -6-\n\n\n          (b)  QUALIFICATIONS.  The offer and sale of the Shares to the\nPurchaser pursuant to this Agreement shall be exempt from qualification under\nthe California Corporate Securities Law of 1968, as amended.  All other\nauthorizations, approvals or permits of any other governmental authority that\nare required in connection with the lawful issuance and sale of the Shares\nshall have been duly obtained and shall be effective on and as of the Closing\nDate.\n\n                                  ARTICLE VI\n                                 MISCELLANEOUS\n                                 -------------\n\n     Section 6.1    GOVERNING LAW.  This Agreement shall be governed in all\nrespects by the laws of the State of California.\n\n     Section 6.2    SURVIVAL.  The representations, warranties, covenants and\nagreements made herein shall survive the closing of the transactions\ncontemplated hereby.\n\n     Section 6.3    SUCCESSORS AND ASSIGNS.  Except as otherwise expressly\nprovided herein, the provisions hereof shall inure to the benefit of, and be\nbinding upon, the successors, assigns, heirs, executors and administrators of\nthe parties hereto.\n\n     Section 6.4    ENTIRE AGREEMENT; AMENDMENT.  This Agreement and the other\ndocuments delivered pursuant hereto constitute the full and entire\nunderstanding and agreement among the parties with regard to the subjects\nhereof and thereof.  Any term of this Agreement may be amended and the\nobservance of any term of this Agreement may be waived (either generally or in\na particular instance and either retroactively or prospectively), only with the\nwritten consent of the Company and the Purchaser.\n\n     Section 6.5    NOTICES AND OTHER COMMUNICATIONS.  Every notice or other\ncommunication required or contemplated by this Agreement by either party shall\nbe delivered either by (i) personal delivery, (ii) postage prepaid return\nreceipt requested registered or certified mail or the equivalent of registered\nor certified mail under the laws of the country where mailed, (iii) nationally\nrecognized overnight courier, such as Federal Express or UPS, or (iv) facsimile\nwith a confirmation copy sent simultaneously by postage prepaid, return receipt\nrequested, registered or certified mail, in each case addressed to the Company\nor the Purchaser as the case may be at the following address:\n\n     To the Company:     Yahoo! Inc.\n                         3420 Central Expressway\n                         Santa Clara, CA 95051\n                         Attn:  Timothy Koogle\n                         Facsimile:  (408) 731-3301\n\n                                      -7-\n\n     \n     With a copy at the same address to the attention of the General Counsel\n     and Secretary, and a copy to:\n     \n                         Venture Law Group\n                         A Professional Corporation\n                         2800 Sand Hill Road\n                         Menlo Park, California  94025\n                         Attn.:  James L. Brock\n                         Facsimile:  (415) 233-8386\n\n     To the Purchaser:   SOFTBANK Holdings Inc.\n                         10 Langley Road, Suite 403\n                         Newton Center, MA  02159\n                         Attn: Ronald D. Fisher\n                         Facsimile: (617) 928-9301\n     \n     \n     With a copy to:     Sullivan &amp; Cromwell\n                         125 Broad Street\n                         New York, NY  10004\n                         Attn: Stephen A. Grant\n                         Facsimile: (212) 558-3588\n\nor at such other address as the intended recipient previously shall have\ndesignated by written notice to the other party (with copies to counsel as may\nbe indicated on the signature page).  Notice by registered or certified mail\nshall be effective on the date it is officially recorded as delivered to the\nintended recipient by return receipt or equivalent, and in the absence of such\nrecord of delivery, the effective date shall be presumed to have been the fifth\n(5th) business day after it was deposited in the mail.  All notices delivered\nin person or sent by courier shall be deemed to have been delivered to and\nreceived by the addressee and shall be effective on the date of personal\ndelivery; notices delivered by facsimile with simultaneous confirmation copy by\nregistered or certified mail shall be deemed delivered to and received by the\naddressee and effective on the date sent.  Notice not given in writing shall be\neffective only if acknowledged in writing by a duly authorized representative\nof the party to whom it was given.\n\n     Section 6.6    DELAYS OR OMISSIONS.  No delay or omission to exercise any\nright, power or remedy accruing to any holder of any Shares, upon any breach or\ndefault of the Company under this Agreement, shall impair any such right, power\nor remedy of such holder nor shall it be construed to be a waiver of any such\nbreach or default, or an acquiescence therein, or of or in any similar breach\nor default thereafter occurring; nor shall any waiver of any single breach or\ndefault be deemed a waiver of any other breach or default theretofore or\nthereafter occurring.  