Joint Venture Agreement - SOFTBANK Corp. and Yahoo! Inc.
AMENDMENT AGREEMENT
This Agreement is made and entered into this 17th day of September, 1997, by
and between Softbank Corporation, a Japanese corporation ("Softbank"), and
Yahoo! Inc., a California corporation ("Yahoo!"), for the purpose of
proposing the following amendments to the Joint Venture Agreement, dated
April 1, 1996, and entered into between Softbank and Yahoo!.
The parties hereby agree as follows:
1. Amendment of Joint Venture Agreement
(a) Board of Directors and Statutory Auditors:
All of Section 6 of the Joint Venture Agreement shall be deleted and the
parties shall agree that the Directors, Statutory Auditor, Representative
Director and President of Yahoo! Japan Corporation, a Japanese corporation
("Yahoo! Japan"), shall be elected pursuant to the Articles of Incorporation
of Yahoo! Japan and applicable laws of Japan. The parties shall agree to
vote their shares so as to elect XX Softbank representative and XX Yahoo!
representative to the Board, so long as the party so represented continues to
hold at least X% of Yahoo! Japan's issued and outstanding shares. The
parties shall further agree that the number of directors shall initially be
set at 5, and that they will not vote to increase or decrease the authorized
number of directors without each other's consent.
(b) Management of Yahoo! Japan:
All of Section 7 of the Joint Venture Agreement shall be deleted and the
parties shall agree that Yahoo! Japan shall be managed pursuant to the
Articles of Incorporation of Yahoo! Japan and applicable laws of Japan. The
parties shall agree to only vote with Yahoo!'s consent with respect to a
merger or consolidation of Yahoo! Japan in which its shareholders do not
retain a majority of the voting power in the surviving corporation, or a sale
of all or substantially all of Yahoo! Japan's assets. Each such event is
referred to as an "Acquisition."
(c) Additional Capital:
All of Section 8 of the Joint Venture Agreement shall be deleted and the
parties shall agree that the issuance of any additional shares of capital
stock of Yahoo! Japan and loan guarantees and loans to Yahoo! Japan by any of
its shareholders shall be made pursuant to the Articles of Incorporation of
Yahoo! Japan and applicable laws of Japan. The parties shall agree to not
vote in favor of any future issuances of Yahoo! Japan's stock without
Yahoo!'s consent, excepting issuances to employees pursuant to an employee
stock option plan and other similar issuances. Yahoo! and Softbank will
agree on the size of the employee pool prior to the effectiveness of this
Agreement pursuant to Section 3 below.
(d) Accounting and Access to Information:
All of Section 10 of the Joint Venture Agreement shall be deleted and the
parties shall agree that the accounting of and the shareholders' access to
information of Yahoo! Japan shall be made pursuant to the Articles of
Incorporation of Yahoo! Japan and applicable laws of Japan.
(e) Provisions to be added:
The parties shall agree that the following provisions shall be added to the
Joint Venture Agreement;
i) The parties shall agree to not vote on any amendments to the Articles
of Incorporation of Yahoo! Japan that adversely affects either party without
each other's consent,
ii) Each party shall give the other party a 20 day prior written notice
of its intention to sell Yahoo! Japan's shares,
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FILED SEPARATELY WITH THE COMMISSION.
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iii) Before either party can purchase additional shares of Yahoo! Japan's
stock on the open market from any third party, such purchasing party must
obtain prior written consent of the other party,
iv) Before either party can sell its shares to a third party (including
open-market sales), it must provide the non-selling party with a right of
first refusal to purchase such shares on the same terms and conditions being
offered to the third party (including any underwritten or other offering into
the public market), and
v) If the non-selling party declines to purchase the selling party's
shares in Yahoo! Japan, the non-selling party shall have the right to
participate in the sale of such shares by the selling party to the third
party on a pro rata basis.
3. Effectiveness of Amendments
All of the amendments described herein shall become effective only upon and
after the effectiveness of the firmly underwritten initial offering of Yahoo!
Japan's Common Stock on a principal securities exchange in Japan (a
"Qualified IPO") that results in Yahoo! owning no less than XX of the voting
power of Yahoo! Japan (assuming issuances of all of the shares reserved for
the employee pool).
4. Remains of the Joint Venture
Except as expressly amended hereunder, any and all terms of the Joint Venture
Agreement shall remain in full force and effect.
5. Governing Law
This Agreement shall be governed and construed in accordance with the laws of
Japan.
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[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS
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In witness whereof, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.
YAHOO! INC. SOFTBANK CORPORATION
By: /s/ JERRY CHIH-YUAN YANG By: /s/ MASAYOSHI SON
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Name: Jerry Chih-Yuan Yang Name: Masayoshi Son
Title: Chief Yahoo Title: President
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[X] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS
FILED SEPARATELY WITH THE COMMISSION.