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Published: 2008-03-26

Class C-1 Common Stock Purchase Warrant - Ariba Inc. and EDS CoNext Inc.



THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE 
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT 
BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE 
REGISTRATION STATEMENT UNDER SAID ACT OR ON OPINION OF COUNSEL SATISFACTORY 
TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

                                   ARIBA, INC.

                                    CLASS C-1

                          COMMON STOCK PURCHASE WARRANT

                                                       Mountain View, California
                                                                 January 1, 2000

         ARIBA, INC., a Delaware corporation (the 'Company'), for value 
received, hereby certifies that EDS CoNext, Inc. ('EDS CoNext'), or its 
registered assigns, is entitled to purchase from the Company [*] duly 
authorized, validly issued, fully paid and nonassessable shares (the 
'Shares') of Common Stock of the Company, par value $.002 per share (the 
'Common Stock'), at the Initial Warrant Price (as defined herein), all 
subject to the terms, conditions and adjustments set forth below in this 
Warrant.

         This Warrant is one of the Common Stock Purchase Warrants (the 
'Warrants,' such term to include any warrants issued in substitution 
therefor) originally issued in connection with the execution and delivery of 
the Alliance Agreement dated as of December 31, 1999 (as from time to time in 
effect, the 'Alliance Agreement') between the Company and EDS CoNext. Certain 
capitalized terms used in this Warrant are defined in Section 13 hereof.

1.  VESTING OF WARRANTS.

         1.1 VESTING AMOUNTS AND DATES. The Revenue Targets, the maximum 
number of Shares as to which the Warrant may vest and become exercisable for 
each Target Year, and the Vesting Date for such Shares are as follows:



                                                      Maximum Number
             Target Year        Revenue Target       of Shares Vested         Vesting Date
             -----------        --------------       ----------------         ------------
                                                                     
                [*]                  [*]                   [*]                     [*]


This Warrant will vest and become exercisable on an annual basis as of the 
Vesting Date and become exercisable for the following which occur during such 
Target Year: (i) upon the 


* Represents confidential information for 
  which Ariba, Incorporated is seeking confidential
  treatment with the Securities and Exchange Commission.



Company receiving Revenues equal to [*] of the Revenue Target for the 
corresponding Target Year, this Warrant shall vest and become exercisable for 
[*] of the maximum number of Shares as to which the Warrant may vest and 
become exercisable for such Target Year as of the Vesting Date for such 
Target Year (based on the percentage set forth above), and (ii) in the event 
the Company receives Revenues in excess of [*] of such Revenue Target, this 
Warrant shall vest and become exercisable for [*] of the maximum number of 
Shares as to which the Warrant may vest and become exercisable for such 
Target Year (based on the percentage set forth above). The number of shares 
of Common Stock set forth above shall be adjusted to the extent and in the 
same manner as the aggregate number of Shares is adjusted under the 
provisions of Sections 4 and 5 hereof.

         1.2 [*]

         1.3 [*]

         1.4 NOTICE OF VESTING. Within sixty (60) days after the end of each 
of the Target Years and the Cumulative Make-Up Period, EDS CoNext will 
prepare and deliver to the Company (a) a revenue statement, prepared in 
accordance with generally accepted accounting principles, setting out the 
Revenue for the period, together with all appropriate supporting 
documentation and (b) a computation of the number of Shares that have vested 
and become exercisable as of the Vesting Date with respect to such period in 
accordance with the terms hereof (the 'Vesting Notice').

         1.5 NOTICE OF OBJECTION. The Company shall have ten (10) Business 
Days from the Vesting Notice having been given in accordance with Section 15 
(the 'Objection Notice Period') to give EDS CoNext written notice that the 
Company objects to all or a portion of the vesting of this Warrant as set 
forth in the Vesting Notice (the 'Objection Notice'). Any portion of the 
vesting set forth in the Vesting Notice as to which no objection is made 
shall be immediately vested. Upon the giving of the Objection Notice with 
regard to any portion of the vesting as to which an objection is made, the 
Company and EDS CoNext will use reasonable efforts to resolve any objections. 
If the Company and EDS CoNext are unable to resolve the dispute, the Company 
and EDS CoNext will jointly select an accounting firm of national standing to 
resolve the dispute. If the Company and EDS CoNext are unable to agree on the 
choice of such an accounting firm, they will select an accounting firm of 
national standing by lot which has not provided services to either the 
Company or EDS CoNext during the preceding twenty-four (24) months (the 
'Accountant') which shall determine the Revenue for the period. The 
Accountant shall deliver to each of the Company and EDS CoNext its 
determination within ten (10) Business Days after being selected, and the 
determination of the Accountant shall be binding upon the Company and EDS 
CoNext. The expenses of the Accountant shall be borne equally by the Company 
and EDS CoNext. Any additional portion of the Warrant that shall vest as a 
result of 


* Represents confidential information for 
  which Ariba, Incorporated is seeking confidential
  treatment with the Securities and Exchange Commission.


