EXHIBIT 4
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AMENDMENT NO. 1 TO SECOND AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT
This Amendment No. 1 to Second Amended and Restated Investor Rights
Agreement (the "Amendment") dated as of March 27, 1996, is entered into by and
among Yahoo! Inc., a California corporation (the "Company"), and the other
parties hereto, with respect to the Second Amended and Restated Investor Rights
Agreement dated as of March 12, 1996, by and among the Company and the other
parties thereto (the "Agreement").
RECITALS
WHEREAS, the Company is issuing a Warrant (the "Visa Warrant") to Visa
International Service Association, a Delaware corporation ("Visa"), to acquire
350,000 shares of the Company's Common Stock (the shares of Common Stock
acquirable under the Visa Warrant are hereafter referred to as the "Visa Warrant
Shares");
WHEREAS, under the terms of the Visa Warrant, the Company is required
to grant to Visa with respect to the Warrant Shares the same registration rights
as granted, in Section 2.3 of the Agreement, to the Series A, Series B and
Series C Investors, as defined in the Agreement, and the Company wishes to make
such grant by amending the Agreement to make Visa a party thereto;
WHEREAS, under Section 1.1 of the Agreement the Company may amend the
Agreement only with the written consent of the Company and the holders of a
majority of the outstanding Registrable Securities, as defined in the Agreement
("Outstanding Series A, Series B and Series C Shares"); and
WHEREAS, to grant Visa the rights required under the Visa Warrant, the
parties hereto desire to enter into this Amendment in accordance with Section
1.1 of the Agreement.
NOW, THEREFORE, IT IS AGREED THAT:
1. Definitions. All capitalized terms used herein without definition
shall have the meanings ascribed to them in the Agreement.
2. Amendment.
(a) Section 2.1(b) of the Agreement is hereby amended as follows:
(b) The terms "REGISTRABLE SECURITIES" means:
(i) The Shares of Common Stock issuable or issued upon
conversion of the Series A Shares, Series B Shares and Series C Shares (the
Series A Shares, the Series B Shares and the Series C Shares sometimes
collectively referred to as the "STOCK");
(ii) Any other shares of Common Stock of the Company issued
as (or issuable upon the conversion or exercise of any warrant, right or other
security which is issued as) a dividend or other distribution with respect to,
or in exchange for or in replacement of, the Stock, excluding in all cases,
however, any Registrable Securities sold by a person in a transaction in which
his or her rights under this Agreement are not assigned; and
(iii) For purposes of Section 2.3 of the Agreement only
(relating to certain "piggyback registration rights"), the Visa Warrant Shares,
and any other shares of Common Stock of the Company issued as (or issuable upon
the conversion or exercise of any warrant, right or other security which is
issued as) a dividend or other distribution with respect to, or in exchange for
or in replacement of, the Visa Warrant Shares, excluding in all cases, however,
any Registrable Securities sold by a person in a transaction in which his or her
rights under this Agreement are not assigned.
provided, however, that Common Stock or other securities shall only be treated
as Registrable Securities if and so long as they have not been (A) sold to or
through a broker or dealer or underwriter in a public distribution or a public
securities transaction, or (B) sold in a transaction exempt from the
registration and prospectus delivery requirements of the Securities Act under
Section 4(1) thereof so that all transfer restrictions, and restrictive legends
with respect thereto, if any, are removed upon the consummation of such sale.
3. Visa. Upon the effectiveness of this Amendment, as provided in
Section 4 hereof, Visa agrees to be bound by all of the terms and conditions of
the Agreement.
4. Effect of Amendment. Except as amended as set forth above, the
Agreement shall continue in full force and effect.
5. Counterparts. This Amendment may be signed in one or more
counterparts, each of which shall be deemed an original and all of which, taken
together, shall be deemed one and the same document.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
YAHOO! INC. SEQUOIA TECHNOLOGY PARTNERS VI
SEQUOIA XXIV
By: SEQUOIA CAPITAL VI
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Title: By:
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Title:
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SOFTBANK HOLDINGS INC.
By:
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Title:
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VISA INTERNATIONAL SERVICE
COPORATION
By:
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Title:
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