exv4w2



 





EXHIBIT
4.2




REGISTRATION RIGHTS AGREEMENT 




     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of July 11, 2007,
and is among Yahoo! Inc., a Delaware corporation (the “Parent”) and each of the
stockholders of Right Media Inc., a Delaware corporation (the “Company”) executing and
delivering a signature page hereto (the “Stockholders”).



BACKGROUND




     WHEREAS, pursuant to the Amended and Restated Agreement and Plan of Merger and Reorganization,
dated as of May 30, 2007, among Parent, the Company, Roundhouse Acquisition Corp., and Christopher
Moore, as the Stockholder Representative (the “Merger Agreement”), the Stockholders will
receive shares of Common Stock (as defined below) of Parent.



     WHEREAS, Parent desires to provide to the Stockholders rights to registration under the
Securities Act (as defined below) of Registrable Securities (as defined below), on the terms and
subject to the conditions set forth herein.



     WHEREAS, this Agreement shall be effective upon the Effective Time (as defined in the Merger
Agreement.)



ARTICLE 1




DEFINITIONS




     1.1 Certain Definitions. As used herein, the terms below shall have the following
meanings:



     “Closing Date” shall have the meaning set forth in the Merger Agreement.



     “Common Stock” means the shares of common stock, par value $.001 per share, of Parent.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the SEC promulgated under such Act.



     “Parent” shall have the meaning set forth in the preamble and shall also include
Parent’s successors.



     “Prospectus” shall mean the prospectus included in the Shelf Registration Statement
and any such Prospectus as amended or supplemented by any prospectus supplement with respect to the
terms of the offering of any portion of the Registrable Securities and by all other amendments and
supplements to such Prospectus, including post-effective amendments, and in each case including all
material incorporated by reference therein.



     “Registrable Securities” shall mean all shares of Common Stock of Parent received by
the Stockholders pursuant to the Merger Agreement (including any shares that may continue to have
vesting or other similar restrictions following consummation of the Merger), and any



 









 







Common Stock which may be issued or distributed in respect thereof by way of stock dividend or
stock split or other distribution, recapitalization or reclassification. Any particular
Registrable Securities that are issued shall cease to be Registrable Securities when (i) a
registration statement with respect to the sale by the Stockholders of such securities shall have
become effective under the Securities Act and such securities shall have been disposed of in
accordance with such registration statement, (ii) such securities shall have been sold by the
holders thereof pursuant to Rule 144 and/or Rule 145 (or any successor provision) under the
Securities Act, (iii) such securities shall have been otherwise transferred, new certificates for
such securities not bearing a legend restricting further transfer shall have been delivered by
Parent and subsequent disposition of such securities shall not require registration or
qualification of such securities under the Securities Act, or (iv) such securities shall have
ceased to be outstanding.



     “SEC” means the United States Securities and Exchange Commission or any successor
agency.



     “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated under such Act.



     “Stockholder Representative” shall have the meaning set forth in the Merger Agreement.



ARTICLE 2




REGISTRATION RIGHTS




     2.1 Shelf Registration Rights.



     (a) Filing. Subject to Section 2.1(c) and except as provided below, the Company shall
file with the SEC, no later than 15 Business Days after the later of (x) the Closing Date and (y)
such date as Parent receives a true and complete list of the Stockholders, their respective
holdings of Parent Common Stock, and all other information regarding the Stockholders necessary to
complete the disclosures required to be included therein, a registration statement covering the
resale of the Registrable Securities held by the Stockholders for offerings to be made on a delayed
or continuous basis pursuant to Rule 415 of the Securities Act (together with any amendments
thereto, and including any documents incorporated by reference therein, the “Shelf Registration
Statement”); provided, however, that notwithstanding anything in this Section 2.1(a) or Section
2.1(c) to the contrary, in no event shall Parent be required to file the Shelf Registration
Statement during Parent’s standard blackout period in respect of quarterly or annual earnings. In
the event of such a blackout period, and if the conditions set forth above have been satisfied
prior to the end of such applicable blackout period, then Parent shall file the Shelf Registration
Statement as soon as practicable but in no event later than 10 Business Days after the expiration
of such blackout period.



