{"id":40904,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/class-c-1-common-stock-purchase-warrant-ariba-inc-and-eds.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"class-c-1-common-stock-purchase-warrant-ariba-inc-and-eds","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/class-c-1-common-stock-purchase-warrant-ariba-inc-and-eds.html","title":{"rendered":"Class C-1 Common Stock Purchase Warrant &#8211; Ariba Inc. and EDS CoNext Inc."},"content":{"rendered":"<pre>\nTHIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE \nNOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT \nBE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE \nREGISTRATION STATEMENT UNDER SAID ACT OR ON OPINION OF COUNSEL SATISFACTORY \nTO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.\n\n                                   ARIBA, INC.\n\n                                    CLASS C-1\n\n                          COMMON STOCK PURCHASE WARRANT\n\n                                                       Mountain View, California\n                                                                 January 1, 2000\n\n         ARIBA, INC., a Delaware corporation (the 'Company'), for value \nreceived, hereby certifies that EDS CoNext, Inc. ('EDS CoNext'), or its \nregistered assigns, is entitled to purchase from the Company [*] duly \nauthorized, validly issued, fully paid and nonassessable shares (the \n'Shares') of Common Stock of the Company, par value $.002 per share (the \n'Common Stock'), at the Initial Warrant Price (as defined herein), all \nsubject to the terms, conditions and adjustments set forth below in this \nWarrant.\n\n         This Warrant is one of the Common Stock Purchase Warrants (the \n'Warrants,' such term to include any warrants issued in substitution \ntherefor) originally issued in connection with the execution and delivery of \nthe Alliance Agreement dated as of December 31, 1999 (as from time to time in \neffect, the 'Alliance Agreement') between the Company and EDS CoNext. Certain \ncapitalized terms used in this Warrant are defined in Section 13 hereof.\n\n1.  VESTING OF WARRANTS.\n\n         1.1 VESTING AMOUNTS AND DATES. The Revenue Targets, the maximum \nnumber of Shares as to which the Warrant may vest and become exercisable for \neach Target Year, and the Vesting Date for such Shares are as follows:\n\n\n\n                                                      Maximum Number\n             Target Year        Revenue Target       of Shares Vested         Vesting Date\n             -----------        --------------       ----------------         ------------\n                                                                     \n                [*]                  [*]                   [*]                     [*]\n\n\nThis Warrant will vest and become exercisable on an annual basis as of the \nVesting Date and become exercisable for the following which occur during such \nTarget Year: (i) upon the \n\n\n* Represents confidential information for \n  which Ariba, Incorporated is seeking confidential\n  treatment with the Securities and Exchange Commission.\n\n\n\nCompany receiving Revenues equal to [*] of the Revenue Target for the \ncorresponding Target Year, this Warrant shall vest and become exercisable for \n[*] of the maximum number of Shares as to which the Warrant may vest and \nbecome exercisable for such Target Year as of the Vesting Date for such \nTarget Year (based on the percentage set forth above), and (ii) in the event \nthe Company receives Revenues in excess of [*] of such Revenue Target, this \nWarrant shall vest and become exercisable for [*] of the maximum number of \nShares as to which the Warrant may vest and become exercisable for such \nTarget Year (based on the percentage set forth above). The number of shares \nof Common Stock set forth above shall be adjusted to the extent and in the \nsame manner as the aggregate number of Shares is adjusted under the \nprovisions of Sections 4 and 5 hereof.\n\n         1.2 [*]\n\n         1.3 [*]\n\n         1.4 NOTICE OF VESTING. Within sixty (60) days after the end of each \nof the Target Years and the Cumulative Make-Up Period, EDS CoNext will \nprepare and deliver to the Company (a) a revenue statement, prepared in \naccordance with generally accepted accounting principles, setting out the \nRevenue for the period, together with all appropriate supporting \ndocumentation and (b) a computation of the number of Shares that have vested \nand become exercisable as of the Vesting Date with respect to such period in \naccordance with the terms hereof (the 'Vesting Notice').