                                      -2-



the agreement of the Company and EDS CoNext or the determination of the 
Accountant shall be vested as of the Vesting Date for such shares upon such 
agreement or determination.

         1.6 EXERCISE OF WARRANT FOLLOWING SALE OF THE COMPANY. In the event 
of the consummation of any transaction which would result in the holders of 
Common Stock or any shares of common stock received in exchange for the 
Common Stock receiving cash or non-marketable securities, the Warrant, (i) as 
to that portion of the Warrant that is then exercisable, shall be exercised 
prior to the commencement of such transaction, and (ii) [*]

2. EXPIRATION OF WARRANT. This Warrant, as to each portion thereof that vests 
and becomes exercisable pursuant to Section 1, shall expire on the fifth 
anniversary date of the Vesting Date for such exercisable portion of the 
Warrant (the 'Expiration Date'). The Warrant shall cease to vest upon the 
termination of the Alliance Agreement.

3. EXERCISE OF WARRANT. This Warrant shall only be exercisable with respect 
to Shares as to which the Warrant has vested and become exercisable pursuant 
to the terms of Sections 1 and 3 hereof.

         3.1 MANNER OF EXERCISE. This Warrant may only be exercised by the 
holder hereof, in accordance with the terms and conditions hereof, in whole 
or in part with respect to any vested portion of the Warrant, into shares of 
Common Stock, during normal business hours on any Business Day on or prior to 
the Expiration Date with respect to such vested portion of the Warrant, by 
surrender of this Warrant to the Company at its office maintained pursuant to 
Section 12.2(a) hereof, accompanied by an exercise notice in substantially 
the form attached to this Warrant (or a reasonable facsimile thereof) duly 
executed by the holder, and the holder shall thereupon be entitled to receive 
a number of duly authorized, validly issued, fully paid and nonassessable 
shares of Common Stock (or Other Securities) equal to:

                           (a)  an amount equal to:

                                    (i) an amount equal to (x) the number of
                           shares of Common Stock (or Other Securities)
                           determined as provided in Sections 4 and 5 hereof
                           which the holder would be entitled to receive upon
                           exercise of this Warrant for the number of shares of
                           Common Stock designated in the exercise notice
                           MULTIPLIED BY (y) the Current Market Price of each
                           share of Common Stock (or Other Securities) so
                           receivable upon exercise

                           MINUS


* Represents confidential information for 
  which Ariba, Incorporated is seeking confidential
  treatment with the Securities and Exchange Commission.


                                      -3-



                                    (ii) an amount equal to (x) the number of
                           shares of Common Stock (without giving effect to any
                           adjustment thereof) designated in the exercise notice
                           MULTIPLIED BY (y) the Initial Warrant Price

                           DIVIDED BY

                           (b) the Current Market Price of each share of 
                  Common Stock (or Other Securities);

         PROVIDED, HOWEVER, that the holder may not exercise this Warrant for
         shares of Common Stock (or Other Securities) until [*].

         3.2 WHEN EXERCISE EFFECTIVE. Each exercise of this Warrant shall be 
deemed to have been effected immediately prior to the close of business on 
the Business Day on which this Warrant shall have been surrendered to the 
Company as provided in Section 3.1 hereof, and at such time the Person or 
Persons in whose name or names any certificate or certificates for shares of 
Common Stock (or Other Securities) shall be issuable upon exercise as 
provided in Section 3.3 hereof shall be deemed to have become the holder or 
holders of record thereof.

         3.3 DELIVERY OF STOCK CERTIFICATES, ETC. As soon as practicable 
after each exercise of this Warrant, in whole or in part, and in any event 
within fifteen (15) Business Days thereafter, the Company at its expense 
(including the payment by it of any applicable issue taxes) will cause to be 
issued in the name of and delivered to the holder hereof or, subject to 
Section 10 hereof, as the holder (upon payment by the holder of any 
applicable transfer taxes) may direct:

                           (a) a certificate or certificates (with appropriate
                  restrictive legends, as applicable) for the number of duly
                  authorized, validly issued, fully paid and nonassessable
                  shares of Common Stock (or Other Securities) to which the
                  holder shall be entitled upon exercise plus, in lieu of any
                  fractional share to which the holder would otherwise be
                  entitled, cash in an amount equal to the same fraction of the
                  Market Price per share on the Business Day immediately prior
                  to the date of exercise; and

                           (b) in case exercise is in part only, a new Warrant
                  of like tenor, dated the date hereof and calling in the
                  aggregate on the face thereof for the number of shares of
                  Common Stock equal (without giving effect to any adjustment
                  thereof) to the number of shares called for on the face of
                  this Warrant minus the number of shares designated by the
                  holder upon exercise as provided in Section 3.1 hereof.