     (b) Effective Shelf Registration Statement. Parent shall use its reasonable best
efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act
and to keep the Shelf Registration Statement continuously effective under the Securities Act for a
period of one year following its being declared effective (the “Effectiveness Termination
Date”), subject to the provisions of this Agreement. Without limiting the foregoing, Parent’s
obligation to keep the Shelf Registration Statement effective for any particular Stockholder shall
cease upon



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such time as Rule 144 and/or Rule 145 or another similar exemption under the Securities Act is
available for such Stockholder’s sales during a three-month period without registration.



     (c) Postponement of Shelf Registration. Parent will be entitled to, on one occasion,
postpone the filing of the Shelf Registration Statement required pursuant to Section 2.1,
for a reasonable period of time not in excess of 60 calendar days (the “Blackout Period”)
if Parent furnishes to the Stockholder Representative a certificate signed by the Chief Executive
Officer, General Counsel or Chief Financial Officer of Parent stating that, in the good faith
exercise of his judgment, such registration and offering would be reasonably likely to materially
interfere with a bona fide business or financing transaction of Parent, would require premature
disclosure of information (the premature disclosure of which could adversely affect Parent ) or
would otherwise be seriously detrimental to Parent. If Parent postpones the filing of the Shelf
Registration Statement, it will promptly notify the Stockholder Representative in writing when the
events or circumstances permitting such postponement have ended and will file the Shelf
Registration Statement as soon as practicable but in no event later than 10 Business Days after the
events or circumstances permitting such postponement have ended.



     2.2 Suspension of Shelf Registration. If Parent at any time during a period the Shelf
Registration Statement is effective determines in good faith judgment that the ongoing registration
would be reasonably likely to materially interfere with a bona fide business or financing
transaction of Parent, would require premature disclosure of information (the premature disclosure
of which could adversely affect Parent) or would otherwise be detrimental to Parent, Parent may
suspend sales of securities pursuant to the registration for a period of not more than 60 days (a
“Permitted Interruption”) and agrees to (i) furnish to each Stockholder a certificate
signed by the Chief Executive Officer, General Counsel or Chief Financial Officer of Parent to that
effect and (ii) notify each Stockholder promptly upon each of the commencement and termination of
each Permitted Interruption. Each Stockholder agrees that, upon any such notice from Parent, it
will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration
Statement until receipt of Parent’s notice as to the termination of the Permitted Interruption.
Parent may suspend sales pursuant to this Section 2.2 no more than two times. Each of the
Stockholders agree to keep the notice of Permitted Interruption and the reasons therefore
confidential, and they shall not disclose such notice or reasons to any person other than its legal
counsel or as required by law.



     2.3 Covenants and Procedures. At such time as Parent is obligated under this
Article 2 to effect and maintain a registration of Registrable Securities on behalf of
Stockholders, then (as applicable to the jurisdictions for which such registration is to be made)
Parent shall:



     (a) furnish to each Stockholder, without charge, as many copies of each Prospectus, and any
amendment or supplement thereto and such other documents as the Stockholder Representative may
reasonably request in order to facilitate the public sale or other disposition of the Registrable
Securities; Parent hereby consents to the use of the Prospectus by each Stockholder of Registrable
Securities in connection with the offering and sale of the Registrable Securities covered by the
Prospectus;



     (b) (i) use all reasonable efforts to register or qualify the Registrable Securities, no later
than the time the applicable Registration Statement becomes effective, under all applicable state
securities or “blue sky” laws of such jurisdictions as the Stockholder Representative shall



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reasonably request; (ii) use all reasonable efforts to keep each such registration or
qualification effective during the period the Shelf Registration Statement is required to be kept
effective; and (iii) do any other acts and things which may be reasonably necessary or advisable to
enable each Stockholder to consummate the disposition in each such jurisdiction of such Registrable
Securities owned by such Stockholder; provided, however, that Parent shall not be
obligated to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in
which it is not so qualified or to consent to be subject to general service of process in any such
jurisdiction;



     (c) notify each Stockholder promptly (i) when the Shelf Registration Statement has become
effective and when any post-effective amendments and supplements thereto become effective if the
Shelf Registration Statement or post-effective amendment is not automatically effective upon filing
pursuant to Rule 462, (ii) of the issuance by the SEC or any state securities authority of any stop
order, injunction or other order or requirement suspending the effectiveness of the Shelf
Registration Statement or the initiation of any proceedings for that purpose, (iii) of any request
by the SEC for amendments or supplements to the Shelf Registration Statement (including the related
Prospectus) or for additional information relating thereto and (iv) if Parent receives any
notification with respect to the suspension of the qualification of the Registrable Securities for
sale in any jurisdiction or the initiation of any proceeding for such purpose;



     (d) use all reasonable efforts to obtain the withdrawal of any order suspending the
effectiveness of the Shelf Registration Statement as promptly as practicable;



     (e) upon request, furnish to each Stockholder, without charge, at least one conformed copy of
the Shelf Registration Statement and any post-effective amendment thereto (without documents
incorporated therein by reference or exhibits thereto, unless requested);



     (f) prepare and file with the SEC post-effective amendments to the Shelf Registration
Statement and such amendments to the Prospectus used in connection therewith as may be necessary to
maintain the effectiveness of such registration or as may be required by the rules, regulations or
instructions applicable to the registration form utilized by Parent or by the Securities Act or the
Exchange Act or the rules and regulations thereunder necessary to keep such registration statement
effective for the period set forth in Section 2.1(b) of this Agreement, and cause the
Prospectus as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to
otherwise comply with the provisions of the Securities Act with respect to the disposition of all
Registrable Securities covered by the Shelf Registration Statement during the effectiveness of the
Shelf Registration Statement; and



     (g) cooperate with the Stockholders and the Stockholder Representative to facilitate the
timely preparation and delivery of certificates representing Registrable Securities to be sold and
not bearing any restrictive legends.



     Each selling Stockholder of Registrable Securities as to which any registration is being
effected pursuant to this Agreement agrees, as a condition to the registration obligations with
respect to such Stockholder provided herein, to furnish to Parent such information regarding such
Stockholder required to be included in the Shelf Registration Statement, the ownership of
Registrable Securities by such Stockholder and the proposed distribution by such Stockholder of
such Registrable Securities as Parent may from time to time request in writing, including, for
purposes of this provision, by email correspondence.



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ARTICLE 3




OTHER AGREEMENTS




     3.1 Expenses. All expenses incurred by Parent in connection with any Registration
Statement covering Registrable Securities offered by Stockholders, including, without limitation,
all registration and filing fees, printing expenses, fees and disbursements of counsel (including
the reasonable fees and disbursements of one counsel for Stockholders) and of the independent
certified public accountants, and the expense of qualifying such shares under state blue sky laws,
shall be borne by Parent, including such expenses of any registration delayed by Parent under
Section 2.1(c) or 2.2. However, any other expenses incurred by Stockholders,
including discounts and commissions and additional legal, accounting and similar expenses, shall be
borne by the Stockholders.



     3.2 Transfer of Rights. Any Stockholder may transfer all or any portion of its rights
under this Agreement to any transferee of Registrable Securities owned by such Stockholder (such
transferee a “Transferee”). Any transfer of registration rights pursuant to this
Section 3.2 shall be effective upon receipt by Parent of (i) written notice from such
Stockholder stating the name and address of any Transferee and identifying the number of
Registrable Securities with respect to which the rights under this Agreement are being transferred
and the nature of the rights so transferred, and (ii) a written agreement from such Transferee to
be bound by the terms of this Agreement.