\n\n         1.5 NOTICE OF OBJECTION. The Company shall have ten (10) Business \nDays from the Vesting Notice having been given in accordance with Section 15 \n(the 'Objection Notice Period') to give EDS CoNext written notice that the \nCompany objects to all or a portion of the vesting of this Warrant as set \nforth in the Vesting Notice (the 'Objection Notice'). Any portion of the \nvesting set forth in the Vesting Notice as to which no objection is made \nshall be immediately vested. Upon the giving of the Objection Notice with \nregard to any portion of the vesting as to which an objection is made, the \nCompany and EDS CoNext will use reasonable efforts to resolve any objections. \nIf the Company and EDS CoNext are unable to resolve the dispute, the Company \nand EDS CoNext will jointly select an accounting firm of national standing to \nresolve the dispute. If the Company and EDS CoNext are unable to agree on the \nchoice of such an accounting firm, they will select an accounting firm of \nnational standing by lot which has not provided services to either the \nCompany or EDS CoNext during the preceding twenty-four (24) months (the \n'Accountant') which shall determine the Revenue for the period. The \nAccountant shall deliver to each of the Company and EDS CoNext its \ndetermination within ten (10) Business Days after being selected, and the \ndetermination of the Accountant shall be binding upon the Company and EDS \nCoNext. The expenses of the Accountant shall be borne equally by the Company \nand EDS CoNext. Any additional portion of the Warrant that shall vest as a \nresult of \n\n\n* Represents confidential information for \n  which Ariba, Incorporated is seeking confidential\n  treatment with the Securities and Exchange Commission.\n\n\n                                      -2-\n\n\n\nthe agreement of the Company and EDS CoNext or the determination of the \nAccountant shall be vested as of the Vesting Date for such shares upon such \nagreement or determination.\n\n         1.6 EXERCISE OF WARRANT FOLLOWING SALE OF THE COMPANY. In the event \nof the consummation of any transaction which would result in the holders of \nCommon Stock or any shares of common stock received in exchange for the \nCommon Stock receiving cash or non-marketable securities, the Warrant, (i) as \nto that portion of the Warrant that is then exercisable, shall be exercised \nprior to the commencement of such transaction, and (ii) [*]\n\n2. EXPIRATION OF WARRANT. This Warrant, as to each portion thereof that vests \nand becomes exercisable pursuant to Section 1, shall expire on the fifth \nanniversary date of the Vesting Date for such exercisable portion of the \nWarrant (the 'Expiration Date'). The Warrant shall cease to vest upon the \ntermination of the Alliance Agreement.\n\n3. EXERCISE OF WARRANT. This Warrant shall only be exercisable with respect \nto Shares as to which the Warrant has vested and become exercisable pursuant \nto the terms of Sections 1 and 3 hereof.\n\n         3.1 MANNER OF EXERCISE. This Warrant may only be exercised by the \nholder hereof, in accordance with the terms and conditions hereof, in whole \nor in part with respect to any vested portion of the Warrant, into shares of \nCommon Stock, during normal business hours on any Business Day on or prior to \nthe Expiration Date with respect to such vested portion of the Warrant, by \nsurrender of this Warrant to the Company at its office maintained pursuant to \nSection 12.2(a) hereof, accompanied by an exercise notice in substantially \nthe form attached to this Warrant (or a reasonable facsimile thereof) duly \nexecuted by the holder, and the holder shall thereupon be entitled to receive \na number of duly authorized, validly issued, fully paid and nonassessable \nshares of Common Stock (or Other Securities) equal to:\n\n                           (a)  an amount equal to:\n\n                                    (i) an amount equal to (x) the number of\n                           shares of Common Stock (or Other Securities)\n                           determined as provided in Sections 4 and 5 hereof\n                           which the holder would be entitled to receive upon\n                           exercise of this Warrant for the number of shares of\n                           Common Stock designated in the exercise notice\n                           MULTIPLIED BY (y) the Current Market Price of each\n                           share of Common Stock (or Other Securities) so\n                           receivable upon exercise\n\n                           MINUS\n\n\n* Represents confidential information for \n  which Ariba, Incorporated is seeking confidential\n  treatment with the Securities and Exchange Commission.\n\n\n                                      -3-\n\n\n\n                                    (ii) an amount equal to (x) the number of\n                           shares of Common Stock (without giving effect to any\n                           adjustment thereof) designated in the exercise notice\n                           MULTIPLIED BY (y) the Initial Warrant Price\n\n                           DIVIDED BY\n\n                           (b) the Current Market Price of each share of \n                  Common Stock (or Other Securities);\n\n         PROVIDED, HOWEVER, that the holder may not exercise this Warrant for\n         shares of Common Stock (or Other Securities) until [*].\n\n         3.2 WHEN EXERCISE EFFECTIVE. Each exercise of this Warrant shall be \ndeemed to have been effected immediately prior to the close of business on \nthe Business Day on which this Warrant shall have been surrendered to the \nCompany as provided in Section 3.1 hereof, and at such time the Person or \nPersons in whose name or names any certificate or certificates for shares of \nCommon Stock (or Other Securities) shall be issuable upon exercise as \nprovided in Section 3.3 hereof shall be deemed to have become the holder or \nholders of record thereof.