Exhibit 4.2


 


REGISTRATION RIGHTS AGREEMENT


 


 


among


 


 


YAHOO! INC.


 


as Issuer,


 


 


and


 


 


CREDIT SUISSE FIRST BOSTON LLC,


 


 


as Initial Purchaser


 


 


Dated as of April 9, 2003


 

















 


REGISTRATION
RIGHTS AGREEMENT dated as of April 9, 2003 among Yahoo! Inc., a Delaware
corporation (the “Company”), and
Credit Suisse First Boston LLC (the “Initial
Purchaser”) pursuant to the Purchase Agreement dated April 3, 2003
(the “Purchase Agreement”),
between the Company and the Initial Purchaser. 
In order to induce the Initial Purchaser to enter into the Purchase
Agreement, the Company has agreed to provide the registration rights set forth
in this Agreement.  The execution of
this Agreement is a condition to the closing under the Purchase Agreement.


 


The Company
agrees with the Initial Purchaser (i) for its benefit as Initial Purchaser and
(ii) subject to the terms and conditions hereof, for the benefit of the
beneficial owners (including the Initial Purchaser) from time to time of
Registrable Securities, as follows:


 


Section 1.               Definitions.  Capitalized terms used herein without definition shall have their
respective meanings set forth in the Purchase Agreement.  As used in this Agreement, the following
terms shall have the following meanings:


 


“Additional Interest Accrual Period” has the
meaning set forth in Section 2(e) hereof.


 


“Additional Interest Amount” has the meaning
set forth in Section 2(e) hereof.


 


“Additional Interest Payment Date”
means each April 15 and October 15.


 


“Affiliate” means with respect to any
specified person, an “affiliate,” as defined in Rule 144, of such person.


 


“Amendment Effectiveness Deadline Date” has
the meaning set forth in Section 2(d) hereof.


 


“Business Day” means each Monday, Tuesday,
Wednesday, Thursday and Friday that is not a day on which banking institutions
in The City of New York are authorized or obligated by law or executive order
to close.


 


“Common Stock” means the shares of common
stock, $0.001 par value, of the Company, together with the Rights evidenced by
such Common Stock to the extent provided in the Rights Agreement dated as of
March 15, 2001 between the Company and Equiserve Trust Company, N.A., and any
other shares of common stock as may constitute “Common Stock” for purposes of
the Indenture, including the Underlying Common Stock.


 


“Conversion Price” has the meaning assigned
such term in the Indenture.


 


“Deferral Notice” has the meaning set forth
in Section 3(h) hereof.


 


“Deferral Period” has the meaning set forth
in Section 3(h) hereof.


 


“Effectiveness Deadline Date” has the meaning
set forth in Section 2(a) hereof.


 

















 


“Effectiveness Period” means the period
commencing on the date hereof and ending on the date that all Notes and
Underlying Common Stock have ceased to be Registrable Securities.


 


“Event” has the meaning set forth in Section
2(e) hereof.


 


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


 


“Filing Deadline Date” has the meaning set
forth in Section 2(a) hereof.


 


“Holder” means a Person who owns,
beneficially or otherwise, Registrable Securities.


 


“Indenture” means the Indenture, dated as of
April 9, 2003, between the Company and U.S. Bank National Association, as
trustee, pursuant to which the Notes are being issued.


 


“Initial Purchaser” means Credit Suisse
First Boston LLC.


 


“Initial Shelf Registration Statement” has
the meaning set forth in Section 2(a) hereof.


 


“Issue Date” means April 9, 2003.


 


“Material Event” has the meaning set forth
in Section 3(h) hereof.


 


“Notes” means the Zero Coupon Senior
Convertible Notes Due 2008 of the Company to be purchased pursuant to the
Purchase Agreement.


 


“Notice and Questionnaire” means a written
notice delivered to the Company containing substantially the information called
for by the Selling Securityholder Notice and Questionnaire attached as Annex A
to the Memorandum as such notice may be amended by the Company upon the advice
of nationally-recognized counsel experienced in such matters, to the extent
reasonably necessary to ensure compliance with applicable law.


 


“Notice Holder” means, on any date, any
Holder that has delivered a Notice and Questionnaire to the Company on or prior
to such date.


 


“Purchase Agreement” has the meaning set
forth in the preamble hereof.


 


“Prospectus” means the prospectus included
in any Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any amendment or prospectus
supplement, including post-effective amendments, and all materials incorporated
by reference or explicitly deemed to be incorporated by reference in such
Prospectus.


 


“Record Holder” means with respect to any
Additional Interest Payment Date relating to any Notes or Underlying Common
Stock as to which any Additional Interest Amount has


 


2

















 


accrued, the registered holder
of such Note or Underlying Common Stock on the April 1 immediately preceding an
Additional Interest Payment Date occurring on an April 15, and on the October 1
immediately preceding an Additional Interest Payment Date occurring on an
October 15.


 


“Registrable Securities” means the Notes
until such Notes have been converted into or exchanged for the Underlying
Common Stock and, at all times subsequent to any such conversion, the
Underlying Common Stock and any securities into or for which such Underlying
Common Stock has been converted or exchanged, and any security issued with
respect thereto upon any stock dividend, split or similar event until, in the
case of any such security, (A) the earliest of (i) its effective registration
under the Securities Act and resale in accordance with the Registration
Statement covering it, (ii) expiration of the holding period that would be
applicable thereto for non-affiliates of the Company under Rule 144(k) or (iii)
its sale to the public pursuant to Rule 144 (or any similar provision then in
force, but not Rule 144A) under the Securities Act, and (B) as a result of the
event or circumstance described in any of the foregoing clauses (i) through
(iii), the legend with respect to transfer restrictions required under the
Indenture is removed or removable in accordance with the terms of the Indenture
or such legend, as the case may be.


 


“Registration Statement” means any
registration statement of the Company that covers any of the Registrable
Securities pursuant to the provisions of this Agreement, including the
Prospectus, amendments and supplements to such registration statement,
including post-effective amendments, all exhibits and all materials
incorporated by reference or explicitly deemed to be incorporated by reference
in such registration statement.