     3.3 Rule 144. So long as Parent is subject to the requirements of Section 13, 14 or
15(d) of the Exchange Act, Parent covenants that it will take reasonable efforts to file on a
timely basis any reports required to be filed by it under the Securities Act and the Exchange Act
(or, if Parent is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act but is
not required to file such reports, it will, upon the request of any Stockholder, make publicly
available such information) and it will take such further action as the Stockholder Representative
may reasonably request, so as to enable the Stockholders to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions provided by (a) Rule
144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar
rule or regulation hereafter adopted by the SEC. Upon the request of the Stockholder
Representative, Parent will deliver to the Stockholder Representative a written statement as to
whether it has complied with Rule 144 under the Securities Act, as such rule may be amended from
time to time.



     3.4 Stockholder Representative.



     (a) Subject to the limitations set forth herein, the Stockholder Representative is hereby
constituted and appointed as agent for and on behalf of the Stockholders, to give and receive
notices and communications, to agree to, negotiate, enter into settlements and compromises of, and
take legal actions and comply with orders of courts and awards of arbitrators with respect to such
claims, and to take all actions necessary or appropriate in the judgment of the Stockholder
Representative for the accomplishment of the foregoing. No bond shall be required of the
Stockholder Representative, and the Stockholder Representative shall receive no compensation for
services rendered. Notices or communications to or from the Stockholder Representative shall
constitute notice to or from each of the Stockholders.



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     (b) The Stockholder Representative shall not be liable to the other Stockholders for any act
done or omitted hereunder in his capacity as Stockholder Representative, except to the extent it
has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the
advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful
misconduct. The other Stockholders shall severally indemnify the Stockholder Representative and
hold it harmless against any loss, liability or expense incurred without gross negligence or bad
faith on the part of the Stockholder Representative and arising out of or in connection with the
acceptance or administration of the duties hereunder, including any out-of-pocket costs and
expenses and legal fees and other legal costs reasonably incurred by the Stockholder Representative
(“Outstanding Stockholder Representative Expenses”). If not paid directly to the
Stockholder Representative by the Stockholders, such losses, liabilities or expenses may be
recovered by the Stockholder Representative from the Indemnity Escrow Fund (as defined in the
Merger Agreement) that otherwise would be distributed to the Stockholders after giving effect to,
and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant
to Article 9 of the Merger Agreement, and such recovery (if any) of Outstanding Stockholder
Representative Expenses from such Indemnity Escrow Fund will be made from the Stockholders
according to their respective Pro Rata Portion (as defined in the Merger Agreement).



     (c) To the extent the Stockholder Representative is permitted to act on behalf of the
Stockholders under this Agreement, a decision, act, consent or instruction of the Stockholder
Representative shall constitute a decision of all the Stockholders and shall be final, binding and
conclusive upon each of the Stockholders, and Parent may rely upon any decision, act, consent or
instruction of the Stockholder Representative as being the decision, act, consent or instruction of
each of the Stockholders. Parent is hereby relieved from any liability to any person for any acts
done by it in accordance with such decision, act, consent or instruction of the Stockholder
Representative.



     3.5 Indemnification and Contribution.



     (a) To the extent permitted by law, Parent will indemnify and hold harmless each Stockholder,
each of its officers, directors and partners, legal counsel, and accountants and each person
controlling such Stockholder within the meaning of Section 15 of the Securities Act, with respect
to which registration has been effected pursuant to Section 2.1, against all expenses,
claims, losses, damages, and liabilities (or actions, proceedings, or settlements in respect
thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a
material fact contained or incorporated by reference in any preliminary prospectus, final
prospectus, summary prospectus, offering circular, or other document (including any related
registration statement, notification, or the like) incident to any such registration, (ii) any
omission (or alleged omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or (iii) any violation (or alleged
violation) by Parent of the Securities Act, any state securities laws or any rule or regulation
thereunder applicable to Parent and relating to action or inaction required of Parent in connection
with any offering covered by such registration, and Parent will reimburse each such Stockholder,
each of its officers, directors, partners, legal counsel, and accountants and each person
controlling such Stockholder, and each of its officers and directors, for any legal and any other
expenses reasonably incurred in connection with investigating and defending or settling any such
claim, loss, damage, liability, or



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action; provided that Parent will not be liable in any such case to the extent that
any such claim, loss, damage, liability, or action arises out of or is based on any untrue
statement or omission based upon written information furnished to Parent by such Stockholder, any
of such Stockholder’s officers, directors, partners, legal counsel or accountants, any person
controlling such Stockholder, and stated to be specifically for use therein; and provided,
further, that, the obligations of Parent contained in this Section 3.5(a) shall not
apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of Parent (which consent shall not be unreasonably
withheld).