\n\n         3.3 DELIVERY OF STOCK CERTIFICATES, ETC. As soon as practicable \nafter each exercise of this Warrant, in whole or in part, and in any event \nwithin fifteen (15) Business Days thereafter, the Company at its expense \n(including the payment by it of any applicable issue taxes) will cause to be \nissued in the name of and delivered to the holder hereof or, subject to \nSection 10 hereof, as the holder (upon payment by the holder of any \napplicable transfer taxes) may direct:\n\n                           (a) a certificate or certificates (with appropriate\n                  restrictive legends, as applicable) for the number of duly\n                  authorized, validly issued, fully paid and nonassessable\n                  shares of Common Stock (or Other Securities) to which the\n                  holder shall be entitled upon exercise plus, in lieu of any\n                  fractional share to which the holder would otherwise be\n                  entitled, cash in an amount equal to the same fraction of the\n                  Market Price per share on the Business Day immediately prior\n                  to the date of exercise; and\n\n                           (b) in case exercise is in part only, a new Warrant\n                  of like tenor, dated the date hereof and calling in the\n                  aggregate on the face thereof for the number of shares of\n                  Common Stock equal (without giving effect to any adjustment\n                  thereof) to the number of shares called for on the face of\n                  this Warrant minus the number of shares designated by the\n                  holder upon exercise as provided in Section 3.1 hereof.\n\n         3.4 COMPANY TO REAFFIRM OBLIGATIONS. The Company will, at the time \nof each exercise of this Warrant, upon the written request of the holder \nhereof, acknowledge in writing its continuing obligation to afford to the \nholder all rights (including without limitation any rights to registration, \npursuant to the Registration Agreement referred to in Section 9 hereof, of \nthe shares of Common Stock or Other Securities issued upon exercise) to which \nthe holder shall continue to be entitled after exercise in accordance with \nthe terms of this Warrant; PROVIDED, HOWEVER, that if \n\n\n* Represents confidential information for \n  which Ariba, Incorporated is seeking confidential\n  treatment with the Securities and Exchange Commission.\n\n\n                                      -4-\n\n\n\nthe holder of this Warrant shall fail to make a request, the failure shall \nnot affect the continuing obligation of the Company to afford the rights to \nsuch holder.\n\n4. ADJUSTMENT OF COMMON STOCK ISSUABLE UPON EXERCISE.\n\n         4.1 GENERAL; NUMBER OF SHARES; WARRANT PRICE. The number of shares \nof Common Stock which the holder of this Warrant shall be entitled to receive \nupon each-exercise hereof shall be determined by multiplying the number of \nshares of Common Stock which would otherwise (but for the provisions of this \nSection 4) be issuable upon exercise, as designated by the holder hereof \npursuant to Section 3.1 hereof, by the fraction of which (a) the numerator is \nthe Initial Warrant Price and (b) the denominator is the Warrant Price in \neffect on the date of such exercise. The 'Warrant Price' shall initially be \nthe Initial Warrant Price, shall be adjusted and re-adjusted from time to \ntime as provided in this Section 4 and, as so adjusted or re-adjusted, shall \nremain in effect until a further adjustment or re-adjustment thereof is \nrequired by this Section 4.\n\n         4.2 TREATMENT OF STOCK DIVIDENDS, STOCK SPLITS, ETC. In case the \nCompany at any time or from time to time after the date hereof shall declare \nor pay any dividend on the Common Stock payable in Common Stock, or shall \neffect a subdivision of the outstanding shares of Common Stock into a greater \nnumber of shares of Common Stock (by reclassification or otherwise than by \npayment of a dividend in Common Stock), then, and in each case, subject to \nSection 4.4 hereof, the Warrant Price shall be reduced, concurrently with the \ndividend or subdivision, to a price determined by multiplying the Warrant \nPrice by a fraction:\n\n                           (a) the numerator of which shall be the number of\n                  shares of Common Stock outstanding immediately prior to the\n                  dividend or subdivision; and\n\n                           (b) the denominator of which shall be the number of\n                  shares of Common Stock outstanding immediately after the\n                  dividend or subdivision.\n\n         Additional shares of Common Stock shall be deemed to have been \nissued and to be outstanding (a) in the case of any dividend, immediately \nafter the close of business on the record date for the determination of \nholders of any class of securities entitled to receive the dividend, or (b) \nin the case of any subdivision, at the close of business on the day \nimmediately prior to the day upon which the corporate action becomes \neffective. Additional shares of Common Stock deemed to have been issued \npursuant to this Section 4.2 shall be deemed to have been issued for no \nconsideration.