TRADED, BY ANY MANAGEMENT MEMBER IN AN AMOUNT GENERATING GROSS
SALE PROCEEDS TO SUCH MANAGEMENT MEMBER OF NOT MORE THAN US$1.0 MILLION DURING
ANY TWELVE-MONTH PERIOD, AND (II) IF THE PROPOSED TRANSFER WOULD BE A BLOCK
TRADE OR OTHERWISE ON THE OPEN MARKET (WHETHER PURSUANT TO RULE 144 OR
OTHERWISE), INCLUDING WITHOUT LIMITATION A BLOCK TRADE TO
20
A FINANCIAL INSTITUTION WHO WILL RESELL SUCH EQUITY SECURITIES AS DESCRIBED IN
SECTION 4.1(A), THEN (X) THE OFFER NOTICE SHALL SET FORTH THE TRANSFEROR'S
INTENTION TO SELL ON THE OPEN MARKET IN ADDITION TO THE MATTERS REQUIRED TO BE
SET FORTH PURSUANT TO SECTION 4.3(A) AND (Y) NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN SECTIONS 4.3(B) AND (C), AN OFFEREE'S NOTICE SETTING FORTH ITS
INTENTION TO ACCEPT THE OFFER MUST BE DELIVERED TO THE TRANSFEROR WITHIN
SEVENTY-TWO HOURS OF RECEIPT OF THE OFFER NOTICE, AND IF AN OFFEREE FAILS TO
DELIVER SUCH NOTICE WITHIN SUCH PERIOD, THE OFFERING NOTICE GIVEN TO SUCH
OFFEREE SHALL EXPIRE UPON EXPIRATION OF SUCH PERIOD AND (Z) SECTION 4.3(D) SHALL
NOT APPLY.
(H)
NOTWITHSTANDING THE FOREGOING, AND WHETHER OR NOT AN IPO IS COMPLETED, EACH
SHAREHOLDER'S RIGHT OF FIRST OFFER SET FORTH IN THIS SECTION 4.3 SHALL TERMINATE
IN THE EVENT SUCH SHAREHOLDER CEASES TO OWN AT LEAST 50% OF THE EQUITY
SECURITIES OWNED BY SUCH SHAREHOLDER AS OF THE CLOSING DATE.
4.4
TAG-ALONG RIGHTS OF FINANCIAL INVESTORS.
SUBJECT TO SECTION 4.1 AND EXCEPT
AS OTHERWISE ALLOWED UNDER SECTION 4.2, NEITHER YAHOO NOR SOFTBANK MAY TRANSFER
80% OR MORE OF THE EQUITY SECURITIES THEN OWNED BY IT (IN A SINGLE TRANSACTION
OR A SERIES OF RELATED TRANSACTIONS), EXCEPT PURSUANT TO THE FOLLOWING
PROCEDURES:
(A)
AT LEAST THIRTY (30) DAYS PRIOR TO MAKING SUCH TRANSFER (EACH SUCH
TRANSFER, "QUALIFYING SALE"), YAHOO OR SOFTBANK (AS THE CASE MAY BE), TOGETHER
WITH THEIR WHOLLY-OWNED SUBSIDIARIES OR SOFTBANK AFFILIATES, AS APPLICABLE (THE
"TRANSFERRING SHAREHOLDER") SHALL DELIVER A WRITTEN NOTICE (THE "SALE NOTICE")
TO EACH OF THE FINANCIAL INVESTORS.
THE SALE NOTICE SHALL SET FORTH IN
REASONABLE DETAIL (I) THE IDENTITY OF THE PROSPECTIVE TRANSFEREE (THE
"PURCHASER"), (II) THE NUMBER OF EQUITY SECURITIES TO BE PURCHASED BY THE
PURCHASER (SUCH SHARES, THE "SALE SHARES"), (III) THE PRICE (THE "SALE PRICE")
PER SHARE OF THE SALE SHARES, (IV) THE PROPOSED CLOSING DATE AND TIME OF SUCH
TRANSFER, (V) THE NUMBER OF EQUITY SECURITIES OWNED BY THE TRANSFERRING
SHAREHOLDER ON THE DATE OF THE SALE NOTICE AND (VI) ANY OTHER MATERIAL TERMS AND
CONDITIONS OF THE PROPOSED TRANSFER.
IF, AFTER DELIVERY OF ANY SALE NOTICE, ANY
TERM SET FORTH IN CLAUSES (I) THROUGH (VI) OF THE PRECEDING SENTENCE SHOULD
CHANGE IN ANY MATERIAL RESPECT, THE TRANSFERRING SHAREHOLDER SHALL DELIVER A NEW
SALE NOTICE INCORPORATING SUCH CHANGED TERMS, AND THE PROVISIONS OF THIS SECTION
4.4 SHALL APPLY IN ALL RESPECTS TO SUCH REVISED SALE NOTICE.
(B)
EACH FINANCIAL INVESTOR SHALL HAVE THE RIGHT TO PARTICIPATE IN THE
QUALIFYING SALE AND TO REQUEST TO SELL TO THE PURCHASER, AND THE TRANSFERRING
SHAREHOLDER SHALL UPON THE REQUEST