SUCH SHAREHOLDER DOES NOT AND WILL NOT CONFLICT WITH, VIOLATE THE TERMS OF
31
OR RESULT IN THE ACCELERATION OF ANY OBLIGATION UNDER (I) ANY MATERIAL CONTRACT,
COMMITMENT OR OTHER MATERIAL INSTRUMENT TO WHICH SUCH SHAREHOLDER IS A PARTY OR
BY WHICH SUCH SHAREHOLDER IS BOUND, (II) IN THE CASE OF A SHAREHOLDER OR ANY OF
ITS SUBORDINATE SHAREHOLDERS THAT IS A CORPORATION, LIMITED LIABILITY COMPANY OR
LIMITED PARTNERSHIP, THE CERTIFICATE OF INCORPORATION, BY-LAWS, CERTIFICATE OF
FORMATION, LIMITED LIABILITY COMPANY AGREEMENT, CERTIFICATE OF LIMITED
PARTNERSHIP OR LIMITED PARTNERSHIP AGREEMENT, AS THE CASE MAY BE, OF SUCH
SHAREHOLDER OR (III) ANY APPLICABLE LAW.
7.5
SHARE OWNERSHIP.
WITH RESPECT TO EACH SHAREHOLDER, SCHEDULE C HERETO SETS
FORTH (I) THE NUMBER AND TYPE OF EQUITY SECURITIES OWNED BY SUCH SHAREHOLDER,
AND (II) THE NAME OF EACH PERSON HOLDING EQUITY SECURITIES THAT ARE DEEMED TO BE
OWNED BY SUCH SHAREHOLDER PURSUANT TO SECTION 2.9 AND THE NUMBER AND TYPE OF
EQUITY SECURITIES HELD BY EACH SUCH PERSON.
FROM AND AFTER THE DATE HEREOF,
EACH SHAREHOLDER SHALL PROMPTLY NOTIFY EACH OTHER SHAREHOLDER OF ANY CHANGES TO
THE INFORMATION CONTAINED IN SCHEDULE C WITH RESPECT TO SUCH SHAREHOLDER OR ANY
OF ITS SUBORDINATE SHAREHOLDERS.
8.
COVENANTS.
8.1
STANDSTILL.
NO SHAREHOLDER MAY ACQUIRE ANY EQUITY SECURITIES OF THE
COMPANY IF IMMEDIATELY FOLLOWING SUCH ACQUISITION SUCH SHAREHOLDER SHALL OWN 50%
OR MORE OF THE OUTSTANDING VOTING POWER OR ECONOMIC BENEFIT OF THE COMPANY
WITHOUT THE PRIOR WRITTEN APPROVAL OF JM, (OR IN THE CASE OF ANY MANAGEMENT
MEMBER, WITHOUT THE CONSENT OF YAHOO AND SOFTBANK), PROVIDED, THAT THE APPROVAL
RIGHT OF JM IN THIS SECTION 8.1 SHALL TERMINATE UPON THE EARLIEST TO OCCUR OF
(I) THE SECOND ANNIVERSARY OF THE CLOSING OF THE IPO, (II) THE FIFTH ANNIVERSARY
OF THE CLOSING DATE, (III) JM CEASING TO BE BOTH THE CHIEF EXECUTIVE OFFICER AND
A DIRECTOR OF THE COMPANY AND (IV) JM CEASING TO OWN AT LEAST 1% OF THE
OUTSTANDING ORDINARY SHARES ON A FULLY DILUTED BASIS.
8.2
CHIEF EXECUTIVE OFFICER.
JM SHALL CONTINUE TO BE THE COMPANY'S CHIEF
EXECUTIVE OFFICER FOLLOWING THE CLOSING DATE.
EACH OF YAHOO, SOFTBANK AND THE
MANAGEMENT MEMBERS AGREE THAT THEY WILL ENSURE THAT THEIR RESPECTIVE DESIGNATED
DIRECTORS SHALL VOTE IN FAVOR OF JM CONTINUING TO SERVE AS THE COMPANY'S CHIEF
EXECUTIVE OFFICER, UNLESS HE IS REMOVED EARLIER FOR CAUSE, UNTIL THE EARLIER TO
OCCUR OF (I) THE CLOSING DATE OF THE IPO, (II) THE FIFTH ANNIVERSARY OF THE
CLOSING DATE, AND (III) HIS RESIGNATION, RETIREMENT, DEATH OR INCAPACITY.
8.3
COMPLIANCE OFFICER.
THE COMPANY AND YAHOO WILL MUTUALLY AGREE ON THE
APPOINTMENT OF CERTAIN PERSONNEL IN THE LEGAL AND FINANCE DEPARTMENTS OF THE
COMPANY (THE "COMPLIANCE OFFICERS").
AMONG OTHER DUTIES, THE COMPLIANCE
OFFICERS SHALL PROVIDE ASSISTANCE TO YAHOO IN RELATION TO YAHOO'S COMPLIANCE
WITH APPLICABLE LAW (INCLUDING, WITHOUT LIMITATION, UNITED STATES SECURITIES
LAWS), AND NASDAQ AND STOCK EXCHANGE RULES AND REQUIREMENTS, IN EACH CASE, WITH
RESPECT TO THE COMPANY.
EXCEPT FOR CAUSE, THE COMPANY SHALL NOT REMOVE ANY
COMPLIANCE OFFICER WITHOUT YAHOO'S