     (b) To the extent permitted by law, each Stockholder will indemnify and hold harmless Parent,
each of its directors, officers, partners, legal counsel, and accountants, each other such
Stockholder, and each of their officers, directors, and partners, and each person controlling such
Stockholder, against all claims, losses, damages and liabilities (or actions, proceedings, or
settlements in respect thereof) arising out of or based on: (i) any untrue statement (or alleged
untrue statement) of a material fact contained or incorporated by reference in any such preliminary
prospectus, final prospectus, summary prospectus, offering circular, or other document (including
any related registration statement, notification, or the like) incident to any such registration,
or (ii) any omission (or alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will reimburse Parent and
such Stockholders, directors, officers, partners, legal counsel, and accountants, persons, or
control persons for any legal or any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability, or action, in each case to the
extent, but only to the extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) is made in such preliminary prospectus, final prospectus, summary
prospectus, offering circular, or other document (including any related registration statement,
notification, or the like) in reliance upon and in conformity with written information furnished to
Parent by such Stockholder and stated to be specifically for use therein; provided,
however, that the obligations of such Stockholder contained in this Section 3.5(b)
shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of such Stockholder (which consent shall not be
unreasonably withheld); and provided, further, that in no event shall any indemnity
under this Section 3.5 exceed the net proceeds from the offering received by such
Stockholder unless such liability arises out of or is based on willful misconduct by such
Stockholder.



     (c) Each party entitled to indemnification under this Section 3.5 (the
“Indemnified Party”) shall give notice to the party required to provide indemnification
(the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of
any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of such claim or any litigation resulting therefrom; provided that counsel for
the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably
withheld), and the Indemnified Party may participate in such defense at such party’s expense; and
provided further that the failure of any Indemnified Party to give notice as provided
herein shall not relieve the Indemnifying Party of its obligations under this Section 3.5,
to the extent such failure is not prejudicial. No Indemnifying Party, in the defense of any such
claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of
any judgment or enter into any settlement that does not include as an unconditional term thereof
the giving by the claimant or



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plaintiff to such Indemnified Party of a release from all liability in respect to such claim
or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim
in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably
required in connection with defense of such claim and litigation resulting therefrom.



     (d) If the indemnification provided for in this Section 3.5 is held by a court of
competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss,
liability, claim, damage, or expense referred to herein, then the Indemnifying Party, in lieu of
indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by
such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such
proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one
hand and of the Indemnified Party on the other in connection with the statements or omissions that
resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable
considerations, provided that, in no event shall any contribution by a Stockholder under
this Section 3.5(d) exceed the net proceeds from the offering received by such Stockholder
unless such liability arises out of or is based on willful misconduct by such Stockholder. The
relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact
or the omission to state a material fact relates to information supplied by the Indemnifying Party
or by the Indemnified Party and the parties’ relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission.



ARTICLE 4




MISCELLANEOUS




     4.1 Notices. All notices, requests, demands and other communications required or
permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex,
fax or air courier guaranteeing delivery:



          If to Parent:





Yahoo! Inc.

701 First Avenue

Sunnyvale, CA 94089

Attn: General Counsel

Facsimile: (408) 349-3301





with a copy to:




Latham & Watkins LLP

140 Scott Drive

Menlo Park, California 94025

Attn: Ora T. Fisher, Esq.

Facsimile: (650) 463-2600



     or to such other person or address as Parent shall furnish to the Stockholders in writing;



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If to the Stockholders or the Stockholder Representative, to the applicable address set forth
in Parent’s records.




with a copy to:




Fish & Richardson, P.C.