         3.4 COMPANY TO REAFFIRM OBLIGATIONS. The Company will, at the time 
of each exercise of this Warrant, upon the written request of the holder 
hereof, acknowledge in writing its continuing obligation to afford to the 
holder all rights (including without limitation any rights to registration, 
pursuant to the Registration Agreement referred to in Section 9 hereof, of 
the shares of Common Stock or Other Securities issued upon exercise) to which 
the holder shall continue to be entitled after exercise in accordance with 
the terms of this Warrant; PROVIDED, HOWEVER, that if 


* Represents confidential information for 
  which Ariba, Incorporated is seeking confidential
  treatment with the Securities and Exchange Commission.


                                      -4-



the holder of this Warrant shall fail to make a request, the failure shall 
not affect the continuing obligation of the Company to afford the rights to 
such holder.

4. ADJUSTMENT OF COMMON STOCK ISSUABLE UPON EXERCISE.

         4.1 GENERAL; NUMBER OF SHARES; WARRANT PRICE. The number of shares 
of Common Stock which the holder of this Warrant shall be entitled to receive 
upon each-exercise hereof shall be determined by multiplying the number of 
shares of Common Stock which would otherwise (but for the provisions of this 
Section 4) be issuable upon exercise, as designated by the holder hereof 
pursuant to Section 3.1 hereof, by the fraction of which (a) the numerator is 
the Initial Warrant Price and (b) the denominator is the Warrant Price in 
effect on the date of such exercise. The 'Warrant Price' shall initially be 
the Initial Warrant Price, shall be adjusted and re-adjusted from time to 
time as provided in this Section 4 and, as so adjusted or re-adjusted, shall 
remain in effect until a further adjustment or re-adjustment thereof is 
required by this Section 4.

         4.2 TREATMENT OF STOCK DIVIDENDS, STOCK SPLITS, ETC. In case the 
Company at any time or from time to time after the date hereof shall declare 
or pay any dividend on the Common Stock payable in Common Stock, or shall 
effect a subdivision of the outstanding shares of Common Stock into a greater 
number of shares of Common Stock (by reclassification or otherwise than by 
payment of a dividend in Common Stock), then, and in each case, subject to 
Section 4.4 hereof, the Warrant Price shall be reduced, concurrently with the 
dividend or subdivision, to a price determined by multiplying the Warrant 
Price by a fraction:

                           (a) the numerator of which shall be the number of
                  shares of Common Stock outstanding immediately prior to the
                  dividend or subdivision; and

                           (b) the denominator of which shall be the number of
                  shares of Common Stock outstanding immediately after the
                  dividend or subdivision.

         Additional shares of Common Stock shall be deemed to have been 
issued and to be outstanding (a) in the case of any dividend, immediately 
after the close of business on the record date for the determination of 
holders of any class of securities entitled to receive the dividend, or (b) 
in the case of any subdivision, at the close of business on the day 
immediately prior to the day upon which the corporate action becomes 
effective. Additional shares of Common Stock deemed to have been issued 
pursuant to this Section 4.2 shall be deemed to have been issued for no 
consideration.

         4.3 ADJUSTMENTS FOR COMBINATIONS, ETC. In case the outstanding 
shares of Common Stock shall be combined or consolidated, by reclassification 
or otherwise, into a lesser number of shares of Common Stock, the Warrant 
Price in effect immediately prior to the combination or consolidation shall, 
concurrently with the effectiveness of such combination or consolidation, be 
proportionately increased. Adjustment under this Section 4.3 shall become 
effective at the close of business on the day immediately prior to the day 
upon which the corporate action becomes effective.


* Represents confidential information for 
  which Ariba, Incorporated is seeking confidential
  treatment with the Securities and Exchange Commission.


                                      -5-



         4.4 MINIMUM ADJUSTMENT OF WARRANT PRICE. If the amount of any 
adjustment of the Warrant Price required pursuant to this Section 4 would be 
less than one-tenth (1/10) of one percent (1%) of the Warrant Price in effect 
at the time of the adjustment is otherwise so required to be made, the amount 
shall be carried forward and adjustment with respect thereto made at the time 
of and together with any subsequent adjustment which, together with the 
amount and any other amount or amounts so carried forward, shall aggregate at 
least one tenth (1/10) of one percent (1%) of the Warrant Price.

