Yahoo Joint Venture Agreement

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 establish 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)           business cooperation with a Japanese version of “Yahoo! Internet Life” (or one or more similar publications) published by Ziff-Davis Publishing company;

(vi)          production of a Japanese version of the online publication “ZD/Yahoo! computing” (or one or more similar publications) to be published on the Internet by Ziff-Davis Publishing Company; 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, 1600 shares of Common Stock of the Company (the “Shares”) at a price of ¥50,000 per share so that after such sale SOFTBANK shall own 2,400 shares of Common Stock and Yahoo shall own 1,600 shares of Common Stock of the Company.

(b)           Concurrently with the execution of this Agreement, SOFTBANK shall deliver to Yahoo stock certificates representing the Shares and registered in the name of Yahoo, against payment by Yahoo of ¥80,000,000 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, 1996 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 and has full power and authority to carry on its business as contemplated in this Agreement.  Attached 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 16,000 shares of Common Stock, par value ¥50,000 per share, of which 4,000 shares are issued and outstanding. Prior to the Closing, SOFTBANK purchased such 4,000 shares for a purchase price of ¥50,000 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 Company, 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 physical 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 any contracts, except as  contemplated by this Agreement and the Company has net assets of ¥200,000 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 respects 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 with the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby other than as described in Section 15 hereof.