 


“Restricted Securities” means “restricted
securities” as defined in Rule 144.


 


“Rule 144” means Rule 144 under the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the SEC.


 


“Rule 144A” means Rule 144A under the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the SEC.


 


“SEC” means the Securities and Exchange
Commission.


 


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


 


“Shelf Registration Statement” has the
meaning set forth in Section 2(a) hereof.


 


“Special Counsel” means Davis Polk &
Wardwell or one such other successor counsel as shall be specified by the
Holders of a majority of the Registrable Securities, but which may, with the
written consent of the Initial Purchaser (which shall not be unreasonably
withheld, delayed or conditioned), be another nationally recognized law firm
experienced in securities law matters designated by the Company, the reasonable
fees and expenses of which will be paid by the Company pursuant to Section 5
hereof.  For purposes of determining the
holders of a majority of 


 


3

















 


the Registrable Securities in
this definition, Holders of Notes shall be deemed to be the Holders of the
number of shares of Underlying Common Stock into which such Notes are or would
be convertible as of the date the consent is requested.


 


“Subsequent Shelf Registration Statement”
has the meaning set forth in Section 2(b) hereof.


 


“TIA” means the Trust Indenture Act of 1939,
as amended.


 


“Trustee” means U.S. Bank National
Association, the Trustee under the Indenture.


 


“Underlying Common Stock” means the Common
Stock into which the Notes are convertible or issued upon any such conversion.


 


Section 2.               Shelf Registration.


 


(a)           The
Company shall prepare and file or cause to be prepared and filed with the SEC,
as soon as practicable but in any event by the date (the “Filing Deadline Date”) ninety (90) days
after the Issue Date, a Registration Statement for an offering to be made on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”) registering
the resale from time to time by Holders thereof of all of the Registrable
Securities (the “Initial Shelf Registration
Statement”).  The Initial
Shelf Registration Statement shall be on Form S-3 or another appropriate form
permitting registration of such Registrable Securities for resale by such
Holders in accordance with the methods of distribution reasonably requested by
the Holders and set forth in the Initial Shelf Registration Statement.  The Company shall use its reasonable best
efforts to cause the Initial Shelf Registration Statement to be declared
effective under the Securities Act as promptly as is practicable but in any
event by the date (the “Effectiveness
Deadline Date”) that is one hundred eighty (180) days after the
Issue Date, and to keep the Initial Shelf Registration Statement (or any
Subsequent Shelf Registration Statement) continuously effective under the
Securities Act until the expiration of the Effectiveness Period.  At the time the Initial Shelf Registration
Statement is declared effective, each Holder that became a Notice Holder on or
prior to the date five (5) Business Days prior to such time of effectiveness
shall be named as a selling securityholder in the Initial Shelf Registration
Statement and the related Prospectus in such a manner as to permit such Holder
to deliver such Prospectus to purchasers of Registrable Securities in
accordance with applicable law.  None of
the Company’s security holders (other than the Holders of Registrable
Securities) shall have the right to include any of the Company’s securities in
the Shelf Registration Statement.


 


(b)           If
the Initial Shelf Registration Statement or any Subsequent Shelf Registration
Statement ceases to be effective for any reason at any time during the
Effectiveness Period (other than because all Registrable Securities registered
thereunder shall have been resold pursuant thereto or shall have otherwise
ceased to be Registrable Securities), the Company shall use its reasonable best
efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof including, if reasonably necessary, by amending the Shelf
Registration Statement in a manner reasonably expected to obtain the withdrawal
of the order suspending the effectiveness thereof, or file an additional Shelf
Registration Statement covering all of the 


 


4

















 


securities that as of the date
of such filing are Registrable Securities (a “Subsequent
Shelf Registration Statement”). 
If a Subsequent Shelf Registration Statement is filed, the Company shall
use its reasonable best efforts to cause the Subsequent Shelf Registration
Statement to become effective as promptly as is practicable after such filing
and to keep such Registration Statement (or subsequent Shelf Registration
Statement) continuously effective until the end of the Effectiveness Period.


 


(c)           The
Company shall supplement and amend the Shelf Registration Statement if required
by the rules, regulations or instructions applicable to the registration form
used by the Company for such Shelf Registration Statement, if required by the
Securities Act or as necessary to name a Notice Holder as a selling
securityholder pursuant to Section (d) below.


 


(d)           Each
Holder agrees that if such Holder wishes to sell Registrable Securities
pursuant to a Shelf Registration Statement and related Prospectus, it will do
so only in accordance with this Section 2(d) and Section 3(h).  Following the date that the Initial Shelf
Registration Statement is declared effective, each Holder wishing to sell
Registrable Securities pursuant to a Shelf Registration Statement and related
Prospectus agrees to deliver a Notice and Questionnaire to the Company at least
three (3) Business Days prior to any intended distribution of Registrable
Securities under the Shelf Registration Statement.  Each holder who elects to sell Registrable Securities pursuant to
a Shelf Registration Statement agrees by submitting a Notice and Questionnaire
to the Company, it will be bound by the terms and conditions of the Notice and
Questionnaire and this Agreement.  From
and after the date the Initial Shelf Registration Statement is declared
effective, the Company shall, as promptly as practicable after the date a
Notice and Questionnaire is delivered pursuant to Section 8(c) hereof, and in
any event upon the later of (x) ten (10) Business Days after such date or (y)
ten (10) Business Days after the expiration of any Deferral Period in effect
when the Notice and Questionnaire is delivered or put into effect within ten
(10) Business Days of such delivery date:


 


(i)         if required by applicable law, file
with the SEC a post-effective amendment to the Shelf Registration Statement or
prepare and, if required by applicable law, file a supplement to the related
Prospectus or a supplement or amendment to any document incorporated therein by
reference or file any other required document so that the Holder delivering
such Notice and Questionnaire is named as a selling securityholder in the Shelf
Registration Statement and the related Prospectus in such a manner as to permit
such Holder to deliver such Prospectus to purchasers of the Registrable
Securities in accordance with applicable law and, if the Company shall file a
post-effective amendment to the Shelf Registration Statement, use its best
efforts to cause such post-effective amendment to be declared effective under
the Securities Act as promptly as is practicable, but in any event by the date
(the “Amendment Effectiveness Deadline Date”)
that is forty-five (45) days after the date such post-effective amendment is
required by this clause to be filed;


 


(ii)        provide such Holder copies of any
documents filed pursuant to Section 2(d)(i); and


 


5

















 


(iii)       notify such Holder as promptly as
practicable after the effectiveness under the Securities Act of any
post-effective amendment filed pursuant to Section 2(d)(i);


 


provided, that if such Notice and
Questionnaire is delivered during a Deferral Period, the Company shall so
inform the Holder delivering such Notice and Questionnaire and shall take the
actions set forth in clauses (i), (ii) and (iii) above upon expiration of the
Deferral Period in accordance with Section 3(h).  Notwithstanding anything contained herein to the contrary, (i) the
Company shall be under no obligation to name any Holder that is not a Notice
Holder as a selling securityholder in any Registration Statement or related
Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended
by up to ten (10) Business Days from the expiration of a Deferral Period (and
the Company shall incur no obligation to pay Additional Interest during such
extension) if such Deferral Period shall be in effect on the Amendment
Effectiveness Deadline Date.


 


(e)           The
parties hereto agree that the Holders of Registrable Securities will suffer
damages, and that it would not be feasible to ascertain the extent of such
damages with precision, if, other than as permitted hereunder,


 


(i)         the Initial Shelf Registration
Statement has not been filed on or prior to the Filing Deadline Date,


 


(ii)        the Initial Shelf Registration Statement
has not been declared effective under the Securities Act on or prior to the
Effectiveness Deadline Date,


 


(iii)       the Company has failed to perform its
obligations set forth in Section 2(d)(i) within the time period required
therein,


 


(iv)       any post-effective amendment to a Shelf
Registration Statement filed pursuant to Section 2(d)(i) has not become
effective under the Securities Act on or prior to the Amendment Effectiveness
Deadline Date, or


 


(v)        the aggregate duration of Deferral
Periods in any period exceeds the number of days permitted in respect of such
period pursuant to Section 3(h) hereof.


 


Each event described in any of
the foregoing clauses (i) through (v) is individually referred to herein as an
“Event.” For purposes of this
Agreement, each Event set forth above shall begin on the dates set forth in the
table below and shall end on the ending dates set forth in the table below:


 


6

















 


	
  Typeof 

  Event by

  Clause

  	
   

  	
  Beginning

  Date

  	
   

  	
  Ending

  Date

  
	
  (i)

  	
   

  	
  Filing Deadline Date

  	
   

  	
  the date the Initial Shelf Registration Statement is filed

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  Effectiveness Deadline Date

  	
   

  	
  the date the Initial Shelf Registration Statement becomes effective
  under the Securities Act

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  the date by which the Company is required to perform its obligations
  under Section 2(d)

  	
   

  	
  the date the Company performs its obligations set forth in Section
  2(d)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  the Amendment Effectiveness Deadline Date

  	
   

  	
  the date the applicable post-effective amendment to a Shelf
  Registration Statement becomes effective under the Securities Act

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (v)

  	
   

  	
  the date on which the aggregate duration of Deferral Periods in any
  period exceeds the number of days permitted by Section 3(h)

  	
   

  	
  termination of the Deferral Period that caused the limit on the
  aggregate duration of Deferral Periods to be exceeded

  



 


Commencing on
(and including) any date that an Event has begun and ending on (but excluding)
the next date on which there are no Events that have occurred and are
continuing (an “Additional Interest Accrual
Period”), the Company shall pay, as Additional Interest and not as a
penalty, to Record Holders of Registrable Securities an amount (the “Additional Interest Amount”) accruing, for
each day in the Additional Interest Accrual Period, (i) in respect of any Note,
at a rate per annum equal to 0.25% of the aggregate principal amount of such
Note and (ii) in respect of each share of outstanding Underlying Common Stock
that is a Registrable Security at a rate per annum equal to 0.25% on the
Conversion Price on such date, as the case may be during the first 90 days of
each Additional Interest Accrual Period and thereafter at a rate per annum
equal to 0.5% in each of (i) and (ii) of this sentence; provided that in the
case of an Additional Interest Accrual Period that is in effect solely as a
result of an Event of the type described in clause (iii), (iv) or (v) of the
preceding paragraph, such Additional Interest Amount shall be paid only to the
Holders (as set forth in the succeeding paragraph) that have delivered Notices
and Questionnaires that caused the Company to incur the obligations set forth
in Section 2(d) the non-performance of which is the basis of such Event.  In calculating the Additional Interest
Amount on any date on which no Notes are outstanding, the Conversion Price and
the Additional Interest Amount payable with respect to shares of Common Stock
that are Registrable Securities, shall be calculated as if the Notes were still
outstanding.  Notwithstanding the
foregoing, no Additional Interest Amount shall accrue as to any Registrable
Security from and 


 


7

















 


after the earlier of (x) the
date such security is no longer a Registrable Security and (y) expiration of
the Effectiveness Period.  The rate of
accrual of the Additional Interest Amount with respect to any period shall not
exceed the rate provided for in this paragraph notwithstanding the occurrence of
multiple concurrent Events.


 


The Additional
Interest Amount shall accrue from the first day of the applicable Additional
Interest Accrual Period, and shall be payable on each Additional Interest
Payment Date during the Damage Accrual Period (and, without duplication, on the
Additional Interest Payment Date next succeeding the end of the Additional
Interest Accrual Period if the Additional Interest Accrual Period does not end
on an Additional Interest Payment Date) to the Record Holders of the Registrable
Securities entitled thereto; provided that any Additional Interest Amount
accrued with respect to any Note or portion thereof redeemed by the Company on
a redemption date or converted into Underlying Common Stock on a conversion
date prior to the Additional Interest Payment Date, shall, in any such event,
be paid instead to the Holder who submitted such Note or portion thereof for
redemption or conversion on the applicable redemption date or conversion date,
as the case may be, on such date (or promptly following the conversion date, in
the case of conversion); provided further, that, in the case of an Event of the
type described in clause (iii) or (iv) of the first paragraph of this Section
2(e), such Additional Interest Amount shall be paid only to the Holders
entitled thereto pursuant to such first paragraph by check mailed to the
address set forth in the Notice and Questionnaire delivered by such
Holder.  The Trustee shall be entitled,
on behalf of registered holders of Notes or Underlying Common Stock, to seek
any available remedy for the enforcement of this Agreement, including for the
payment of such Additional Interest Amount. 
Notwithstanding the foregoing, the parties agree that the sole damages
payable for a violation of the terms of this Agreement with respect to which an
Additional Interest Amount is expressly provided shall be such Additional
Interest Amount.  Nothing shall preclude
any Holder from pursuing or obtaining specific performance or other equitable
relief with respect to this Agreement.


 


All of the
Company’s obligations set forth in this Section 2(e) that are outstanding with
respect to any Registrable Security at the time such security ceases to be a
Registrable Security shall survive until such time as all such obligations with
respect to such security have been satisfied in full (notwithstanding
termination of this Agreement pursuant to Section 8(k)).


 


The parties
hereto agree that the Additional Interest Amount provided for in this Section
2(e) constitute a reasonable estimate of the damages that may be incurred by
Holders of Registrable Securities by reason of the failure of the Shelf
Registration Statement to be filed or declared effective or available for
effecting resales of Registrable Securities in accordance with the provisions hereof.


 


Section 3.               Registration Procedures.  In connection with the registration
obligations of the Company under Section 2 hereof, during the Effectiveness
Period, the Company shall:


 


(a)           Prepare
and file with the SEC a Registration Statement or Registration Statements on
any appropriate form under the Securities Act available for the sale of the
Registrable Securities by the Holders thereof in accordance with the reasonably
requested method or methods of distribution thereof, and use its reasonable best
efforts to cause each such Registration Statement to become effective and
remain effective as provided herein; provided


 


8

















 


that before filing any
Registration Statement or Prospectus or any amendments or supplements thereto
with the SEC, the Company shall furnish to the Initial Purchaser and the
Special Counsel of such offering, if any, copies of all such documents proposed
to be filed at least three (3) Business Days prior to the filing of such
Registration Statement or amendment thereto or Prospectus or supplement
thereto; provided, that documents
required to be filed pursuant to Section 2(d) shall be furnished instead to the
requesting Notice Holders and the Special Counsel not later than one (1)
Business Day prior to the filing thereof.


 


(b)           Subject
to Section 3(h), prepare and file with the SEC such amendments and
post-effective amendments to each Registration Statement as may be necessary to
keep such Registration Statement continuously effective for the applicable
period specified in Section 2(a); cause the related Prospectus to be
supplemented by any required prospectus supplement, and as so supplemented to
be filed pursuant to Rule 424 (or any similar provisions then in force) under
the Securities Act; and use its reasonable best efforts to comply with the
provisions of the Securities Act applicable to it with respect to the
disposition of all securities covered by such Registration Statement during the
Effectiveness Period in accordance with the intended methods of disposition by
the sellers thereof set forth in such Registration Statement as so amended or
such Prospectus as so supplemented.


 


(c)           As
promptly as practicable give notice to the Notice Holders, the Initial
Purchaser and the Special Counsel, (i) when any Prospectus, prospectus
supplement, Registration Statement or post-effective amendment to a
Registration Statement has been filed with the SEC and, with respect to a
Registration Statement or any post-effective amendment, when the same has been
declared effective, (ii) of any request, following the effectiveness of the
Initial Shelf Registration Statement under the Securities Act, by the SEC or
any other federal or state governmental authority for amendments or supplements
to any Registration Statement or related Prospectus or for additional
information, (iii) of the issuance by the SEC or any other federal or state
governmental authority of any stop order suspending the effectiveness of any
Registration Statement or the initiation or threatening of any proceedings for
that purpose, (iv) of the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose, (v) of the occurrence of,
but not the nature of or details concerning, a Material Event and (vi) of the
determination by the Company that a post-effective amendment to a Registration
Statement will be filed with the SEC, which notice may, at the discretion of
the Company (or as required pursuant to Section 3(h)), state that it
constitutes a Deferral Notice, in which event the provisions of Section 3(h)
shall apply.


 


(d)           Use
its reasonable best efforts to obtain the withdrawal of any order suspending
the effectiveness of a Registration Statement or the lifting of any suspension
of the qualification (or exemption from qualification) of any of the
Registrable Securities for sale in any jurisdiction in which they have been
qualified for sale, in either case as promptly as practicable, and provide
prompt notice to each Notice Holder and the Initial Purchaser of the withdrawal
of any such order.


 


(e)           As
promptly as practicable furnish to each Notice Holder, the Special Counsel and
the Initial Purchaser, upon request and without charge, at least one (1)
conformed


 


9

















 


copy of the Registration
Statement and any amendment thereto, including exhibits and if requested, all
documents incorporated or deemed to be incorporated therein by reference.


 


(f)            During
the Effectiveness Period, deliver to each Notice Holder, the Special Counsel,
if any, and the Initial Purchaser, in connection with any sale of Registrable
Securities pursuant to a Registration Statement, without charge, as many copies
of the Prospectus or Prospectuses relating to such Registrable Securities
(including each preliminary prospectus) and any amendment or supplement thereto
as such Notice Holder may reasonably request; and the Company hereby consents
(except during such periods that a Deferral Notice is outstanding and has not
been revoked) to the use of such Prospectus or each amendment or supplement
thereto by each Notice Holder in connection with any offering and sale of the
Registrable Securities covered by such Prospectus or any amendment or
supplement thereto in the manner set forth therein.