5. ADJUSTMENTS FOR CONSOLIDATION, MERGER, SALE OF ASSETS, REORGANIZATION, 
ETC. In case the Company after the date hereof (a) shall consolidate with or 
merge into any other Person and shall not be the continuing or surviving 
corporation following the consolidation or merger, or (b) shall permit any 
other Person to consolidate with or merge into the Company and the Company 
shall be the continuing or surviving Person but, in connection with the 
consolidation or merger, the Common Stock or Other Securities shall be 
changed into or exchanged for stock or other securities of any other Person 
or cash or any other property, or (c) shall transfer all or substantially all 
of its properties or assets to any other Person, or (d) shall effect a 
capital reorganization or reclassification of the Common Stock or Other 
Securities then, and in the case of each such transaction, proper provision 
shall be made so that, upon the basis and the terms and in the manner 
provided in this Warrant, the holder of this Warrant, upon the exercise 
hereof at any time after the consummation of the transaction, shall be 
entitled to receive (at the aggregate Warrant Price in effect at the time of 
such consummation for all Common Stock or Other Securities issuable upon 
exercise immediately prior to the consummation), in lieu of the Common Stock 
or Other Securities issuable upon exercise prior to the consummation, the 
greatest amount of securities, cash or other property to which the holder 
would actually have been entitled as a stockholder upon such consummation if 
the holder had exercised the rights represented by this Warrant (to the 
extent then exercisable pursuant to Section 1) immediately prior thereto, 
subject to adjustments (subsequent to the consummation) as nearly equivalent 
as possible to the adjustments provided for in Sections 4 and 5 hereof.

6. NO DILUTION OR IMPAIRMENT. The Company will not, by amendment of its 
certificate of incorporation or through any consolidation, merger, 
reorganization, transfer of assets, dissolution, issue or sale of securities 
or any other voluntary action, avoid or seek to avoid the observance or 
performance of any of the terms of this Warrant, but will at all times in 
good faith assist in the carrying out of all of the terms and in the taking 
of all actions necessary or appropriate in order to protect the rights of the 
holder of this Warrant. Without limiting the generality of the foregoing, the 
Company (a) will not permit the par value of any shares of stock receivable 
upon the exercise of this Warrant to exceed the amount payable therefor upon 
exercise, (b) will take all actions necessary or appropriate in order that 
the Company may validly and legally issue fully paid and nonassessable shares 
of stock on the exercise of the Warrant and (c) will not take any action 
which results in any adjustment of the Warrant Price if the total number of 
shares of Common Stock (or Other Securities) issuable after the action upon 
the exercise of the Warrant would exceed the total number of shares of Common 
Stock (or Other Securities) then authorized by the Company's certificate of 
incorporation and available for the purpose of issuance upon exercise.


* Represents confidential information for 
  which Ariba, Incorporated is seeking confidential
  treatment with the Securities and Exchange Commission.


                                      -6-



7. CHIEF FINANCIAL OFFICER'S REPORT AS TO ADJUSTMENTS. In the case of any 
adjustment or re-adjustment in the shares of Common Stock (or Other 
Securities) issuable upon the exercise of this Warrant, the Company at its 
expense will promptly compute the adjustment or re-adjustment in accordance 
with the terms of this Warrant and, if requested by the holder, cause its 
Chief Financial Officer to certify the computation (other than any 
computation of the fair value of property as determined in good faith by the 
Board of Directors of the Company) and prepare a report setting forth the 
adjustment or re-adjustment and showing in reasonable detail the method of 
calculation thereof and the facts upon which the adjustment or re-adjustment 
is based, including a statement of (a) the number of shares of Common Stock 
outstanding or deemed to be outstanding and (b) the Warrant Price in effect 
immediately prior to the deemed issuance or sale and as adjusted and 
re-adjusted (if required by Section 4 hereof) on account thereof. The Company 
will forthwith mail a copy of each report to each holder of a Warrant and 
will, upon the written request at any time of any holder of a Warrant, 
furnish to the holder a like report setting forth the Warrant Price at the 
time in effect and showing in reasonable detail how it was calculated. The 
Company will also keep copies of all reports at its office maintained 
pursuant to Section 12.2(a) hereof and will cause them to be available for 
inspection at the office during normal business hours upon reasonable notice 
by any holder of a Warrant or any prospective purchaser of a Warrant 
designated by the holder thereof.

8. REPRESENTATION AS TO NUMBER OF OUTSTANDING SHARES. The Company represents 
and warrants to EDS CoNext that, as of December 7, 1999, there were issued 
and outstanding 108,847,771 shares of Common Stock (after giving effect to 
the stock dividend paid on December 17, 1999), including the number of shares 
of Common Stock issuable upon the exercise of all outstanding options and 
warrants, calculated using the treasury stock method. Other than the stock 
dividend paid on December 17, 1999, from December 7, 1999 until the date 
hereof, no event has occurred which would have resulted in any adjustment 
pursuant to Sections 4 or 5 hereof.

