AND SOFTBANK OR THEIR WHOLLY-OWNED SUBSIDIARIES OR
SOFTBANK AFFILIATES (AS THE CASE MAY BE) (THE "M&S TRANSFERORS") SHALL DELIVER A
WRITTEN NOTICE (THE "M&S SALE NOTICE") TO YAHOO.
THE M&S SALE NOTICE SHALL SET
FORTH IN REASONABLE DETAIL (I) THE IDENTITY OF THE PROSPECTIVE TRANSFEREE (THE
"M&S PURCHASER"), (II) THE NUMBER OF EQUITY SECURITIES TO BE PURCHASED BY THE
M&S PURCHASER (SUCH SHARES, THE "M&S SALE SHARES"), (III) THE PRICE (THE "M&S
SALE PRICE") PER SHARE OF THE M&S SALE SHARES, (IV) THE PROPOSED CLOSING DATE
AND TIME OF SUCH TRANSFER, (V) THE NUMBER OF
22
EQUITY SECURITIES OWNED BY THE M&S TRANSFERORS ON THE DATE OF THE M&S SALE
NOTICE AND (VI) ANY OTHER MATERIAL TERMS AND CONDITIONS OF THE PROPOSED
TRANSFER.
IF, AFTER DELIVERY OF ANY M&S SALE NOTICE, ANY TERM SET FORTH IN
CLAUSES (I) THROUGH (VI) OF THE PRECEDING SENTENCE SHOULD CHANGE IN ANY MATERIAL
RESPECT, THE M&S TRANSFERORS SHALL DELIVER A NEW M&S SALE NOTICE INCORPORATING
SUCH CHANGED TERMS, AND THE PROVISIONS OF THIS SECTION 4.5 SHALL APPLY IN ALL
RESPECTS TO SUCH REVISED M&S SALE NOTICE.
(B)
YAHOO SHALL HAVE THE RIGHT TO PARTICIPATE IN THE M&S SALE AND TO REQUEST TO
SELL TO THE M&S PURCHASER, AND THE M&S TRANSFERORS SHALL UPON THE REQUEST OF
YAHOO REQUEST THAT THE M&S PURCHASER PURCHASE FROM YAHOO, ON THE SAME TERMS AND
CONDITIONS OFFERED TO THE M&S TRANSFERORS BY THE M&S PURCHASER AT THE M&S SALE
PRICE, A NUMBER OF EQUITY SECURITIES UP TO (I) THE AGGREGATE NUMBER OF EQUITY
SECURITIES OWNED BY YAHOO ON THE DATE OF THE M&S SALE NOTICE, MULTIPLIED BY (II)
A FRACTION, THE NUMERATOR OF WHICH SHALL BE THE NUMBER OF THE M&S SALE SHARES
AND THE DENOMINATOR OF WHICH SHALL BE THE NUMBER OF EQUITY SECURITIES OWNED IN
THE AGGREGATE BY THE M&S TRANSFERORS AND YAHOO ON THE DATE OF THE M&S SALE
NOTICE.
(C)
YAHOO MAY EXERCISE ITS TAG-ALONG RIGHTS UNDER THIS SECTION 4.5 BY
DELIVERING AN IRREVOCABLE WRITTEN NOTICE TO THE M&S TRANSFEROR AND THE COMPANY
NO LATER THAN THIRTY (30) DAYS AFTER RECEIPT OF THE M&S SALE NOTICE (INCLUDING
WITHOUT LIMITATION, A REVISED M&S SALE NOTICE CONTEMPLATED BY SECTION 4.5(A))
SETTING FORTH OF THE NUMBER OF EQUITY SECURITIES IT ELECTS TO SELL IN THE M&S
SALE.
NO EXERCISE OF RIGHTS WITH RESPECT TO AN M&S SALE NOTICE SHALL BIND YAHOO
WITH RESPECT TO ANY SUBSEQUENT RELATED REVISED M&S SALE NOTICE SERVED ON YAHOO
PURSUANT TO THE LAST SENTENCE OF SECTION 4.5(A).
(D)
IF YAHOO HAS ELECTED TO EXERCISE ITS TAG-ALONG RIGHTS HEREUNDER PURSUANT TO
SECTION 4.5(C) ABOVE, THE M&S TRANSFEROR SHALL NOT CONSUMMATE ANY M&S SALE
UNLESS THE M&S PURCHASER SHALL HAVE CONCURRENTLY PURCHASED FROM YAHOO THE NUMBER
OF EQUITY SECURITIES AS SET FORTH IN THE WRITTEN NOTICE FROM YAHOO AS PROVIDED
IN SECTION 4.5(C) ABOVE, ON THE SAME DATE AND AT THE PRICE DESCRIBED UNDER
SECTION 4.5(B) AND ON THE SAME TERMS AND CONDITIONS AND SUCH OTHER TERMS AND
CONDITIONS AS MAY BE REQUIRED BY