Any waiver, permit, consent or approval of any kind or\ncharacter on the part of any holder of any breach or default under this\nAgreement, or any waiver on the part of any holder of any provisions or\nconditions of this Agreement, must be in writing and shall be effective only to\nthe extent \n\n                                      -8-\n\n\nspecifically set forth in such writing.  All remedies either under\nthis Agreement, or by law or otherwise afforded to any holder, shall be\ncumulative and not alternative.\n\n     Section 6.7    SEPARABILITY OF AGREEMENTS; SEVERABILITY OF THIS AGREEMENT.\nIn case any provision of this Agreement shall be invalid, illegal or \nunenforceable, the validity, legality and enforceability of the remaining\nprovisions shall not in any way be affected or impaired thereby.\n\n     Section 6.8    FINDER'S FEES.\n\n          (a)  The Company (i) represents and warrants that it has retained no\nfinder or broker in connection with the transactions contemplated by this\nAgreement and (ii) hereby agrees to indemnify and to hold the Purchaser\nharmless of and from any liability for commission or compensation in the nature\nof a finder's fee to any broker or other person or firm (and the costs and\nexpenses of defending against such liability or asserted liability) for which\nthe Company, or any of its employees or representatives, is responsible.\n\n          (b)  The Purchaser (i) represents and warrants that it has retained\nno finder or broker in connection with the transactions contemplated by this\nAgreement and (ii) hereby agrees to indemnify and to hold the Company harmless\nof and from any liability for any commission or compensation in the nature of a\nfinder's fee to any broker or other person or firm (and the costs and expenses\nof defending against such liability or asserted liability) for which the\nPurchaser, or any of its employees or representatives, is responsible.\n\n     Section 6.9    CALIFORNIA CORPORATE SECURITIES LAW.  THE SALE OF THE\nSECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH\nTHE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, AND THE ISSUANCE\nOF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION\nTHEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES\nIS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE\nCALIFORNIA CORPORATIONS CODE.  THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE\nEXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE\nIS SO EXEMPT.\n\n     Section 6.10   COUNTERPARTS.  This Agreement may be executed in any number\nof counterparts, each of which shall be an original, but all of which together\nshall constitute one instrument.  Execution and delivery of this Agreement by\nexchange of facsimile copies bearing the facsimile signature of a party hereto\nshall constitute a valid and binding execution and delivery of this Agreement\nby such party.  Such facsimile copies shall constitute enforceable original\ndocuments.\n\n     Section 6.11   ATTORNEYS' FEES.  If any action or proceeding shall be\ncommenced to enforce this Agreement or any right arising in connection with\nthis Agreement, the prevailing party in such action or proceeding shall be\nentitled to recover from the other party, the reasonable attorneys' fees, costs\nand expenses incurred by such prevailing party in connection with such action\nor proceeding or negotiation to avoid such action or proceeding.\n\n                                      -9-\n\n\n     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day\nand year set forth in the heading hereof.\n\n                                   YAHOO! INC.\n                                   \n                                   \n                                   By:  \/s\/ TIMOTHY KOOGLE\n                                        -------------------------------\n                                        Timothy Koogle, President &amp; CEO\n\n\n\n                                   SOFTBANK HOLDINGS INC.\n                                   \n                                   \n                                   By:  \/s\/  RONALD D. FISHER\n                                        -------------------------------\n                                        Ronald D. Fisher, Vice Chairman\n\n\n                                      -10-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9377],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9622,9627],"class_list":["post-43723","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-yahoo-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43723","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=43723"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43723"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43723"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43723"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}