9. REGISTRATION OF COMMON STOCK. The shares of Common Stock (and Other 
Securities) issuable upon exercise of this Warrant shall constitute 
Registrable Securities (as such term is defined in the Registration 
Agreement). The original holder of this Warrant, and any valid transferees 
thereof pursuant to the Registration Agreement, shall be entitled to all of 
the benefits afforded to a holder of any Registrable Securities under the 
Registration Agreement and such holder, by its acceptance of this Warrant, 
agrees to be bound by and to comply with the terms and conditions of the 
Registration Agreement applicable to the holder as a holder of Registrable 
Securities. At any time when the Common Stock is listed on any national 
securities exchange, the Company will, at its expense, obtain promptly and 
maintain the approval for listing on each exchange, upon official notice of 
issuance, any shares of Common Stock issued upon exercise of the then 
outstanding Warrants and maintain the listing of the shares after their 
issuance; and the Company will also list on such national securities 
exchange, will register under the Exchange Act and will maintain the listing 
of any Other Securities that at any time are issued upon exercise of the 
Warrants, if and at the time that any securities of the same class shall be 
listed on a national securities exchange by the Company.


* Represents confidential information for 
  which Ariba, Incorporated is seeking confidential
  treatment with the Securities and Exchange Commission.


                                      -7-



10.  RESTRICTIONS ON TRANSFER.

         10.1 RESTRICTIVE LEGENDS. This Warrant and each Warrant issued upon 
transfer or in substitution for this Warrant pursuant to Section 12, each 
certificate for Common Stock (or Other Securities) issued upon the exercise 
of any Warrant and each certificate issued upon the transfer of any such 
Common Stock (or Other Securities) shall be transferable only upon 
satisfaction of the conditions specified in this Section 10 and Section 12.4. 
Each of the foregoing securities shall be stamped or otherwise imprinted with 
a legend reflecting the restrictions on transfer set forth in Sections 10 and 
12.4 hereof and any restrictions required under the Securities Act.

         10.2 NOTICE OF PROPOSED TRANSFER, OPINION OF COUNSEL. Prior to any 
transfer of any Restricted Securities which are not registered under an 
effective registration statement under the Securities Act, the holder thereof 
will give written notice to the Company of the holder's intention to effect a 
transfer and to comply in all other respects with this Section 10.2. Each 
notice (a) shall describe the manner and circumstances of the proposed 
transfer, and (b) shall designate counsel for the holder giving the notice 
(who may be in-house counsel for the holder). The holder giving notice will 
submit a copy thereof to the counsel designated in the notice. The following 
provisions shall then apply:

                                    (i) If in the opinion of counsel for the
                           holder reasonably satisfactory to the Company the
                           proposed transfer may be effected without
                           registration of Restricted Securities under the
                           Securities Act (which opinion shall state the basis
                           of the legal conclusions reached therein), the holder
                           shall thereupon be entitled to transfer the
                           Restricted Securities in accordance with the terms of
                           the notice delivered by the holder to the Company.
                           Each certificate representing the Restricted
                           Securities issued upon or in connection with any
                           transfer shall bear the restrictive legends required
                           by Section 10.1 hereof.

                                    (ii) If the opinion called for in (i) above
                           is not delivered, the holder shall not be entitled to
                           transfer the Restricted Securities until either (x)
                           receipt by the Company of a further notice from such
                           holder pursuant to the foregoing provisions of this
                           Section 10.2 and fulfillment of the provisions of
                           clause (i) above or (y) such Restricted Securities
                           have been effectively registered under the Securities
                           Act.

         Notwithstanding any other provision of this Section 10, no opinion 
of counsel shall be necessary for a transfer of Restricted Securities by the 
holder thereof to an Affiliate of a holder, if the transferee agrees in 
writing to be subject to the terms hereof to the same extent as if the 
transferee were the original Purchaser hereof and such transfer is permitted 
under applicable securities laws.

         10.3 TERMINATION OF RESTRICTIONS. The restrictions imposed by this 
Section 10 upon the transferability of Restricted Securities shall cease and 
terminate as to any particular Restricted Securities (a) which Restricted 
Securities shall have been effectively registered under the 


* Represents confidential information for 
  which Ariba, Incorporated is seeking confidential
  treatment with the Securities and Exchange Commission.


                                      -8-



Securities Act, or (b) when, in the opinions of both counsel for the holder 
thereof and counsel for the Company, such restrictions are no longer required 
in order to insure compliance with the Securities Act or Section 12 hereof. 
Whenever such restrictions shall cease and terminate as to any Restricted 
Securities, the holder thereof shall be entitled to receive from the Company, 
without expense (other than applicable transfer taxes, if any), new 
securities of like tenor not bearing the applicable legends required by 
Section 10.1 hereof.

11. RESERVATION OF STOCK, ETC. The Company will at all times reserve and keep 
available, solely for issuance and delivery upon exercise of the Warrant, the 
number of shares of Common Stock of each class (or Other Securities) from 
time to time issuable upon exercise of the Warrant at the time outstanding. 
All shares of Common Stock (or Other Securities) issuable upon exercise of 
the Warrant shall be duly authorized and, when issued upon exercise, shall be 
validly issued and, in the case of shares, fully paid and nonassessable.

