Yahoo Inc Sample Contracts

Altaba Inc. – September 30, 2018 June 30, 2018 ASSETS Cash $ 11,207 $ 2,635 Foreign currency (cost $489) 487 325 Receivable for investments sold 702,242 144,369 Interest receivable 14,720 14,996 Unaffiliated investments, at value including: 15,497,570 6,270,810 Marketable securities, $15,216,763 as of September 30, 2018 Equity securities and call options, $280,807 as of September 30, 2018 Affiliated investments 46,682,054 77,735,704 Investment in controlled affiliate 250,000 635,000 Other assets 78,060 155,087 Total assets $ 63,236,340 $ 84,958,926 LIABILITIES Deferred tax liabilities on unrealized apprecia (October 31st, 2018)
Altaba Inc. – ALTABA ANNOUNCES AGREEMENT TO SELL UP TO 613,888,888 SHARES OF YAHOO JAPAN CORPORATION TO SOFTBANK CORP. FOR JPY 360 PER SHARE IN CASH ALTABA AND SOFTBANK TERMINATE JOINT VENTURE AGREEMENT RELATING TO YAHOO JAPAN (July 10th, 2018)

NEW YORK — July 9, 2018 — Altaba Inc. (“Altaba” or the “Fund”) (NASDAQ: AABA) announced that it has entered into a definitive agreement with SoftBank Corp., which is currently a wholly-owned subsidiary of SoftBank Group Corp., to sell up to 613,888,888 shares of Yahoo Japan Corporation common stock that it currently holds to SoftBank Corp. for JPY 360 (approximately US$ 3.26) per share in cash. The price is the closing price of Yahoo Japan common stock as quoted on the Tokyo Stock Exchange on July 9, 2018, Tokyo time, the last quoted price prior to this announcement.

Altaba Inc. – UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION (April 25th, 2018)

In view of the foregoing, the Commission deems it appropriate to impose the sanctions agreed to in Respondent Yahoo’s Offer.

Altaba Inc. – March 31, 2018 December 31, 2017 ASSETS Cash $ 2 $ 137 Foreign currency (cost $263) 273 268 Receivable for investment securities sold 4,771 — Interest receivable 22,847 13,810 Unaffiliated investments, at value including: 7,414,713 4,799,771 Marketable securities, $6,808,028 as of March 31, 2018 Equity securities and call options, $606,685 as of March 31, 2018 Affiliated investments 79,884,223 75,587,070 Investment in controlled affiliate 640,000 665,000 Dididend receivable 160,446 — Other assets 157,497 137,030 Total assets $ 88,284,772 $ 81,203,086 LIABILITIES Convertible notes $ 1,388,078 $ (April 23rd, 2018)
Altaba Inc. – September 30, 2017 June 30, 2017 ASSETS Cash $ 362 $ 100 Receivable for investment securities sold 55,000 — Interest receivable 21,507 24,663 Unaffiliated investments, at value including: 8,146,181 9,533,384 Marketable securities, $7,694,468 as of September 30, 2017 Equity securities and call options, $451,713 as of September 30, 2017 Affiliated investments 75,991,399 62,960,559 Investment in controlled affiliate 675,000 665,000 Other assets 146,901 190,556 Total assets $ 85,036,350 $ 73,374,262 LIABILITIES Convertible notes $ 1,352,129 $ 1,334,506 Deferred tax liabilities on unrealized apprec (November 20th, 2017)
Altaba Inc. – STIPULATION AND [PROPOSED] ORDER REGARDING NOTICE TO STOCKHOLDERS, DISMISSAL OF ACTION, AND PAYMENT OF ATTORNEYS’ FEES AND EXPENSES (August 17th, 2017)

IT IS HEREBY STIPULATED AND AGREED, by the parties hereto, through their undersigned counsel, subject to the approval of the Court, WHEREAS:

Altaba Inc. – ALTABA INC. LONG-TERM DEFERRED COMPENSATION INCENTIVE PLAN GRANT NOTICE (August 15th, 2017)

Altaba Inc., a Delaware corporation (the “Company”) hereby grants to the individual identified below (the “Participant”) an Incentive Award (the “Incentive Award”), with an initial value set forth below, pursuant to the Altaba Inc. Long-Term Deferred Compensation Incentive Plan, as may be amended from time to time (the “Plan”). This Incentive Award is subject to all of the terms and conditions of this Grant Notice (the “Grant Notice”) and the Incentive Award Agreement attached hereto as Exhibit A (the “Award Agreement”) and the Plan, each of which is incorporated herein by reference. Except as otherwise expressly provided herein, all capitalized terms used in this Grant Notice, but not defined, shall have the meanings set forth in the Award Agreement.