\n\n         4.3 ADJUSTMENTS FOR COMBINATIONS, ETC. In case the outstanding \nshares of Common Stock shall be combined or consolidated, by reclassification \nor otherwise, into a lesser number of shares of Common Stock, the Warrant \nPrice in effect immediately prior to the combination or consolidation shall, \nconcurrently with the effectiveness of such combination or consolidation, be \nproportionately increased. Adjustment under this Section 4.3 shall become \neffective at the close of business on the day immediately prior to the day \nupon which the corporate action becomes effective.\n\n\n* Represents confidential information for \n  which Ariba, Incorporated is seeking confidential\n  treatment with the Securities and Exchange Commission.\n\n\n                                      -5-\n\n\n\n         4.4 MINIMUM ADJUSTMENT OF WARRANT PRICE. If the amount of any \nadjustment of the Warrant Price required pursuant to this Section 4 would be \nless than one-tenth (1\/10) of one percent (1%) of the Warrant Price in effect \nat the time of the adjustment is otherwise so required to be made, the amount \nshall be carried forward and adjustment with respect thereto made at the time \nof and together with any subsequent adjustment which, together with the \namount and any other amount or amounts so carried forward, shall aggregate at \nleast one tenth (1\/10) of one percent (1%) of the Warrant Price.\n\n5. ADJUSTMENTS FOR CONSOLIDATION, MERGER, SALE OF ASSETS, REORGANIZATION, \nETC. In case the Company after the date hereof (a) shall consolidate with or \nmerge into any other Person and shall not be the continuing or surviving \ncorporation following the consolidation or merger, or (b) shall permit any \nother Person to consolidate with or merge into the Company and the Company \nshall be the continuing or surviving Person but, in connection with the \nconsolidation or merger, the Common Stock or Other Securities shall be \nchanged into or exchanged for stock or other securities of any other Person \nor cash or any other property, or (c) shall transfer all or substantially all \nof its properties or assets to any other Person, or (d) shall effect a \ncapital reorganization or reclassification of the Common Stock or Other \nSecurities then, and in the case of each such transaction, proper provision \nshall be made so that, upon the basis and the terms and in the manner \nprovided in this Warrant, the holder of this Warrant, upon the exercise \nhereof at any time after the consummation of the transaction, shall be \nentitled to receive (at the aggregate Warrant Price in effect at the time of \nsuch consummation for all Common Stock or Other Securities issuable upon \nexercise immediately prior to the consummation), in lieu of the Common Stock \nor Other Securities issuable upon exercise prior to the consummation, the \ngreatest amount of securities, cash or other property to which the holder \nwould actually have been entitled as a stockholder upon such consummation if \nthe holder had exercised the rights represented by this Warrant (to the \nextent then exercisable pursuant to Section 1) immediately prior thereto, \nsubject to adjustments (subsequent to the consummation) as nearly equivalent \nas possible to the adjustments provided for in Sections 4 and 5 hereof.\n\n6. NO DILUTION OR IMPAIRMENT. The Company will not, by amendment of its \ncertificate of incorporation or through any consolidation, merger, \nreorganization, transfer of assets, dissolution, issue or sale of securities \nor any other voluntary action, avoid or seek to avoid the observance or \nperformance of any of the terms of this Warrant, but will at all times in \ngood faith assist in the carrying out of all of the terms and in the taking \nof all actions necessary or appropriate in order to protect the rights of the \nholder of this Warrant. Without limiting the generality of the foregoing, the \nCompany (a) will not permit the par value of any shares of stock receivable \nupon the exercise of this Warrant to exceed the amount payable therefor upon \nexercise, (b) will take all actions necessary or appropriate in order that \nthe Company may validly and legally issue fully paid and nonassessable shares \nof stock on the exercise of the Warrant and (c) will not take any action \nwhich results in any adjustment of the Warrant Price if the total number of \nshares of Common Stock (or Other Securities) issuable after the action upon \nthe exercise of the Warrant would exceed the total number of shares of Common \nStock (or Other Securities) then authorized by the Company's certificate of \nincorporation and available for the purpose of issuance upon exercise.\n\n\n* Represents confidential information for \n  which Ariba, Incorporated is seeking confidential\n  treatment with the Securities and Exchange Commission.