 


(g)           Prior
to any public offering of the Registrable Securities pursuant to a Registration
Statement, use its reasonable best efforts to register or qualify or cooperate
with the Notice Holders and the Special Counsel in connection with the
registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as
any Notice Holder reasonably requests in writing (which request may be included
in the Notice and Questionnaire); prior to any public offering of the Registrable
Securities pursuant to the Shelf Registration Statement, use its best efforts
to keep each such registration or qualification (or exemption therefrom)
effective during the Effectiveness Period in connection with such Notice
Holder’s offer and sale of Registrable Securities pursuant to such registration
or qualification (or exemption therefrom) and do any and all other acts
reasonably necessary to legally permit the disposition in such jurisdictions of
such Registrable Securities in the manner set forth in the relevant
Registration Statement and the related Prospectus; provided that the Company will not be required to (i)
qualify as a foreign corporation or as a dealer in securities in any
jurisdiction where it would not otherwise be required to qualify but for this
Agreement or (ii) take any action that would subject it to general service of
process in suits or to taxation in any such jurisdiction where it is not then
so subject.


 


(h)           Upon
(A) the issuance by the SEC of a stop order suspending the effectiveness of the
Shelf Registration Statement or the initiation of proceedings with respect to
the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities
Act, (B) the occurrence of any event or the existence of any fact (a “Material Event”) as a result of which any
Registration Statement shall contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, or any Prospectus shall contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, or (C) the
occurrence or existence of any pending corporate development that, in the
reasonable discretion of the Company, makes it appropriate to suspend the
availability of the Shelf Registration Statement and the related Prospectus:


 


(i)         in the case of clause (B) above, subject
to the next sentence, as promptly as practicable prepare and file, if necessary
pursuant to applicable law, a 


 


10

















 


post-effective
amendment to such Registration Statement or a supplement to the related Prospectus
or any document incorporated therein by reference or file any other required
document that would be incorporated by reference into such Registration
Statement and Prospectus so that such Registration Statement does not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading, and such Prospectus does not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, as thereafter delivered to the
purchasers of the Registrable Securities being sold thereunder, and, in the
case of a post-effective amendment to a Registration Statement, subject to the
next sentence, use its reasonable best efforts to cause it to be declared
effective as promptly as is practicable, and


 


(ii)        give notice to the Notice Holders, and
the Special Counsel, if any, that the availability of the Shelf Registration
Statement is suspended (a “Deferral Notice”)
and, upon receipt of any Deferral Notice, each Notice Holder agrees not to sell
any Registrable Securities pursuant to the Registration Statement until such
Notice Holder’s receipt of copies of the supplemented or amended Prospectus
provided for in clause (i) above, or until it is advised in writing by the
Company that the Prospectus may be used, and has received copies of any
additional or supplemental filings that are incorporated or deemed incorporated
by reference in such Prospectus.


 


The Company will use its best
efforts to ensure that the use of the Prospectus may be resumed (x) in the case
of clause (A) above, as promptly as is practicable, (y) in the case of clause
(B) above, as soon as, in the sole judgment of the Company, public disclosure
of such Material Event would not be prejudicial to or contrary to the interests
of the Company or, if necessary to avoid unreasonable burden or expense, as
soon as practicable thereafter and (z) in the case of clause (C) above, as soon
as in the reasonable discretion of the Company, such suspension is no longer
appropriate.  The Company shall be
entitled to exercise its right under this Section 3(h) to suspend the
availability of the Shelf Registration Statement or any Prospectus, and any
such period during which the availability of the Registration Statement and any
Prospectus is suspended (the “Deferral Period”)
shall, without incurring any obligation to pay Additional Interest pursuant to
Section 2(e), not exceed 45 days; provided that
the aggregate duration of any Deferral Periods shall not exceed 45 days in any
three month period (or 60 days in any three month period in the event of a
Material Event pursuant to which the Company has delivered a second notice as
required below) or 120 days in any twelve (12) month period; provided that in
the case of a Material Event relating to an acquisition or a probable
acquisition or financing, recapitalization, business combination or other
similar transaction, the Company may, without incurring any obligation to pay
Additional Interest pursuant to Section 2(e), deliver to Notice Holders a
second notice to the effect set forth above, which shall have the effect of
extending the Deferral Period by up to an additional 15 days, or such shorter
period of time as is specified in such second notice.


 


11

















 


(i)            Comply
with all applicable rules and regulations of the SEC and make generally
available to its securityholders earning statements (which need not be audited)
satisfying the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder (or any similar rule promulgated under the Securities Act) for a
12-month period commencing on the first day of the first fiscal quarter of the
Company commencing after the effective date of a Registration Statement, which
statements shall be made available no later than 45 days after the end of the
12-month period or 90 days if the 12-month period coincides with the fiscal
year of the Company.


 


(j)            Cooperate
with each Notice Holder to facilitate the timely preparation and delivery of
certificates representing Registrable Securities sold or to be sold pursuant to
a Registration Statement, which certificates shall not bear any restrictive
legends (unless required by applicable law), and cause such Registrable
Securities to be in such denominations as are permitted by the Indenture and
registered in such names as such Notice Holder may request in writing at least
two (2) Business Days prior to any sale of such Registrable Securities.


 


(k)           Provide
a CUSIP number for all Registrable Securities covered by each Registration
Statement not later than the effective date of such Registration Statement and
provide the Trustee and the transfer agent for the Common Stock with printed
certificates for the Registrable Securities that are in a form eligible for
deposit with The Depository Trust Company.


 


(l)            Cooperate
and assist in any filings required to be made with the National Association of
Securities Dealers, Inc.


 


(m)          Upon
(i) the filing of the Initial Registration Statement and (ii) the effectiveness
of the Initial Shelf Registration Statement, announce the same, in each case by
release to Business Wire.