Citigroup Center — 52nd Floor

153 East 53rd Street

New York, NY 10022

Attn: Lori S. Hoberman, Esq.

     Kin Gill, Esq.

Facsimile: (212) 258-2291



     or to such other person or address as the Stockholder Representative shall furnish to Parent
in writing.



     All such notices, requests, demands and other communications shall be deemed to have been duly
given: at the time of delivery by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed domestically in the United States (and seven
Business Days if mailed internationally); when answered back, if telexed; when receipt
acknowledged, if telecopied; and on the Business Day for which delivery is guaranteed, if timely
delivered to an air courier guaranteeing such delivery.



     4.2 Section Headings. The article and section headings in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of this Agreement.
References in this Agreement to a designated “Article” or “Section” refer to an Article or Section
of this Agreement unless otherwise specifically indicated.



     4.3 Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware.



     4.4 Submission to Jurisdiction. Service of Process; Consent to Jurisdiction.



          (a) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF ANY
PROCESS, PLEADING, NOTICES OR OTHER PAPERS BY THE MAILING OF COPIES THEREOF BY REGISTERED,
CERTIFIED OR FIRST CLASS MAIL, POSTAGE PREPAID, TO SUCH PARTY AT SUCH PARTY’S ADDRESS SET FORTH
HEREIN, OR BY ANY OTHER METHOD PROVIDED OR PERMITTED UNDER CALIFORNIA LAW.




          (b) CONSENT AND JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY (I)
AGREES THAT ANY SUIT, ACTION OR OTHER LEGAL PROCEEDING ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT
IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA OR, IF SUCH COURT DOES
NOT HAVE JURISDICTION OR
WILL NOT ACCEPT JURISDICTION, IN ANY COURT OF GENERAL JURISDICTION IN




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THE COUNTY OF SANTA
CLARA, CALIFORNIA; (II) CONSENTS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR
PROCEEDING; AND (III) WAIVES ANY OBJECTION WHICH SUCH PARTY MAY HAVE TO THE LAYING OF VENUE OF ANY
SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT.




     4.5 Resolution of Conflicts; Arbitration.



     (a) Any claim or dispute arising out of or related to this Agreement, or the interpretation,
making, performance, breach or termination thereof, shall (except as specifically set forth in this
Agreement) be finally settled by binding arbitration in the County of Santa Clara, California in
accordance with the then current Commercial Arbitration Rules of the American Arbitration
Association and judgment upon the award rendered may be entered in any court having jurisdiction
thereof. The arbitrator(s) shall have the authority to grant any equitable and legal remedies that
would be available in any judicial proceeding instituted to resolve a dispute.



     (b) Such arbitration shall be conducted by a single arbitrator chosen by mutual agreement of
Parent and the Stockholder Representative. Alternatively, at the request of either party before
the commencement of arbitration, the arbitration shall be conducted by three independent
arbitrators, none of whom shall have any competitive interests with Parent or the Stockholder
Representative. Parent and the Stockholder Representative shall each select one arbitrator. The two
arbitrators so selected shall select a third arbitrator.



     (c) In any arbitration under this Section 4.5, each party shall be limited to calling
a total of three witnesses both for purposes of deposition and the arbitration hearing. Subject to
the foregoing limitation on the number of witnesses, the arbitrator or arbitrators, as the case may
be, shall set a limited time period and establish procedures designed to reduce the cost and time
for discovery while allowing the parties an opportunity, adequate in the sole judgment of the
arbitrator or majority of the three arbitrators, as the case may be, to discover relevant
information from the opposing parties about the subject matter of the dispute. The arbitrator, or a
majority of the three arbitrators, as the case may be, shall rule upon motions to compel or limit
discovery and shall have the authority to impose sanctions for discovery abuses, including
attorneys’ fees and costs, to the same extent as a competent court of law or equity, should the
arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery
was sought without substantial justification or that discovery was refused or objected to without
substantial justification.



     (d) The decision of the arbitrator or a majority of the three arbitrators, as the case may be,
as to the validity and amount of any claim shall be final, binding, and conclusive upon the parties
to this Agreement. Such decision shall be written and shall be supported by written findings of
fact and conclusions which shall set forth the award, judgment, decree or order awarded by the
arbitrator(s). Within 30 days of a decision of the arbitrator(s) requiring payment by one party to
another, such party shall make the payment to such other party.



     (e) The parties to the arbitration may apply to a court of competent jurisdiction for a
temporary restraining order, preliminary injunction or other interim or conservatory relief, as
necessary, without breach of this arbitration provision and without abridgement of the powers
of the arbitrator(s).



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     (f) The parties agree that each party shall pay its own costs and expenses (including counsel
fees) of any such arbitration, and each party waives its right to seek an order compelling the
other party to pay its portion of its costs and expenses (including counsel fees) for any
arbitration.



     4.6 Effective Time. This Agreement shall be effective upon the Effective Time.



     4.7 Amendments. This Agreement may be amended only by an instrument in writing
executed by all of its parties, or their respective successors or assigns; provided that an
executed instrument in writing by the Stockholder Representative shall bind all of the Stockholders
for purposes of this Section with respect to amendments or waivers the purpose of which is solely
to extend or allow a Permitted Interruption pursuant to Section 2.2; and provided further
that an executed instrument in writing by the majority of the Stockholders (calculated based on the
number of Registrable Securities beneficially held) shall bind all of the Stockholders for purposes
of this Section; and provided further that holders of Registrable Securities immediately
after the Effective Time (as defined in the Merger Agreement) not party to this Agreement as of the
date hereof may execute counterparts to this Agreement without the consent or additional signatures
of the Stockholders party hereto, and upon Parent’s receipt of such additional holder’s executed
signature pages hereto, such additional holders shall be deemed to be a party hereto and such
additional signature pages shall be a part of this Agreement.



     4.8 Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to the transactions contemplated hereby and thereby. The
registration rights granted under this Agreement supersede any registration, qualification or
similar rights with respect to any of the shares of Common Stock granted under any other agreement,
and any of such preexisting registration rights are hereby terminated.



     4.9 Severability. The invalidity or unenforceability of any specific provision of
this Agreement shall not invalidate or render unenforceable any of its other provisions. Any
provision of this Agreement held invalid or unenforceable shall be deemed reformed, if practicable,
to the extent necessary to render it valid and enforceable and to the extent permitted by law and
consistent with the intent of the parties to this Agreement.



     4.10 Counterparts. This Agreement may be executed in multiple counterparts, including
by means of facsimile, each of which shall be deemed an original, but all of which together shall
constitute the same instrument.



11









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	 	YAHOO! INC.

a Delaware corporation

 	 
	 	By:  	/s/ Susan Decker
 	 
	 	 	Susan Decker 	 
	 	 	President 	 
	 
	 	STOCKHOLDERS:

 	 
	 	By:  	/s/ Susan Abdalla
 	 
	 	 	Susan Abdalla 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                              /s/ Christine Hunsicker
 	 
	 	 	Christine Hunsicker 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                              /s/ Roger Jehenson
 	 
	 	 	Roger Jehenson 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                              /s/ Amy Kirsch-Lipton
 	 
	 	 	Amy Kirsch-Lipton 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                              /s/ Marc Kiven
 	 
	 	 	Marc Kiven 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                              /s/ Edward Kozek
 	 
	 	 	Edward Kozek 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                              /s/ Aaron Letscher
 	 
	 	 	Aaron Letscher 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                              /s/ Patrick McCarthy
 	 
	 	 	Patrick McCarthy 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                              /s/ Ramsey McGrory
 	 
	 	 	Ramsey McGrory 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                              /s/ Brian O’Kelley
 	 
	 	 	Brian O’Kelley 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                              /s/ Matthew Philips
 	 
	 	 	Matthew Philips 	 
	 	 	 	 
	 
	 	PINNACLE VENTURES I (Q) Equity Holdings, L.L.C.


PINNACLE VENTURES I AFFILIATES, L.P.


PINNACLE I-A (Q), L.P.


PINNACLE VENTURES I-B, L.P.

 	 
	 	By:  	Pinnacle Ventures Management I, L.L.C.
 	 
	 	 	 	 
	 	By:  	/s/ Robert A. Curley, Jr.
 	 
	 	 	Robert A. Curley, Jr. 	 
	 	 	Managing Member 	 
	 
	 	PINNACLE VENTURES II Equity Holdings, L.L.C.


PINNACLE VENTURES II-A, L.P.


PINNACLE VENTURES II-B, L.P.


PINNACLE VENTURES II-C, L.P.


PINNACLE VENTURES II-R, L.P.

 	 
	 	By:  	Pinnacle Ventures Management II, L.L.C.
 	 
	 	 	 	 
	 	By:  	/s/ Robert A. Curley, Jr.
 	 
	 	 	Robert A. Curley, Jr. 	 
	 	 	Managing Member 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	POINT VENTURES GROUP, LLC

 	 
	 	By:  	/s/ Jonah Goodhart
 	 
	 	 	Jonah Goodhart 	 
	 	 	Co-Managing Member 	 
	 
	 	 	 
	 	By:  	                                              /s/ Noah Goodhart
 	 
	 	 	Noah Goodhart 	 
	 	 	Co-Managing Member 	 
	 
	 	TRUSTEES OF 2007 GRANTOR RETAINED ANNUITY TRUST UNDER
ARTICLE FIRST, SUBDIVISION A OF JPOINT 2007 GRANTOR
RETAINED ANNUITY TRUST

 	 
	 	By:  	/s/ Jonah Goodhart
 	 
	 	 	Jonah Goodhart 	 
	 	 	Trustee 	 
	 
	 	TRUSTEES OF 2007 GRANTOR RETAINED ANNUITY TRUST UNDER
ARTICLE FIRST, SUBDIVISION A OF NPOINT 2007 GRANTOR
RETAINED ANNUITY TRUST

 	 
	 	By:  	/s/ Noah Goodhart
 	 
	 	 	Noah Goodhart 	 
	 	 	Trustee 	 
	 
	 	REDPOINT VENTURES II, L.P., by its General Partner,


REDPOINT VENTURES II, LLC


REDPOINT ASSOCIATES II, LLC, as nominee

 	 
	 	By:  	/s/ Timothy M. Haley
 	 
	 	 	Timonthy M. Haley 	 
	 	 	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	REDPOINT ASSOCIATES I, LLC, by its Manager


REDPOINT VENTURES I, L.P., by its General Partner


REDPOINT TECHNOLOGY PARTNERS Q-1, L.P., by its

General Partner


REDPOINT TECHNOLOGY PARTNERS A-1, L.P., by its

General Partner

 	 
	 	By:  	Redpoint Ventures I, LLC
 	 
	 
	 	 	 
	 	By:  	                                              /s/ Timothy M. Haley
 	 
	 	 	Timonthy M. Haley 	 
	 	 	Managing Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Michael Walrath
 	 
	 	 	Michael Walrath 	 
	 	 	 	 
	 
	 	MW VENTURES, LLC

 	 
	 	By:  	/s/ Michael Walrath
 	 
	 	 	Michael Walrath 	 
	 	 	Managing Member 	 
	 
	 	MICHAEL WALRATH 2007 GRANTOR RETAINED ANNUITY TRUST
FOR ISSUE

 	 
	 	By:  	/s/ Michael Walrath
 	 
	 	 	Michael Walrath 	 
	 	 	Trustee 	 
	 
	 	MICHAEL WALRATH 2007 GRANTOR RETAINED ANNUITY TRUST
FOR THE FAMILY OF MICHELLE WALRATH

 	 
	 	By:  	/s/ Michael Walrath
 	 
	 	 	Michael Walrath 	 
	 	 	Trustee 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	MICHAEL WALRATH 2007 GRANTOR RETAINED ANNUITY TRUST
FOR THE WALRATH FAMILY

 	 
	 	By:  	/s/ Michael Walrath
 	 
	 	 	Michael Walrath 	 
	 	 	Trustee