\n\n\n                                      -6-\n\n\n\n7. CHIEF FINANCIAL OFFICER'S REPORT AS TO ADJUSTMENTS. In the case of any \nadjustment or re-adjustment in the shares of Common Stock (or Other \nSecurities) issuable upon the exercise of this Warrant, the Company at its \nexpense will promptly compute the adjustment or re-adjustment in accordance \nwith the terms of this Warrant and, if requested by the holder, cause its \nChief Financial Officer to certify the computation (other than any \ncomputation of the fair value of property as determined in good faith by the \nBoard of Directors of the Company) and prepare a report setting forth the \nadjustment or re-adjustment and showing in reasonable detail the method of \ncalculation thereof and the facts upon which the adjustment or re-adjustment \nis based, including a statement of (a) the number of shares of Common Stock \noutstanding or deemed to be outstanding and (b) the Warrant Price in effect \nimmediately prior to the deemed issuance or sale and as adjusted and \nre-adjusted (if required by Section 4 hereof) on account thereof. The Company \nwill forthwith mail a copy of each report to each holder of a Warrant and \nwill, upon the written request at any time of any holder of a Warrant, \nfurnish to the holder a like report setting forth the Warrant Price at the \ntime in effect and showing in reasonable detail how it was calculated. The \nCompany will also keep copies of all reports at its office maintained \npursuant to Section 12.2(a) hereof and will cause them to be available for \ninspection at the office during normal business hours upon reasonable notice \nby any holder of a Warrant or any prospective purchaser of a Warrant \ndesignated by the holder thereof.\n\n8. REPRESENTATION AS TO NUMBER OF OUTSTANDING SHARES. The Company represents \nand warrants to EDS CoNext that, as of December 7, 1999, there were issued \nand outstanding 108,847,771 shares of Common Stock (after giving effect to \nthe stock dividend paid on December 17, 1999), including the number of shares \nof Common Stock issuable upon the exercise of all outstanding options and \nwarrants, calculated using the treasury stock method. Other than the stock \ndividend paid on December 17, 1999, from December 7, 1999 until the date \nhereof, no event has occurred which would have resulted in any adjustment \npursuant to Sections 4 or 5 hereof.\n\n9. REGISTRATION OF COMMON STOCK. The shares of Common Stock (and Other \nSecurities) issuable upon exercise of this Warrant shall constitute \nRegistrable Securities (as such term is defined in the Registration \nAgreement). The original holder of this Warrant, and any valid transferees \nthereof pursuant to the Registration Agreement, shall be entitled to all of \nthe benefits afforded to a holder of any Registrable Securities under the \nRegistration Agreement and such holder, by its acceptance of this Warrant, \nagrees to be bound by and to comply with the terms and conditions of the \nRegistration Agreement applicable to the holder as a holder of Registrable \nSecurities. At any time when the Common Stock is listed on any national \nsecurities exchange, the Company will, at its expense, obtain promptly and \nmaintain the approval for listing on each exchange, upon official notice of \nissuance, any shares of Common Stock issued upon exercise of the then \noutstanding Warrants and maintain the listing of the shares after their \nissuance; and the Company will also list on such national securities \nexchange, will register under the Exchange Act and will maintain the listing \nof any Other Securities that at any time are issued upon exercise of the \nWarrants, if and at the time that any securities of the same class shall be \nlisted on a national securities exchange by the Company.\n\n\n* Represents confidential information for \n  which Ariba, Incorporated is seeking confidential\n  treatment with the Securities and Exchange Commission.\n\n\n                                      -7-\n\n\n\n10.  RESTRICTIONS ON TRANSFER.\n\n         10.1 RESTRICTIVE LEGENDS. This Warrant and each Warrant issued upon \ntransfer or in substitution for this Warrant pursuant to Section 12, each \ncertificate for Common Stock (or Other Securities) issued upon the exercise \nof any Warrant and each certificate issued upon the transfer of any such \nCommon Stock (or Other Securities) shall be transferable only upon \nsatisfaction of the conditions specified in this Section 10 and Section 12.4. \nEach of the foregoing securities shall be stamped or otherwise imprinted with \na legend reflecting the restrictions on transfer set forth in Sections 10 and \n12.4 hereof and any restrictions required under the Securities Act.\n\n         10.2 NOTICE OF PROPOSED TRANSFER, OPINION OF COUNSEL. Prior to any \ntransfer of any Restricted Securities which are not registered under an \neffective registration statement under the Securities Act, the holder thereof \nwill give written notice to the Company of the holder's intention to effect a \ntransfer and to comply in all other respects with this Section 10.2. Each \nnotice (a) shall describe the manner and circumstances of the proposed \ntransfer, and (b) shall designate counsel for the holder giving the notice \n(who may be in-house counsel for the holder). The holder giving notice will \nsubmit a copy thereof to the counsel designated in the notice. The following \nprovisions shall then apply:\n\n                                    (i) If in the opinion of counsel for the\n                           holder reasonably satisfactory to the Company the\n                           proposed transfer may be effected without\n                           registration of Restricted Securities under the\n                           Securities Act (which opinion shall state the basis\n                           of the legal conclusions reached therein), the holder\n                           shall thereupon be entitled to transfer the\n                           Restricted Securities in accordance with the terms of\n                           the notice delivered by the holder to the Company.