12.  OWNERSHIP, TRANSFER AND SUBSTITUTION OF WARRANT.

         12.1 OWNERSHIP OF WARRANT. The Company may treat the person in whose 
name this Warrant is registered on the register kept at the office of the 
Company maintained pursuant to Section 12.2(a) hereof as the owner and holder 
thereof for all purposes, notwithstanding any notice to the contrary, except 
that, if and when any Warrant is properly assigned in blank, the Company may 
(but shall not be obligated to) treat the bearer thereof as the owner of such 
Warrant for all purposes, notwithstanding any notice to the contrary. Subject 
to Section 10 hereof, this Warrant, if properly assigned, may be exercised by 
a new holder without a new Warrant first having been issued.

         12.2  OFFICE; TRANSFER AND EXCHANGE OF WARRANT.

                           (a) The Company will maintain an office (which may be
                  an agency maintained at a bank) in Mountain View, California
                  where notices, presentations and demands in respect of this
                  Warrant may be made upon it. The office shall be maintained at
                  1565 Charleston Road, Mountain View, California 94043 until
                  the Company notifies the holders of the Warrant of any change
                  of location of the office.

                           (b) The Company shall cause to be kept at its office
                  maintained pursuant to Section 12.2(a) hereof a register for
                  the registration and transfer of the Warrant. The names and
                  addresses of holders of the Warrant, the transfers thereof and
                  the names and addresses of transferees of the Warrant shall be
                  registered in such register. The Person in whose name any
                  Warrant shall be so registered shall be deemed and treated as
                  the owner and holder thereof for all purposes of this Warrant,
                  and the Company shall not be affected by any notice or
                  knowledge to the contrary.

                           (c) Upon the surrender of this Warrant, properly
                  endorsed, for registration of transfer or for exchange at the
                  office of the Company maintained pursuant to Section 12.2(a)
                  hereof, the Company at its expense will (subject to compliance


* Represents confidential information for 
  which Ariba, Incorporated is seeking confidential
  treatment with the Securities and Exchange Commission.


                                      -9-



                  with Section 10 hereof, if applicable) execute and deliver to
                  or upon the order of the holder thereof a new Warrant of like
                  tenor, in the name of such holder or as such holder (upon
                  payment by such holder of any applicable transfer taxes) may
                  direct, calling in the aggregate on the face thereof for the
                  number of shares of Common Stock called for on the face of the
                  Warrant so surrendered.

         12.3 REPLACEMENT OF WARRANT. Upon receipt of evidence reasonably 
satisfactory to the Company of the loss, theft, destruction or mutilation of 
the Warrant and, in the case of any such loss, theft or destruction of the 
Warrant, upon delivery of indemnity reasonably satisfactory to the Company in 
form and amount or, in the case of any mutilation, upon surrender of the 
Warrant for cancellation at the office of the Company maintained pursuant to 
Section 12.2(a) hereof, the Company at its expense will execute and deliver, 
in lieu thereof, a new Warrant of like tenor and dated the date hereof.

         12.4 RESTRICTIONS ON TRANSFER. In addition to the restrictions on 
transfer set forth in Section 10 hereof, neither the Warrant nor any portion 
of the Warrant may be transferred without the consent of the Company unless 
the Warrant has vested and become exercisable in accordance with Section 1 
hereof as to that portion of the Warrant that is to be transferred.

13. DEFINITIONS. As used herein, unless the context otherwise requires, the 
following terms have the following respective meanings:

         ACCOUNTANT:  As defined in Section 1.4 hereof.

         AFFILIATE:  Any Person holding more than 50% of the equity of an 
entity or any majority-owned subsidiary of such entity.

         ALLIANCE AGREEMENT:  As defined in the introduction to this Warrant.

         ARIBA NETWORK:  The business-to-business e-commerce network operated 
by the Company that enables buyers and suppliers to automate transactions on 
the Internet.

         BUSINESS DAY: Any day other than a Saturday or a Sunday or a day on 
which commercial banking institutions in New York, New York are authorized by 
law to be closed. Any reference to 'days' (unless Business Days are 
specified) shall mean calendar days.

         COMMISSION:  The Securities and Exchange Commission or any other 
federal agency at the time administering the Securities Act.

         COMMON STOCK: As defined in the introduction to this Warrant and 
including any stock into which the Common Stock shall have been changed or 
any stock resulting from any reclassification of the Common Stock, and all 
other stock of any class or classes (however designated) of the Company the 
holders of which have the right, without limitation as to amount, either to 
all, or to a share of the balance of, current dividends and liquidating 
dividends after the payment of dividends and distributions on any shares 
entitled to preference.