 


Section 4.               Holder’s Obligations.  Each Holder agrees, by acquisition of the
Registrable Securities, that no Holder shall be entitled to sell any of such
Registrable Securities pursuant to a Registration Statement or to receive a
Prospectus relating thereto, unless such Holder has furnished the Company with
a Notice and Questionnaire as required pursuant to Section 2(d) hereof
(including the information required to be included in such Notice and
Questionnaire) and the information set forth in the next sentence.  Each Notice Holder agrees promptly to
furnish to the Company all information required to be disclosed in order to
make the information previously furnished to the Company by such Notice Holder
not misleading and any other information regarding such Notice Holder and the
distribution of such Registrable Securities as the Company may from time to
time reasonably request.  Any sale of
any Registrable Securities by any Holder shall constitute a representation and
warranty by such Holder that the information relating to such Holder and its
plan of distribution is as set forth in the Prospectus delivered by such Holder
in connection with such disposition, that such Prospectus does not as of the
time of such sale contain any untrue statement of a material fact relating to
or provided by such Holder or its plan of distribution and that such Prospectus
does not as of the time of such sale omit to state any material fact relating
to or provided by such Holder or its plan of distribution necessary to make the
statements in such Prospectus, in the light of the circumstances under which
they were made, not misleading.


 


12

















 


Section 5.               Registration Expenses.  The Company shall bear all fees and expenses
incurred in connection with the performance by the Company of its obligations
under Sections 2 and 3 of this Agreement whether or not any Registration
Statement is declared effective.  Such
fees and expenses shall include, without limitation, (i) all registration and
filing fees (including, without limitation, (x) fees and expenses with respect
to filings required to be made with the National Association of Securities
Dealers, Inc. and (y) fees and expenses of compliance with federal and state
securities or Blue Sky laws (including, without limitation, reasonable fees and
disbursements of the Special Counsel in connection with Blue Sky qualifications
of the Registrable Securities under the laws of such jurisdictions as Notice
Holders of a majority of the Registrable Securities being sold pursuant to a
Registration Statement may designate)), (ii) printing expenses (including,
without limitation, expenses of printing certificates for Registrable
Securities in a form eligible for deposit with The Depository Trust Company),
(iii) duplication expenses relating to copies of any Registration Statement or
Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of
counsel for the Company in connection with the Shelf Registration Statement,
(v) reasonable fees and disbursements of the Trustee and its counsel and of the
registrar and transfer agent for the Common Stock and (vi) any Securities Act
liability insurance obtained by the Company in its sole discretion.  In addition, the Company shall pay the internal
expenses of the Company (including, without limitation, all salaries and
expenses of officers and employees performing legal or accounting duties), the
expense of any annual audit, the fees and expenses incurred in connection with
the listing by the Company of the Registrable Securities on any securities
exchange on which similar securities of the Company are then listed and the
fees and expenses of any person, including special experts, retained by the
Company.  Notwithstanding the provisions
of this Section 5, each seller of Registrable Securities shall pay selling
expenses, commissions and discounts, expenses of counsel except to the extent
set forth above, and all registration expenses to the extent required by
applicable law.


 


Section 6.               Indemnification and Contribution.


 


(a)           Indemnification by the Company.  The Company agrees to indemnify and hold
harmless each Notice Holder, each person, if any, who controls any Notice
Holder within the meaning of either Section 15 of the Securities Act or Section
20 of the Exchange Act, and each affiliate of any Notice Holder within the
meaning of Rule 405 under the Securities Act from and against any and all
losses, claims, damages and liabilities (including, without limitation, subject
to Section 6(c) hereof, any legal or other expenses reasonably incurred in
connection with defending or investigating any such action or claim) caused by
any untrue statement or alleged untrue statement of a material fact contained
in any Registration Statement or any amendment thereof, any preliminary
prospectus or the Prospectus (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto), caused by 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, except insofar as
such losses, claims, damages or liabilities are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon
information relating to any Holder furnished to the Company in writing by such
Holder expressly for use therein; provided that the indemnification contained
in this paragraph shall not inure to the benefit of any Holder (or to the
benefit of any person controlling such Holder) on account of any such losses,
claims, damages or liabilities caused by any untrue statement or alleged untrue
statement or omission or alleged omission made in any preliminary prospectus
provided in each case the Company has performed its obligations under


 


13

















 


Section 3(a) hereof if either
(A) (i) such Holder failed to send or deliver a copy of the Prospectus with or
prior to the delivery of written confirmation of the sale by such Holder to the
person asserting the claim from which such losses, claims, damages or
liabilities arise and (ii) the Prospectus would have corrected such untrue
statement or alleged untrue statement or such omission or alleged omission, or
(B) (x) such untrue statement or alleged untrue statement, omission or alleged
omission is corrected in an amendment or supplement to the Prospectus and (y)
having previously been furnished by or on behalf of the Company with copies of
the Prospectus as so amended or supplemented, such Holder thereafter fails to
deliver such Prospectus as so amended or supplemented, with or prior to the
delivery of written confirmation of the sale of a Registrable Security to the
person asserting the claim from which such losses, claims, damages or
liabilities arise.


 


(b)           Indemnification by Holders.  Each Holder agrees severally and not jointly
to indemnify and hold harmless the Company and its directors, its officers and
each person, if any, who controls the Company (within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act) or any
other Holder, to the same extent as the foregoing indemnity from the Company to
such Holder, but only (i) with reference to information relating to such Holder
furnished to the Company in writing by such Holder expressly for use in such
Registration Statement or Prospectus or amendment or supplement thereto or (ii)
with respect to a failure to deliver the Prospectus as described in clause (A)
or (B) of Section 6(a) hereof, provided the Company has provided such
Prospectus to the Holder in accordance with this Agreement.  In no event shall the liability of any
Holder hereunder be greater in amount than the dollar amount of the proceeds
received by such Holder upon the sale of the Registrable Securities pursuant to
the Registration Statement giving rise to such indemnification obligation.