\n                           Each certificate representing the Restricted\n                           Securities issued upon or in connection with any\n                           transfer shall bear the restrictive legends required\n                           by Section 10.1 hereof.\n\n                                    (ii) If the opinion called for in (i) above\n                           is not delivered, the holder shall not be entitled to\n                           transfer the Restricted Securities until either (x)\n                           receipt by the Company of a further notice from such\n                           holder pursuant to the foregoing provisions of this\n                           Section 10.2 and fulfillment of the provisions of\n                           clause (i) above or (y) such Restricted Securities\n                           have been effectively registered under the Securities\n                           Act.\n\n         Notwithstanding any other provision of this Section 10, no opinion \nof counsel shall be necessary for a transfer of Restricted Securities by the \nholder thereof to an Affiliate of a holder, if the transferee agrees in \nwriting to be subject to the terms hereof to the same extent as if the \ntransferee were the original Purchaser hereof and such transfer is permitted \nunder applicable securities laws.\n\n         10.3 TERMINATION OF RESTRICTIONS. The restrictions imposed by this \nSection 10 upon the transferability of Restricted Securities shall cease and \nterminate as to any particular Restricted Securities (a) which Restricted \nSecurities shall have been effectively registered under the \n\n\n* Represents confidential information for \n  which Ariba, Incorporated is seeking confidential\n  treatment with the Securities and Exchange Commission.\n\n\n                                      -8-\n\n\n\nSecurities Act, or (b) when, in the opinions of both counsel for the holder \nthereof and counsel for the Company, such restrictions are no longer required \nin order to insure compliance with the Securities Act or Section 12 hereof. \nWhenever such restrictions shall cease and terminate as to any Restricted \nSecurities, the holder thereof shall be entitled to receive from the Company, \nwithout expense (other than applicable transfer taxes, if any), new \nsecurities of like tenor not bearing the applicable legends required by \nSection 10.1 hereof.\n\n11. RESERVATION OF STOCK, ETC. The Company will at all times reserve and keep \navailable, solely for issuance and delivery upon exercise of the Warrant, the \nnumber of shares of Common Stock of each class (or Other Securities) from \ntime to time issuable upon exercise of the Warrant at the time outstanding. \nAll shares of Common Stock (or Other Securities) issuable upon exercise of \nthe Warrant shall be duly authorized and, when issued upon exercise, shall be \nvalidly issued and, in the case of shares, fully paid and nonassessable.\n\n12.  OWNERSHIP, TRANSFER AND SUBSTITUTION OF WARRANT.\n\n         12.1 OWNERSHIP OF WARRANT. The Company may treat the person in whose \nname this Warrant is registered on the register kept at the office of the \nCompany maintained pursuant to Section 12.2(a) hereof as the owner and holder \nthereof for all purposes, notwithstanding any notice to the contrary, except \nthat, if and when any Warrant is properly assigned in blank, the Company may \n(but shall not be obligated to) treat the bearer thereof as the owner of such \nWarrant for all purposes, notwithstanding any notice to the contrary. Subject \nto Section 10 hereof, this Warrant, if properly assigned, may be exercised by \na new holder without a new Warrant first having been issued.\n\n         12.2  OFFICE; TRANSFER AND EXCHANGE OF WARRANT.\n\n                           (a) The Company will maintain an office (which may be\n                  an agency maintained at a bank) in Mountain View, California\n                  where notices, presentations and demands in respect of this\n                  Warrant may be made upon it. The office shall be maintained at\n                  1565 Charleston Road, Mountain View, California 94043 until\n                  the Company notifies the holders of the Warrant of any change\n                  of location of the office.\n\n                           (b) The Company shall cause to be kept at its office\n                  maintained pursuant to Section 12.2(a) hereof a register for\n                  the registration and transfer of the Warrant. The names and\n                  addresses of holders of the Warrant, the transfers thereof and\n                  the names and addresses of transferees of the Warrant shall be\n                  registered in such register. The Person in whose name any\n                  Warrant shall be so registered shall be deemed and treated as\n                  the owner and holder thereof for all purposes of this Warrant,\n                  and the Company shall not be affected by any notice or\n                  knowledge to the contrary.