Altaba Inc. – Altaba Inc. Long-Term Deferred Compensation Incentive Plan (August 15th, 2017)

Altaba Inc., a Delaware corporation, (the “Company”) hereby adopts and establishes this Altaba Inc. Long-Term Deferred Compensation Incentive Plan (the “Plan”) in order to permit the deferral of certain compensation to which eligible directors, executive officers and other key employees of the Company may become entitled, which deferred amounts will be subject to vesting, measurement and payout based on the Company’s achievement of certain performance criteria relating to the change in the trading discount of the Company’s common stock pursuant to the terms and conditions set forth herein.

Altaba Inc. – ALTABA INC. LONG-TERM DEFERRED COMPENSATION INCENTIVE PLAN DEFERRAL ELECTION FORM (August 15th, 2017)

This Deferral Election Form (the “Deferral Election Form”) specifies my election under the Altaba Inc. Long-Term Deferred Compensation Incentive Plan, as may be amended from time to time (the “Plan”). I understand that this election shall at all times remain subject to the terms of the Plan. All capitalized terms used herein and not defined shall have the meanings provided in the Plan.

Altaba Inc. – Description Expiration Principal $ /Shares / Units Fair Value $ Affiliated investments at fair value — 120.7% Common shares - 120.7% Alibaba Group Holdings Limited (1)(2) 383,565,416 51,812,016 Yahoo Japan Corporation (2) 2,025,923,000 8,674,961 Gomaji Corp., Ltd. (1) 3,589,942 4,618 Hortonworks, Inc. - Common Shares (1) 3,845,806 48,726 Warrants - 0.1% Hortonworks, Inc. - Common Warrants - Exercise Price: $8.46 (1) 6/9/2023 476,368 3,368 Hortonworks, Inc. - Series A Stock Warrants - Exercise Price: $0.01 (1) 6/30/2020 3,250,000 41,178 Total affiliated investments at fair value (cost — $5,719, (July 31st, 2017)

At Inception Date, the tax basis cost of the Fund’s investments was $14,054,643 and the unrealized appreciation and depreciation were $60,149,573 and ($28,837), respectively, with a net unrealized appreciation of $60,120,736.

Yahoo Inc – [OPTION AMENDMENT FOR OPTIONEES WHO REMAIN EMPLOYED BY ALTABA] [date] (May 9th, 2017)

This letter amends the award agreements that govern your outstanding stock options (your “Options”) that were granted or assumed by Yahoo! Inc. (the “Company”) as described below.

Yahoo Inc – YAHOO! INC. NOTICE OF RESTRICTED STOCK UNIT GRANT (May 9th, 2017)

By your acceptance of this award through the Company’s online acceptance procedure (or by your signature and the signature of the Company’s representative below):

Yahoo Inc – RESOLUTIONS OF THE BOARD OF DIRECTORS OF YAHOO! INC. AMENDING THE DIRECTORS’ STOCK PLAN March 10, 2017 (May 9th, 2017)

WHEREAS, Yahoo! Inc. (the “Company”) and Verizon Communications Inc. (“Verizon”) entered into a Stock Purchase Agreement, dated July 23, 2016, as amended February 20, 2017 (the “Stock Purchase Agreement”), pursuant to which the Company has agreed to sell, and Verizon has agreed to purchase (the “Sale”), all of the outstanding shares of Yahoo Holdings, Inc., a wholly-owned subsidiary of the Company (“Yahoo Holdings”) (and, prior to the sale of Yahoo Holdings, to cause Yahoo Holdings to sell to a foreign subsidiary of Verizon all of the equity interests in a newly formed foreign subsidiary of Yahoo Holdings that will hold certain foreign subsidiaries relating to the operating business), which, immediately prior to the consummation of the Sale, will own the Company’s operating business;

Yahoo Inc – 2017 Executive Incentive Plan (May 9th, 2017)
Yahoo Inc – Yahoo Reports First Quarter 2017 Results (April 18th, 2017)

As previously announced, beginning in the second quarter of 2016, GAAP revenue and cost of revenue – TAC are impacted by a required change in revenue presentation related to the Eleventh Amendment to the Microsoft Search Agreement (“Change in Revenue Presentation,” as discussed below). For the first quarter of 2017, the Change in Revenue Presentation contributed $304 million to each of GAAP revenue and cost of revenue – TAC. Excluding the impact of this change, GAAP revenue would have been $1,023 million, a 6 percent decrease from the first quarter of 2016, and cost of revenue – TAC would have been $190 million, a 17 percent decrease from the first quarter of 2016.

Yahoo Inc – March 10, 2017 (March 13th, 2017)

I am pleased to offer you the position of Chief Executive Officer of Altaba Inc. (the “Company”) reporting to the Board of Directors of the Company. Should you accept this offer, this signed letter shall constitute your employment agreement with the Company (the “Agreement”) and it will be effective on the date of the Closing, as that term is defined in the Stock Purchase Agreement by and among the Company and Verizon Communications Inc., dated as of July 23, 2016 (the “Effective Date”). You will continue to serve as a member of the Board of Directors of the Company as of the Effective Date.

Yahoo Inc – March 10, 2017 (March 13th, 2017)

I am pleased to offer you the position of Deputy General Counsel and Chief Compliance Officer of Altaba Inc. (the “Company”) reporting to the General Counsel of the Company and to the Board of Directors to the extent required by the Investment Company Act of 1940, as amended. Should you accept this offer, this signed letter shall constitute your employment agreement with the Company (the “Agreement”) and will be effective on the date of the Closing, as that term is defined in the Stock Purchase Agreement by and among the Company and Verizon Communications Inc., dated as of July 23, 2016 (the “Effective Date”).

Yahoo Inc – March 10, 2017 (March 13th, 2017)

I am pleased to offer you the position of Chief Financial and Accounting Officer of Altaba Inc. (the “Company”) reporting to the Chief Executive Officer of the Company. Should you accept this offer, this signed letter shall constitute your employment agreement with the Company (the “Agreement”) and it will be effective on the date of the Closing, as that term is defined in the Stock Purchase Agreement by and among the Company and Verizon Communications Inc., dated as of July 23, 2016 (the “Effective Date”).

Yahoo Inc – March 10, 2017 (March 13th, 2017)

I am pleased to offer you the position of General Counsel and Secretary of Yahoo! Inc. (the “Company”). Should you accept this offer, this signed letter shall constitute your employment agreement with the Company (the “Agreement”) and will be effective as of the date hereof (the “Effective Date”). During the period commencing on the Effective Date and ending on the date of the Closing, as that term is defined in the Stock Purchase Agreement by and among the Company and Verizon Communications Inc., dated as of July 23, 2016 (the “Closing Date”), you shall report to both the CEO of the Company and to the Chairman of the Board of Directors of the Company. Effective as of the Closing Date, you shall report to the CEO of the Company.

Yahoo Inc – March 10, 2017 (March 13th, 2017)

I am pleased to offer you the position of Deputy General Counsel and Chief Compliance Officer of Altaba Inc. (the “Company”) reporting to the General Counsel of the Company and to the Board of Directors to the extent required by the Investment Company Act of 1940, as amended. Should you accept this offer, this signed letter shall constitute your employment agreement with the Company (the “Agreement”) and will be effective on the date of the Closing, as that term is defined in the Stock Purchase Agreement by and among the Company and Verizon Communications Inc., dated as of July 23, 2016 (the “Effective Date”).

Yahoo Inc – March 10, 2017 (March 13th, 2017)

I am pleased to offer you the position of General Counsel and Secretary of Yahoo! Inc. (the “Company”). Should you accept this offer, this signed letter shall constitute your employment agreement with the Company (the “Agreement”) and will be effective as of the date hereof (the “Effective Date”). During the period commencing on the Effective Date and ending on the date of the Closing, as that term is defined in the Stock Purchase Agreement by and among the Company and Verizon Communications Inc., dated as of July 23, 2016 (the “Closing Date”), you shall report to both the CEO of the Company and to the Chairman of the Board of Directors of the Company. Effective as of the Closing Date, you shall report to the CEO of the Company.

Yahoo Inc – March 10, 2017 (March 13th, 2017)

I am pleased to offer you the position of Chief Financial and Accounting Officer of Altaba Inc. (the “Company”) reporting to the Chief Executive Officer of the Company. Should you accept this offer, this signed letter shall constitute your employment agreement with the Company (the “Agreement”) and it will be effective on the date of the Closing, as that term is defined in the Stock Purchase Agreement by and among the Company and Verizon Communications Inc., dated as of July 23, 2016 (the “Effective Date”).

Yahoo Inc – AMENDMENT NUMBER TWO TO GOOGLE SERVICES AGREEMENT (March 1st, 2017)

This Amendment Number Two to the Google Services Agreement (“Amendment”), effective as of December 1, 2016 (“Amendment Two Effective Date”), is between Yahoo! Inc. (“Company”) and Google Inc. (“Google”) and amends the Google Services Agreement that has an effective date of October 1, 2015, as amended (the “Agreement”). Capitalized terms not defined in this Amendment have the meanings given to those terms in the Agreement. The parties agree as follows:

Yahoo Inc – AMENDMENT TO REORGANIZATION AGREEMENT (February 21st, 2017)

This AMENDMENT, dated as of February 20, 2017 (this “Amendment”), to the Reorganization Agreement, dated as of July 23, 2016, by and between Yahoo! Inc., a Delaware corporation (“Seller”), and Yahoo Holdings, Inc., a Delaware corporation (the “Company”) (the “Agreement”), is made by and among (x) Seller, (y) the Company and (z) Verizon Communications Inc., a Delaware corporation (“Purchaser” and, together with Seller and the Company, the “Parties”).

Yahoo Inc – AMENDMENT TO STOCK PURCHASE AGREEMENT (February 21st, 2017)

This AMENDMENT, dated as of February 20, 2017 (this “Amendment”), to the Stock Purchase Agreement, dated as of July 23, 2016, by and between Yahoo! Inc., a Delaware corporation (“Seller”), and Verizon Communications Inc., a Delaware corporation (“Purchaser” and, together with Seller, the “Parties”) (the “Agreement”), is made by and between Seller and Purchaser.

Yahoo Inc – SETTLEMENT AND RELEASE AGREEMENT (February 21st, 2017)

THIS SETTLEMENT AND RELEASE AGREEMENT (this “Agreement”), dated as of February 20, 2017 (“Effective Date”), is made and entered into by and among Yahoo! Inc., a Delaware corporation (“Seller”), Yahoo Holdings Inc., a Delaware corporation (the “Company”), and Verizon Communications Inc., a Delaware corporation (“Purchaser”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1 below.

Yahoo Inc – SETTLEMENT AND RELEASE AGREEMENT (February 21st, 2017)

THIS SETTLEMENT AND RELEASE AGREEMENT (this “Agreement”), dated as of February 20, 2017 (“Effective Date”), is made and entered into by and among Yahoo! Inc., a Delaware corporation (“Seller”), Yahoo Holdings Inc., a Delaware corporation (the “Company”), and Verizon Communications Inc., a Delaware corporation (“Purchaser”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1 below.

Yahoo Inc – Verizon and Yahoo amend terms of definitive agreement (February 21st, 2017)

NEW YORK, NY and SUNNYVALE, CA – Verizon Communications Inc. (NYSE, Nasdaq: VZ) and Yahoo! Inc. (Nasdaq: YHOO) today announced that they have amended the existing terms of their agreement for the purchase of Yahoo’s operating business.

Yahoo Inc – Yahoo Reports Fourth Quarter and Full Year 2016 Results (January 23rd, 2017)

SUNNYVALE, Calif.--(BUSINESS WIRE)--January 23, 2017--Yahoo! Inc. (NASDAQ: YHOO) today reported results for the quarter and full year ended December 31, 2016.

Yahoo Inc – YAHOO! INC. NOTICE OF RESTRICTED STOCK UNIT GRANT (November 9th, 2016)

By your acceptance of this award through the Company’s online acceptance procedure (or by your signature and the signature of the Company’s representative below):

Yahoo Inc – Q3 2015 Q3 2016 (October 18th, 2016)

As previously announced, beginning in the second quarter of 2016, GAAP revenue and cost of revenue – TAC are impacted by a required change in revenue presentation related to the Eleventh Amendment to the Microsoft Search Agreement (“Change in Revenue Presentation,” as discussed below). For the third quarter of 2016, the Change in Revenue Presentation contributed $258 million to each of GAAP revenue and cost of revenue – TAC. Excluding the impact of this change, GAAP revenue would have been $1,048 million, a 15 percent decline from the third quarter of 2015, and cost of revenue – TAC would have been $190 million, a 15 percent decline from the third quarter of 2015.

Yahoo Inc – FOURTEENTH AMENDMENT TO SEARCH AND ADVERTISING SERVICES AND SALES AGREEMENT (August 8th, 2016)

This Fourteenth Amendment to Search and Advertising Services and Sales Agreement (this “Fourteenth Amendment”) is entered into to be effective as of June 3, 2016 (“Fourteenth Amendment Effective Date”) by and between Yahoo! Inc., a Delaware corporation (“Yahoo!”), and Microsoft Corporation, a Washington corporation (“Microsoft”) (collectively the “Parties”).

Yahoo Inc – AMENDMENT NO. 3 TO YAHOO! JAPAN LICENSE AGREEMENT (August 8th, 2016)

This Amendment No. 3 to Yahoo! Japan License Agreement (“Amendment”), effective as of April 29, 2016 (“Amendment Effective Date”), is made by and between Yahoo! Inc., a Delaware corporation, with its principal offices at 701 First Avenue, Sunnyvale, CA 94089, U.S.A. (“Yahoo”), and Yahoo Japan Corporation, a corporation organized under the laws of Japan, with its principal offices at Midtown Tower, 9-7-1, Akasaka, Minato-ku, Tokyo 107-6211 Japan (“YJC”) and amends the Yahoo! Japan License Agreement, dated as of April 1, 1996, by and between Yahoo and YJC, as amended by the Amendment to Yahoo! Japan License Agreement, dated September 12, 1997, by and between Yahoo and YJC, and as further amended by the letter agreement, dated January 31, 2005, by and between Yahoo and YJC (“License Agreement”).

Yahoo Inc – JULY 25, 2016 / 12:30PM GMT, YHOO - Verizon Communications Inc to acquire Yahoo! Inc CORPORATE PARTICIPANTS Joon Huh Yahoo! Inc - VP of IR Marissa Mayer Yahoo! Inc - CEO & President Ken Goldman Yahoo! Inc - CFO Tom McInerney Yahoo! Inc - Board Member and Chairman of the Strategic Review Committee Maynard Webb Yahoo! Inc - Chairman of the Board CONFERENCE CALL PARTICIPANTS Mark May Citigroup - Analyst Anthony DiClemente Nomura Securities International - Analyst Brian Nowak Morgan Stanley - Analyst Mark Mahaney RBC Capital Markets - Analyst Eric Sheridan UBS - Analyst Brian Pitz Jefferies LLC - (July 26th, 2016)

On the call today will be Marissa Mayer, Chief Executive Officer, and Ken Goldman, Chief Financial Officer. Joining us for Q&A will be Maynard Webb, Chairman of the Board, and Tom McInerney, Board Member and Chairman of the Strategic Review Committee.

Yahoo Inc – REORGANIZATION AGREEMENT by and between YAHOO! INC. and YAHOO HOLDINGS, INC. Dated as of July 23, 2016 (July 25th, 2016)

THIS REORGANIZATION AGREEMENT, dated as of July 23, 2016 (this “Agreement”), is entered into by and between Yahoo Holdings, Inc., a Delaware corporation (the “Company”), and Yahoo! Inc., a Delaware corporation (“Seller”). The Company and Seller are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Annex A to this Agreement.