* Represents confidential information for 
  which Ariba, Incorporated is seeking confidential
  treatment with the Securities and Exchange Commission.


                                     -10-



         COMPANY: As defined in the introduction to this Warrant and including
any corporation which shall succeed to or assume the obligations of the Company
hereunder in compliance with Section 5 hereof.

         CONSORTIUM: A group of entities organized by EDS CoNext that desire to
pool their purchasing for certain products and services, whether existing on the
date hereof or subsequently organized.

         [*]  As defined in Section 1.3 hereof.

         CURRENT MARKET PRICE: On any date specified herein, the average daily
Market Price during the period of the most recent ten (10) days, ending on and
including such date, on which the national securities exchanges or the national
market system of the NASD were open for trading, except that if no class of the
Common Stock is then listed or admitted to trading on a national securities
exchange or the national market system of the NASD, the Current Market Price
shall be the Market Price on such date.

         EDS CONEXT:  EDS Conext, Inc., its subsidiaries and assigns.

         EDS CONEXT FRAME AGREEMENTS: The agreements entered into between EDS
CoNext and suppliers pursuant to which such suppliers agree to provide goods
and/or services to one or more Consortia.

         EXCHANGE ACT: The Securities Exchange Act of 1934, or any similar
federal statute, and the rules and regulations of the Commission thereunder, all
as the same shall be in effect at the time.

         EXPIRATION DATE:  As defined in Section 2 of this Warrant.

         INITIAL WARRANT PRICE: As to each portion of this Warrant that vests
and becomes exercisable, [*] adjusted for any stock splits, stock dividends or
other distributions retroactively back to the date of issuance of this Warrant.

         MARKET PRICE: On any date specified herein, the amount per share of
Common Stock equal to (a) the closing price of the Common Stock on such date or,
if no such sale takes place on such date, the average of the closing bid and
asked prices thereof on such date, in each case as officially reported on the
principal national securities exchange on which the Common Stock is then listed
or admitted to trading, or (b) if the Common Stock is not then listed or
admitted to trading on a national securities exchange but is designated as a
national market system security by the NASD, the last closing price of the
Common Stock on such date, (c) if there shall have been no trading on such date
or if the Common Stock is not so designated, the average of the closing bid and
asked prices of the Common Stock on such date as shown by the NASD automated
quotation system or (d) if the Common Stock is not then listed or admitted to
trading


* Represents confidential information for
  which Ariba, Incorporated is seeking confidential
  treatment with the Securities and Exchange Commission.


                                      -11-


on any national exchange or the national market system of the NASD, the fair 
value thereof determined in good faith by the Board of Directors of the 
Company as of a date which is within fifteen (15) days of the date as of 
which the determination is to be made.

         NASD:  The National Association of Securities Dealers, Inc.

         OBJECTION NOTICE:  As defined in Section 1.5 hereof.

         OBJECTION NOTICE PERIOD:  As defined in Section 1.5 hereof.

         OTHER SECURITIES: Any stock (other than Common Stock) and other
securities of the Company or any other person (corporate or otherwise) which the
holders of the Warrants at any time shall be entitled to receive, or shall have
received, upon the exercise of the Warrants, in lieu of or in addition to Common
Stock, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Stock or Other Securities pursuant to
Section 5 hereof or otherwise.

         PARTICIPANT: An entity that [*]

         PERSON:  A corporation, an association, a partnership, an organization,
a business, an individual, a government or political subdivision thereof or a
governmental agency.

         REGISTRATION AGREEMENT: The Registration Rights Agreement dated as of
December 31, 1999, between the Company and EDS CoNext, as from time to time in
effect.

         RESTRICTED SECURITIES: All of the following: (a) the Warrant and (b)
any shares of Common Stock (or Other Securities) which have been issued upon the
exercise of the Warrant and which are evidenced by a certificate or certificates
bearing the applicable legend or legends referred to in Section 10.1.

         REVENUE TARGET:  The respective level of Revenues with respect to a
Target Year as set forth in Section 1.1.

         REVENUES: The aggregate amount of fee revenue described below that are
received by the Company in accordance with the Alliance Agreement:

                  [*]


* Represents confidential information for
  which Ariba, Incorporated is seeking confidential
  treatment with the Securities and Exchange Commission.


                                      -12-


                  [*]

         SECURITIES ACT:  The Securities Act of 1933, or any similar federal
statute, and the rules and regulations of the Commission thereunder, all as the
same shall be in effect at the time.

         TARGET YEAR: The [*] twelve-month periods commencing on January 1, 2000
and ending on each of the [*] subsequent anniversaries of such date.

         VESTING DATE:  The respective date of vesting with respect a Target
Year as set forth in Section 1.1.

         VESTING NOTICE:  As defined in Section 1.4 hereof.

         WARRANT PRICE:  As defined in Section 4.1 hereof.