\n\n                           (c) Upon the surrender of this Warrant, properly\n                  endorsed, for registration of transfer or for exchange at the\n                  office of the Company maintained pursuant to Section 12.2(a)\n                  hereof, the Company at its expense will (subject to compliance\n\n\n* Represents confidential information for \n  which Ariba, Incorporated is seeking confidential\n  treatment with the Securities and Exchange Commission.\n\n\n                                      -9-\n\n\n\n                  with Section 10 hereof, if applicable) execute and deliver to\n                  or upon the order of the holder thereof a new Warrant of like\n                  tenor, in the name of such holder or as such holder (upon\n                  payment by such holder of any applicable transfer taxes) may\n                  direct, calling in the aggregate on the face thereof for the\n                  number of shares of Common Stock called for on the face of the\n                  Warrant so surrendered.\n\n         12.3 REPLACEMENT OF WARRANT. Upon receipt of evidence reasonably \nsatisfactory to the Company of the loss, theft, destruction or mutilation of \nthe Warrant and, in the case of any such loss, theft or destruction of the \nWarrant, upon delivery of indemnity reasonably satisfactory to the Company in \nform and amount or, in the case of any mutilation, upon surrender of the \nWarrant for cancellation at the office of the Company maintained pursuant to \nSection 12.2(a) hereof, the Company at its expense will execute and deliver, \nin lieu thereof, a new Warrant of like tenor and dated the date hereof.\n\n         12.4 RESTRICTIONS ON TRANSFER. In addition to the restrictions on \ntransfer set forth in Section 10 hereof, neither the Warrant nor any portion \nof the Warrant may be transferred without the consent of the Company unless \nthe Warrant has vested and become exercisable in accordance with Section 1 \nhereof as to that portion of the Warrant that is to be transferred.\n\n13. DEFINITIONS. As used herein, unless the context otherwise requires, the \nfollowing terms have the following respective meanings:\n\n         ACCOUNTANT:  As defined in Section 1.4 hereof.\n\n         AFFILIATE:  Any Person holding more than 50% of the equity of an \nentity or any majority-owned subsidiary of such entity.\n\n         ALLIANCE AGREEMENT:  As defined in the introduction to this Warrant.\n\n         ARIBA NETWORK:  The business-to-business e-commerce network operated \nby the Company that enables buyers and suppliers to automate transactions on \nthe Internet.\n\n         BUSINESS DAY: Any day other than a Saturday or a Sunday or a day on \nwhich commercial banking institutions in New York, New York are authorized by \nlaw to be closed. Any reference to 'days' (unless Business Days are \nspecified) shall mean calendar days.\n\n         COMMISSION:  The Securities and Exchange Commission or any other \nfederal agency at the time administering the Securities Act.\n\n         COMMON STOCK: As defined in the introduction to this Warrant and \nincluding any stock into which the Common Stock shall have been changed or \nany stock resulting from any reclassification of the Common Stock, and all \nother stock of any class or classes (however designated) of the Company the \nholders of which have the right, without limitation as to amount, either to \nall, or to a share of the balance of, current dividends and liquidating \ndividends after the payment of dividends and distributions on any shares \nentitled to preference.\n\n\n* Represents confidential information for \n  which Ariba, Incorporated is seeking confidential\n  treatment with the Securities and Exchange Commission.\n\n\n                                     -10-\n\n\n\n         COMPANY: As defined in the introduction to this Warrant and including\nany corporation which shall succeed to or assume the obligations of the Company\nhereunder in compliance with Section 5 hereof.\n\n         CONSORTIUM: A group of entities organized by EDS CoNext that desire to\npool their purchasing for certain products and services, whether existing on the\ndate hereof or subsequently organized.\n\n         [*]  As defined in Section 1.3 hereof.\n\n         CURRENT MARKET PRICE: On any date specified herein, the average daily\nMarket Price during the period of the most recent ten (10) days, ending on and\nincluding such date, on which the national securities exchanges or the national\nmarket system of the NASD were open for trading, except that if no class of the\nCommon Stock is then listed or admitted to trading on a national securities\nexchange or the national market system of the NASD, the Current Market Price\nshall be the Market Price on such date.\n\n         EDS CONEXT:  EDS Conext, Inc., its subsidiaries and assigns.\n\n         EDS CONEXT FRAME AGREEMENTS: The agreements entered into between EDS\nCoNext and suppliers pursuant to which such suppliers agree to provide goods\nand\/or services to one or more Consortia.