STOCK PURCHASE AGREEMENT byand between Yahoo!Inc. and TerryS. Semel Datedas of April 16, 2001

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER

             Purchaser hereby represents and warrants to Yahoo! as follows:

             Section 3.1       Authority.  Purchaser has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including the acquisition of the Shares.  The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of Purchaser.  This Agreement has been duly executed and delivered by Purchaser, and constitutes the valid and binding obligation of Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

             Section 3.2       Purchase Entirely for Own Account.  The Shares to be acquired by Purchaser will be acquired for investment for Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.  Purchaser further represents that he does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Shares.

             Section 3.3       Investment Experience.  Purchaser is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”).  Purchaser is aware of Yahoo!’s business affairs and financial condition and has had access to and has acquired sufficient information about Yahoo! to reach an informed and knowledgeable decision to acquire the Shares.  Purchaser has such business and financial experience as is required to give him the capacity to protect his own interests in connection with the purchase of the Shares.

             Section 3.4       Restricted Securities. Purchaser understands that the Shares are characterized as “restricted securities” under applicable U.S. federal and state securities laws inasmuch as they are being acquired from Yahoo! in a transaction not involving a public offering and that, pursuant to these laws and applicable regulations, Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission (the “SEC”), and qualified by state authorities, or an exemption from such registration and qualification requirements is available.  Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to Yahoo! which are outside of Purchaser’s control, and which Yahoo! is under no obligation and may not be able to satisfy.  In this connection, Purchaser represents that he is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.