OF CLAUSES (I) AND (II), SUCH
ACCEPTANCE SHALL INDICATE A WILLINGNESS TO PURCHASE AT THE SAME PER SHARE PRICE
AT WHICH SUCH SECURITIES ARE SOLD TO THE PUBLIC (LESS UNDERWRITING FEES AND
DISCOUNTS, WHICH DIFFERENCE SHALL BE SHARED EQUALLY BY THE PARTY EXERCISING THE
PREEMPTIVE RIGHTS AND THE COMPANY) AND MAY SPECIFY A MAXIMUM AND/OR MINIMUM PER
SHARE PRICE THAT SUCH OFFEREE IS WILLING TO PAY FOR SUCH EQUITY SECURITIES.
THE
CLOSING OF ANY PURCHASE OF ADDITIONAL SECURITIES PURSUANT TO THE EXERCISE BY
YAHOO, THE MANAGEMENT MEMBERS OR SOFTBANK OF PREEMPTIVE RIGHTS HEREUNDER SHALL
OCCUR WITHIN SIXTY (60) DAYS AFTER DELIVERY OF THE NOTICE BY THE COMPANY AS
PROVIDED IN SECTION 6.1(A),
30
SUBJECT TO THE RECEIPT OF ANY NECESSARY GOVERNMENTAL APPROVALS TO WHICH THE
ISSUANCE OF ADDITIONAL SECURITIES IS SUBJECT, PROVIDED, THAT SUCH SIXTY (60) DAY
PERIOD SHALL BE EXTENDED AUTOMATICALLY AS NECESSARY TO APPLY FOR AND OBTAIN ANY
GOVERNMENTAL APPROVALS THAT ARE REQUIRED TO CONSUMMATE SUCH PURCHASE, SO LONG AS
THE PURCHASER IS MAKING GOOD FAITH EFFORTS TO OBTAIN SUCH GOVERNMENTAL APPROVALS
AS SOON AS PRACTICABLE IN ACCORDANCE WITH APPLICABLE LAW.
IF THERE IS ANY SUCH
EXTENSION, THE RELEVANT PERIOD WILL END ON THE FIFTH BUSINESS DAY FOLLOWING THE
RECEIPT OF SUCH GOVERNMENTAL APPROVALS.
6.4
SURVIVAL OF RIGHTS.
THE PROVISIONS SET FORTH IN SECTION 6.1 SHALL CONTINUE
TO BE EFFECTIVE FOLLOWING THE IPO, PROVIDED, THAT, NOTWITHSTANDING THE
OCCURRENCE OF AN IPO, EACH SHAREHOLDER'S PREEMPTIVE RIGHT SET FORTH IN SECTION
6.1 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.
7.
REPRESENTATIONS AND WARRANTIES.
Each Shareholder represents and warrants to the Company and each other
Shareholder that:
7.1
POWER AND AUTHORITY.
SUCH SHAREHOLDER HAS THE POWER, AUTHORITY AND
CAPACITY (OR, IN THE CASE OF ANY SHAREHOLDER THAT IS A CORPORATION, LIMITED
LIABILITY COMPANY OR LIMITED PARTNERSHIP, ALL CORPORATE LIMITED LIABILITY
COMPANY OR LIMITED PARTNERSHIP POWER AND AUTHORITY, AS THE CASE MAY BE) TO
EXECUTE, DELIVER AND PERFORM THIS AGREEMENT.
7.2
DUE AUTHORIZATION.
IN THE CASE OF A SHAREHOLDER THAT IS A CORPORATION,
LIMITED LIABILITY COMPANY OR LIMITED PARTNERSHIP, THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT BY SUCH SHAREHOLDER HAS BEEN DULY AND VALIDLY
AUTHORIZED AND APPROVED BY ALL NECESSARY CORPORATE LIMITED LIABILITY COMPANY OR
LIMITED PARTNERSHIP ACTION, AS THE CASE MAY BE.
IN THE CASE OF A SHAREHOLDER
THAT IS AN INDIVIDUAL, THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT
BY SUCH SHAREHOLDER ARE WITHIN SUCH SHAREHOLDER'S FULL POWER AND LEGAL RIGHTS
AND NO OTHER ACTION ON THE PART OF SUCH SHAREHOLDER (INCLUDING, WITHOUT
LIMITATION, OBTAINING SPOUSAL OR OTHER CONSENTS) IS NECESSARY TO AUTHORIZE THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
7.3
EXECUTION AND DELIVERY.
THIS AGREEMENT HAS BEEN DULY AND VALIDLY EXECUTED
AND DELIVERED BY SUCH SHAREHOLDER AND CONSTITUTES A VALID AND LEGALLY BINDING
OBLIGATION OF SUCH SHAREHOLDER ENFORCEABLE AGAINST SUCH SHAREHOLDER IN
ACCORDANCE WITH ITS TERMS.
7.4
NO CONFLICT.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY