Joint Ventures Agreement for Yahoo Japan

JOINT VENTURE AGREEMENT



-----------------------









SOFTBANK Corporation





Yahoo! Inc.









Dated as of April 1, 1996









[X] CONFIDENTIAL TREATMENT REQUESTED









JOINT VENTURE AGREEMENT





JOINT VENTURE AGREEMENT, dated as of April 1, 1996, by and between SOFTBANK Corporation, a Japanese corporation ("SOFTBANK"), and Yahoo! Inc., a California corporation ("Yahoo").



WHEREAS, Yahoo offers in the United States and certain other geographic areas certain on-line navigational services on the World Wide Web, including, without limitation, the Yahoo! Internet Guide.



WHEREAS, SOFTBANK is a leading computer publisher and software distributor in Japan;



WHEREAS, SOFTBANK indirectly owns a minority interest in Yahoo; and



WHEREAS, SOFTBANK and Yahoo wish to form a joint venture company in Japan called Yahoo Japan Corporation (the "Company"), to esta blish and manage in Japan a Japanese version of the Yahoo Internet Guide, develop related Japanese on-line navigational services, and conduct other related businesses;



NOW, THEREFORE, the parties hereby agree as follows:



1. OBJECTIVES OF THE COMPANY



The objectives of the Company shall be to engage in the businesses set forth below:



(i) establishment and management in Japan of a Japanese version of

the Yahoo Internet Guide;



(ii) development of related Japanese on-line navigational services;



(iii) related sale of on-line advertisement space;



(iv) addition of Japanese specific informational content to the mirror

site database in Japan;



(v) [XXXX]





[X] CONFIDENTIAL TREATMENT REQUESTED







XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX;



(vi) [XXXX]; and



(vii) other businesses relating to the foregoing as agreed upon by the

parties from time to time.



2. SALE AND PURCHASE OF SHARES; OWNERSHIP OF THE COMPANY.



(a) Subject to the terms and conditions hereof, SOFTBANK agrees to sell, and Yahoo agrees to purchase, XXXXX shares of Common Stock of the Company (the "Shares") at a price of XXXXXX per share so that after such sale SOFTBANK shall own XXXXXX shares of Common Stock and Yahoo shall own XXXXXX shares of Common Stock of the Company.



(b) Concurrently with the execution of this Agreement, SOFTBANK shall deliver to Yahoo stock certif icates representing the Shares and registered in the name of Yahoo, against payment by Yahoo of [XXXX] therefor in immediately available funds to a bank account designated by SOFTBANK.



3. REPRESENTATIONS AND WARRANTIES OF SOFTBANK



SOFTBANK hereby represents and warrants to Yahoo as follows:



(a) SOFTBANK has been duly incorporated, and is a validly existing corporation under the laws of Japan and has full power and authority to enter into and perform this Agreement.



(b) This Agreement has been duly authorized, executed and delivered by SOFTBANK and constitutes a valid and binding agreement of SOFTBANK, enforceable against SOFTBANK in accordance with its terms.



(c) The Company has been incorporated on January 31, 19 96 as a Kabushiki Kaisha (a stock limited company). The registered office of the Company is at 3-42-3, Nihonbashi-Hamacho, Chuo-ku, Tokyo 103, Japan. The Company has been duly incorporated and is a validly existing corporation under the laws of Japan an d has full power and authority to carry on its business as contemplated in this Agreement. Attached





[X] CONFIDENTIAL TREATMENT REQUESTED







hereto as Exhibit A is a true and correct copy of the Articles of Incorporation of the Company ("teikan") and a true and complete English translation thereof.



(d) The Company's authorized capital is [XXXX] shares of Common Stock, par value [XXXX] per share, of which [XXXX] shares are issued and outstanding. Prior to the Closing, SOFTBA NK purchased such [XXXX] shares for a purchase price of [XXXX] per share in cash, and SOFTBANK owns all of such issued and outstanding shares of the Company. There are no options, warrants or commitments of any kind relating to the capital stock of the C ompany, including any preemptive or other rights to purchase its capital stock.



(e) The Shares have been duly authorized (including any required approval by the Board of Directors of the Company) and validly issued and are fully paid and non-assessable. Title to the Shares will be transferred from SOFTBANK to Yahoo upon phy sical delivery of the stock certificates to Yahoo at the Closing, free and clear of all liens, encumbrances, equities or claims.



(f) Prior to the Closing, the Company has not been engaged in any business or activities and has not entered into to a ny contracts, except as contemplated by this Agreement and the Company has net assets of [XXXX] in the form of cash and cash equivalents.



(g) The Company has no liabilities, contingent or otherwise, and the Company has complied in all material re spects with all laws and regulations. There is no litigation pending or threatened, and no basis therefor known to the Company, to which the Company is or would be a party, to which any of the Company's assets are or would be subject, or which question or challenge this Agreement or the transactions contemplated hereby.



(h) No consent, approval or authorization of or declaration or filing with any governmental authority or other person or entity on the part of SOFTBANK is required in connection wi th the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby other than as described in Section 15 hereof.



(i) A certified copy of the commercial register of the Company (and a true and complete English translation thereof) is attached to this Agreement as Exhibit B, and all information contained therein is complete and accurate.



4. REPRESENTATIONS AND WARRANTIES OF YAHOO



Yahoo represents and warrants to SOFTBANK as follows:





[X] CONFIDENTIAL TREATMENT REQUESTED







(a) Yahoo has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of California, and has full power and authority to enter into and perform this Agreement.



(b) This Agreement has been duly authorized, executed and delivered by Yahoo and constitutes a valid and binding agreement of Yahoo, enforceable against Yahoo in accordance with its terms.



(c) No consent, approval or autho rization of or declaration or filing with any governmental authority or other person or entity on the part of Yahoo is required in connection with the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby othe r than as described in Section 15 hereof.



5. LICENSE AGREEMENT



Concurrently with the execution of this Agreement, Yahoo shall enter into a license agreement, in the form of Exhibit C attached hereto (the "License Agreement"), with the Company.



6. BOARD OF DIRECTORS; STATUTORY AUDITORS



(a) The total number of Directors comprising the Board shall be five. SOFTBANK shall designate [XXXX] Directors, [XXXX], and Yahoo shall designate XXXXXX Directors.



(b) The Company shall have one Statutory Auditor, which shall be designated by SOFTBANK.



(c) The Company shall have one Representative Director, who shall be the President. The President and Representative Director shall be a nominee of SOFTBANK.



(d) In case of a vacancy in the office of Director, Statutory Auditor or Representative Director during the term of office for whatever reason, the vacancy shall be filled by the party that nominated the Director, Statutory Auditor or Representative Director whose of fice became vacant.



(e) At any annual or special meeting of shareholders or any meeting of the Board of Directors called for such purpose, each party shall vote or cause to be voted all shares owned by it for the election of nominees designated a s Directors, Statutory Auditor or Representative Director in accordance with this Section 6 and otherwise as may be necessary to implement the provisions of this Agreement.





[X] CONFIDENTIAL TREATMENT REQUESTED









(f) No change shall be made in the number and/or allocation of Directors, Statutory Auditor or Representative Director as stated in this Section 6 or in the Articles of Incorporation of the Company; provided that if the parties' respective shareholdings change, t he parties shall adjust the number and allocation of Directors and the designation or nomination of the Statutory Auditor or Representative Director if and to the extent appropriate so that their respective representation on the Board and in the Company i s generally proportionate to their respective shareholdings.



7. MANAGEMENT OF THE COMPANY



(a) The Board of Directors of the Company shall be responsible for establishing the overall policy and operating procedures with respect to the business affairs of the Company.



(b) Except as otherwise required by mandatory provisions of law and as otherwise provided herein, resolutions of the Board of Directors shall be adopted only by the affirmative vote of a majority of the Directors present a t a meeting duly called at which a quorum is present. A majority of the Board of Directors shall constitute a quorum for the transaction of business provided at least one Director designated by Yahoo is present. Board meetings shall be held in Japan in accordance with applicable law provided that the Board of Directors shall meet no less frequently than once in each calendar month. Any Director may attend a Board meeting by conference telephone.



(c) Notwithstanding the general provisions set forth above, in addition to any special approval requirements under the Articles of Incorporation or under law, each of the following corporate actions may be taken by the Company only (i) in the ca s e of any action that is permitted by law or under the Articles of Incorporation to be taken by the Board of Directors alone, upon authorization by affirmative vote of at least one SOFTBANK director and at least one Yahoo director and (ii) in the case of a ctions required by law or the Articles of Incorporation to be approved by the Company's shareholders, upon authorization by affirmative vote of both Yahoo and SOFTBANK as shareholders:



(i) any merger or consolidation, whether or not the Company is the

surviving corporation; any sale, lease, exchange or other disposition of

all or substantially all of the assets of the Company; any acquisition of

all or substantially all of the capital stock or assets of any other

entity; or th ...