 


(c)           Conduct of Indemnification Proceedings.  In case any proceeding (including any
governmental investigation) shall be instituted involving any person in respect
of which indemnity may be sought pursuant to Section 6(a) or 6(b) hereof, such
person (the “indemnified party”)
shall promptly notify the person against whom such indemnity may be sought (the
“indemnifying party”) in writing
and the indemnifying party, upon request of the indemnified party, shall retain
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the reasonable fees and disbursements of such counsel
related to such proceeding.  In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impeded parties) include
both the indemnifying party and the indemnified party and representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. 
It is understood that the indemnifying party shall not, in respect of
the legal expenses of any indemnified party in connection with any proceeding
or related proceedings in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local counsel) for
all such indemnified parties and that all such fees and expenses shall be
reimbursed as they are incurred.  Such
firm shall be designated in writing by, in the case of parties indemnified
pursuant to Section 6(a), the Holders of a majority (with Holders of Notes
deemed to be the Holders, for purposes of determining such majority, of the
number of shares of Underlying Common Stock into which such Notes are or would
be


 


14

















 


convertible as of the date on
which such designation is made) of the Registrable Securities covered by the
Registration Statement held by Holders that are indemnified parties pursuant to
Section 6(a) and, in the case of parties indemnified pursuant to Section 6(b),
the Company.  The indemnifying party
shall not be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment to
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment
(to the extent such settlement or judgment is subject to indemnification under
Section 6(a) or 6(b) as the case may be). 
Notwithstanding the foregoing sentence, if at any time an indemnified
party shall have requested an indemnifying party to reimburse the indemnified
party for fees and expenses of counsel as contemplated by the second and third
sentences of this paragraph, the indemnifying party agrees that it shall be
liable for any settlement of any proceeding effected without its written
consent if (i) such settlement is entered into more than 45 days after receipt
by such indemnifying party of the aforesaid request and (ii) before the date of
such settlement, (A) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request (B) (1) reimbursed such
indemnified party in accordance with such request for the amount of such fees
and expenses of counsel as the indemnifying party believes in good faith to be
reasonable, and (2) provided written notice to the indemnified party that the
indemnifying party disputes in good faith the reasonableness of the unpaid
balance of such fees and expenses.  No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which any indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party, unless such
settlement includes (i) an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such proceeding and (ii)
does not include a statement as to or an admission of fault, culpability or a
failure to act by or on behalf of any indemnified party.


 


(d)           Contribution.  To the extent that the indemnification provided for in Section
6(a) or 6(b) is unavailable to an indemnified party or insufficient in respect
of any losses, claims, damages or liabilities referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the indemnifying party or parties on the one hand and the
indemnified party or parties on the other hand or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the indemnifying party or
parties on the one hand and of the indemnified party or parties on the other
hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company shall be deemed
to be equal to the total net proceeds from the initial placement pursuant to
the Purchase Agreement (before deducting expenses) of the Registrable
Securities to which such losses, claims, damages or liabilities relate.  The relative benefits received by any Holder
shall be deemed to be equal to the value of receiving Registrable Securities
that are registered under the Securities Act. 
The relative fault of the Holders on the one hand and the Company on the
other hand shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Holders or by the Company, and the parties’ relative intent,


 


15

















 


knowledge, access to
information and opportunity to correct or prevent such statement or
omission.  The Holders’ respective
obligations to contribute pursuant to this Section 6(d) are several in
proportion to the respective number of Registrable Securities they have sold
pursuant to a Registration Statement, and not joint.


 


The parties
hereto agree that it would not be just and equitable if contribution pursuant
to this Section 6(d) were determined by pro rata allocation (even if the
Holders were treated as one entity for such purpose) or by any other method of
allocation that does not take into account the equitable considerations
referred to in the immediately preceding paragraph.  The amount paid or payable by an indemnified party as a result of
the losses, claims, damages or liabilities referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim.  Notwithstanding this Section
6(d), no indemnifying party that is a selling Holder shall be required to
contribute any amount in excess of the amount by which the total price at which
the Registrable Securities sold by it and distributed to the public were offered
to the public exceeds the amount of any damages that such indemnifying party
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. 
No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.


 


(e)           The
remedies provided for in this Section 6 are not exclusive and shall not limit
any rights or remedies which may otherwise be available to an indemnified party
at law or in equity, hereunder, under the Purchase Agreement or otherwise.


 


(f)            The
indemnity and contribution provisions contained in this Section 6 shall remain
operative and in full force and effect regardless of (i) any termination of
this Agreement, (ii) any investigation made by or on behalf of any Holder, any
person controlling any Holder or any affiliate of any Holder or by or on behalf
of the Company, its officers or directors or any person controlling the Company
and (iii) the sale of any Registrable Securities by any Holder.


 


Section 7.               Information Requirements.  The Company covenants that, if at any time
before the end of the Effectiveness Period the Company is not subject to the
reporting requirements of the Exchange Act, it will cooperate with any Holder
and take such further reasonable action as any Holder may reasonably request in
writing (including, without limitation, making such reasonable representations
as any such Holder may reasonably request), all to the extent required from
time to time to enable such Holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 and Rule 144A under the Securities Act and customarily
taken in connection with sales pursuant to such exemptions.  Upon the written request of any Holder, the
Company shall deliver to such Holder a written statement as to whether it has
complied with such filing requirements, unless such a statement has been
included in the Company’s most recent report filed pursuant to Section 13 or
Section 15(d) of Exchange Act. 
Notwithstanding the foregoing, nothing in this Section 7 shall be deemed
to require the Company to register any of its securities (other than the Common
Stock) under any section of the Exchange Act.


 


16

















 


Section 8.               Miscellaneous.


 


(a)           No Conflicting Agreements.  The Company is not, as of the date hereof, a
party to, nor shall it, on or after the date of this Agreement, enter into, any
agreement with respect to its securities that conflicts with the rights granted
to the Holders in this Agreement.  The
Company represents and warrants that the rights granted to the Holders
hereunder do not in any way conflict with the rights granted to the holders of
the Company’s securities under any other agreements.


 


(b)           Amendments and Waivers.  The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, unless the Company has obtained the written consent of Holders of a
majority of the then outstanding Underlying Common Stock constituting Registrable
Securities (with Holders of Notes deemed to be the Holders, for purposes of
this Section, of the number of outstanding shares of Underlying Common Stock
into which such Notes are or would be convertible as of the date on which such
consent is requested).  Notwithstanding
the foregoing, a waiver or consent to depart from the provisions hereof with
respect to a matter that relates exclusively to the rights of Holders whose
securities are being sold pursuant to a Registration Statement and that does not
directly or indirectly affect the rights of other Holders may be given by
Holders of at least a majority of the Registrable Securities being sold by such
Holders pursuant to such Registration Statement; provided that the provisions
of this sentence may not be amended, modified or supplemented except in
accordance with the provisions of the immediately preceding sentence, and
provided further that no modification may change the provisions relating to the
payment of Additional Interest without the consent of each Holder of
Registrable Securities.  Notwithstanding
the foregoing sentence, this Agreement may be amended by written agreement
signed by the Company and the Initial Purchaser, without the consent of the
Holders of Registrable Securities, to cure any ambiguity or to correct or
supplement any provision contained herein that may be defective or inconsistent
with any other provision contained herein, or to make such other provisions in
regard to matters or questions arising under this Agreement that shall not
adversely affect the interests of the Holders of Registrable Securities.  Each Holder of Registrable Securities
outstanding at the time of any such amendment, modification, supplement, waiver
or consent or thereafter shall be bound by any such amendment, modification,
supplement, waiver or consent effected pursuant to this Section 8(b), whether
or not any notice, writing or marking indicating such amendment, modification,
supplement, waiver or consent appears on the Registrable Securities or is delivered
to such Holder.


 


(c)           Notices. 
All notices and other communications provided for or permitted hereunder
shall be made in writing by hand delivery, by telecopier, by courier
guaranteeing overnight delivery or by first-class mail, return receipt
requested, and shall be deemed given (i) when made, if made by hand delivery,
(ii) upon confirmation, if made by telecopier, (iii) one (1) Business Day after
being deposited with such courier, if made by overnight courier or (iv) on the
date indicated on the notice of receipt, if made by first-class mail, to the
parties as follows:


 


(i)         if to a Holder, at the most current
address given by such Holder to the Company in a Notice and Questionnaire or
any amendment thereto;


 


17

















 


(ii)                         if to the Company, to:


 


Yahoo! Inc.


701 First Avenue


Sunnyvale, CA 94089


Attention:  General Counsel


Telecopy No.:  (408) 349-3400


 


and


 


Skadden, Arps, Slate, Meagher & Flom LLP


525 University Avenue


Suite 1100


Palo Alto, CA 94301


Attention:  Kenton J. King, Esq.


Telecopy No.:  (650) 470-4570


 


(iii)                      if to the Initial Purchaser, to:


 


Credit Suisse First Boston LLC


Eleven Madison Avenue


New York, NY  10010-3629


Attention:  Transactions
Advisory Group


 


or to such other address as
such person may have furnished to the other persons identified in this Section
8(c) in writing in accordance herewith.


 


(d)           Approval of Holders.  Whenever the consent or approval of Holders
of a specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company or its affiliates (as such term is
defined in Rule 405 under the Securities Act) (other than the Initial Purchaser
or subsequent Holders if such subsequent Holders are deemed to be such
affiliates solely by reason of their holdings of such Registrable Securities)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.


 


(e)           Successors and Assigns.  Any person who purchases any Registrable
Securities from the Initial Purchaser shall be deemed, for purposes of this
Agreement, to be an assignee of the Initial Purchaser.  This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties and shall
inure to the benefit of and be binding upon each Holder of any Registrable
Securities, provided that nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Registrable Securities in
violation of the terms of the Purchase Agreement, applicable law or the
Indenture.  If any transferee of any
Holder shall acquire Registrable Securities, in any manner, whether by
operation of law or otherwise, such Registrable Securities shall be held
subject to all of the terms of this Agreement, and by taking and holding such
Registrable Securities, such person shall be conclusively deemed to have agreed
to be bound by and to perform all of the terms and provisions of this Agreement
and such person shall be entitled to receive the benefits hereof.


 


18

















 


(f)            Counterparts.  This Agreement may be executed in any number of counterparts,
each of which shall be with the same effect as if the signatures thereto and
hereto were upon the same instrument.


 


(g)           Headings. 
The headings of the sections of this Agreement have been inserted for
convenience of reference only and shall not be deemed a part of this Agreement.


 


(h)           Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.


 


(i)            Severability.  If any term, provision, covenant or restriction of this Agreement
is held to be invalid, illegal, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated
thereby, and the parties hereto shall use their best efforts to find and employ
an alternative means to achieve the same or substantially the same result as
that contemplated by such term, provision, covenant or restriction, it being
intended that all of the rights and privileges of the parties shall be
enforceable to the fullest extent permitted by law.


 


(j)            Entire Agreement.  This Agreement is intended by the parties as
a final expression of their agreement and is intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and the registration rights
granted by the Company with respect to the Registrable Securities.  Except as provided in the Purchase
Agreement, there are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein, with respect to the
registration rights granted by the Company with respect to the Registrable
Securities.  This Agreement supersedes
all prior agreements and undertakings among the parties with respect to such
registration rights.  No party hereto
shall have any rights, duties or obligations other than those specifically set
forth in this Agreement.  In no event
will such methods of distribution take the form of an underwritten offering of
the Registrable Securities without the prior agreement of the Company.


 


(k)           Termination.  This Agreement and the obligations of the parties hereunder shall
terminate upon the end of the Effectiveness Period, except for any liabilities
or obligations under Section 4, 5 or 6 hereof and the obligations to make
payments of and provide for Additional Interest under Section 2(e) hereof to
the extent such damages accrue prior to the end of the Effectiveness Period,
each of which shall remain in effect in accordance with its terms.


 


19

















 


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


 


	
   

  	
  Yahoo! Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Susan Decker

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Susan Decker

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, Finance and Administration and Chief
  Financial Officer

  
					



 


 


	
  Confirmed
  and accepted as of

  the date first above written: 

  

  Credit Suisse First Boston LLC

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Kris Klein

  	
   

  
	
   

  	
  Name:

  	
  Kris Klein

  
	
   

  	
  Title:

  	
  Managing
  Director

  
				



 


20