         WARRANTS:  As defined in the introduction to this Warrant.

14. NO RIGHTS OR LIABILITIES AS STOCKHOLDER. Nothing contained in this Warrant
shall be construed as conferring upon the holder hereof any rights as a
stockholder of the Company or as imposing any obligation on the holder to
purchase any securities or as imposing any liabilities on such holder as a
stockholder of the Company, whether such obligation or liabilities are asserted
by the Company or by creditors of the Company.

15. NOTICES. Any notice or other communication in connection with this Warrant
shall be deemed to be given if in writing (or in the form of a facsimile)
addressed as hereinafter provided and actually delivered at said address: (a) if
to any holder of any Warrant, at the registered address of such holder as set
forth in the register kept at the office of the Company maintained 


* Represents confidential information for
  which Ariba, Incorporated is seeking confidential
  treatment with the Securities and Exchange Commission.


                                      -13-


pursuant to Section 12.2(a) hereof, or (b) if to the Company, to the 
attention of its Chief Financial Officer at its office maintained pursuant to 
Section 12.2(a) hereof; PROVIDED, HOWEVER, that the exercise of any Warrant 
shall be effective in the manner provided in Section 3 hereof.

16. MISCELLANEOUS. This Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of the State of Delaware. The section headings in this
Warrant are for purposes of convenience only and shall not constitute a part
hereof.

                          *      *      *      *     *
                            (Signature page follows)


* Represents confidential information for
  which Ariba, Incorporated is seeking confidential
  treatment with the Securities and Exchange Commission.


                                      -14-


         IN WITNESS WHEREOF, the Company has caused this Class C-1 Common Stock
Purchase Warrant to be duly executed as of the date first above written

                                                 ARIBA, INC.


                                                 By: /s/ Edward P. Kinsey
                                                    ----------------------------


                                                 Title: EVP, CFO
                                                       -------------------------


* Represents confidential information for
  which Ariba, Incorporated is seeking confidential
  treatment with the Securities and Exchange Commission.




                             FORM OF EXERCISE NOTICE

                [To be executed only upon conversion of Warrant]


To [ISSUER]

         The undersigned registered holder of the within Warrant hereby
irrevocably converts the Warrant pursuant to Section 3.1 of the Warrant with
respect to __________(1) shares of the Common Stock which the holder would be
entitled to receive upon the cash exercise hereof, and requests that the
certificates for the shares be issued in the name of, and delivered to, whose
address is


Dated:                                __________________________________________
                                      (Signature must conform in all respects to
                                      name of holder as specified on the face of
                                      Warrant)

                                      __________________________________________
                                      (Street Address)

                                      __________________________________________
                                      (City)        (State)       (Zip Code)









_______________________
(1) Insert here the number of shares called for on the face of this Warrant (or,
in the case of a partial exercise, the portion thereof as to which this Warrant
is being exercised), in either case without making any adjustment of shares of
Common Stock or any other stock or other securities or property or cash which,
pursuant to the adjustment provisions of this Warrant, may be delivered upon
exercise. In the case of a partial exercise, a new Warrant or Warrants will be
issued and delivered, representing the unconverted portion of the Warrant, to
the holder surrendering the Warrant.


* Represents confidential information for
  which Ariba, Incorporated is seeking confidential
  treatment with the Securities and Exchange Commission.




                               FORM OF ASSIGNMENT

                 [To be executed only upon transfer of Warrant]


         For value received, the undersigned registered holder of the within
Warrant hereby sells, assigns and transfers unto __________ the right
represented by the Warrant to purchase __________(1) shares of Common Stock of
[ISSUER] to which the Warrant relates, and appoints __________ Attorney to make
such transfer on the books of [ISSUER] maintained for the purpose, with full
power of substitution in the premises.


Dated:                                 _________________________________________
                                       (Signature must conform in all respects
                                       to name of holder as specified on the
                                       face of Warrant)

                                       _________________________________________
                                       (Street Address)

                                       _________________________________________
                                       (City)        (State)      (Zip Code)
Signed in the presence of:



                                       _________________________________________
                                       (Signature of Transferee)

                                       _________________________________________
                                       (Street Address)

                                       _________________________________________
                                       (City)        (State)      (Zip Code)
Signed in the presence of:





________________________
(1) Insert here the number of shares called for on the face of this Warrant (or,
in the case of a partial exercise, the portion thereof as to which this Warrant
is being exercised), in either case without making any adjustment of shares of
Common Stock or any other stock or other securities or property or cash which,
pursuant to the adjustment provisions of this Warrant, may be delivered upon
exercise. In the case of a partial exercise, a new Warrant or Warrants will be
issued and delivered, representing the unexercised portion of the Warrant, to
the holder surrendering the Warrant.


* Represents confidential information for
  which Ariba, Incorporated is seeking confidential
  treatment with the Securities and Exchange Commission.