\n\n         EXCHANGE ACT: The Securities Exchange Act of 1934, or any similar\nfederal statute, and the rules and regulations of the Commission thereunder, all\nas the same shall be in effect at the time.\n\n         EXPIRATION DATE:  As defined in Section 2 of this Warrant.\n\n         INITIAL WARRANT PRICE: As to each portion of this Warrant that vests\nand becomes exercisable, [*] adjusted for any stock splits, stock dividends or\nother distributions retroactively back to the date of issuance of this Warrant.\n\n         MARKET PRICE: On any date specified herein, the amount per share of\nCommon Stock equal to (a) the closing price of the Common Stock on such date or,\nif no such sale takes place on such date, the average of the closing bid and\nasked prices thereof on such date, in each case as officially reported on the\nprincipal national securities exchange on which the Common Stock is then listed\nor admitted to trading, or (b) if the Common Stock is not then listed or\nadmitted to trading on a national securities exchange but is designated as a\nnational market system security by the NASD, the last closing price of the\nCommon Stock on such date, (c) if there shall have been no trading on such date\nor if the Common Stock is not so designated, the average of the closing bid and\nasked prices of the Common Stock on such date as shown by the NASD automated\nquotation system or (d) if the Common Stock is not then listed or admitted to\ntrading\n\n\n* Represents confidential information for\n  which Ariba, Incorporated is seeking confidential\n  treatment with the Securities and Exchange Commission.\n\n\n                                      -11-\n\n\non any national exchange or the national market system of the NASD, the fair \nvalue thereof determined in good faith by the Board of Directors of the \nCompany as of a date which is within fifteen (15) days of the date as of \nwhich the determination is to be made.\n\n         NASD:  The National Association of Securities Dealers, Inc.\n\n         OBJECTION NOTICE:  As defined in Section 1.5 hereof.\n\n         OBJECTION NOTICE PERIOD:  As defined in Section 1.5 hereof.\n\n         OTHER SECURITIES: Any stock (other than Common Stock) and other\nsecurities of the Company or any other person (corporate or otherwise) which the\nholders of the Warrants at any time shall be entitled to receive, or shall have\nreceived, upon the exercise of the Warrants, in lieu of or in addition to Common\nStock, or which at any time shall be issuable or shall have been issued in\nexchange for or in replacement of Common Stock or Other Securities pursuant to\nSection 5 hereof or otherwise.\n\n         PARTICIPANT: An entity that [*]\n\n         PERSON:  A corporation, an association, a partnership, an organization,\na business, an individual, a government or political subdivision thereof or a\ngovernmental agency.\n\n         REGISTRATION AGREEMENT: The Registration Rights Agreement dated as of\nDecember 31, 1999, between the Company and EDS CoNext, as from time to time in\neffect.\n\n         RESTRICTED SECURITIES: All of the following: (a) the Warrant and (b)\nany shares of Common Stock (or Other Securities) which have been issued upon the\nexercise of the Warrant and which are evidenced by a certificate or certificates\nbearing the applicable legend or legends referred to in Section 10.1.\n\n         REVENUE TARGET:  The respective level of Revenues with respect to a\nTarget Year as set forth in Section 1.1.\n\n         REVENUES: The aggregate amount of fee revenue described below that are\nreceived by the Company in accordance with the Alliance Agreement:\n\n                  [*]\n\n\n* Represents confidential information for\n  which Ariba, Incorporated is seeking confidential\n  treatment with the Securities and Exchange Commission.\n\n\n                                      -12-\n\n\n                  [*]\n\n         SECURITIES ACT:  The Securities Act of 1933, or any similar federal\nstatute, and the rules and regulations of the Commission thereunder, all as the\nsame shall be in effect at the time.\n\n         TARGET YEAR: The [*] twelve-month periods commencing on January 1, 2000\nand ending on each of the [*] subsequent anniversaries of such date.\n\n         VESTING DATE:  The respective date of vesting with respect a Target\nYear as set forth in Section 1.1.\n\n         VESTING NOTICE:  As defined in Section 1.4 hereof.\n\n         WARRANT PRICE:  As defined in Section 4.1 hereof.\n\n         WARRANTS:  As defined in the introduction to this Warrant.\n\n14. NO RIGHTS OR LIABILITIES AS STOCKHOLDER. Nothing contained in this Warrant\nshall be construed as conferring upon the holder hereof any rights as a\nstockholder of the Company or as imposing any obligation on the holder to\npurchase any securities or as imposing any liabilities on such holder as a\nstockholder of the Company, whether such obligation or liabilities are asserted\nby the Company or by creditors of the Company.\n\n15. NOTICES. Any notice or other communication in connection with this Warrant\nshall be deemed to be given if in writing (or in the form of a facsimile)\naddressed as hereinafter provided and actually delivered at said address: (a) if\nto any holder of any Warrant, at the registered address of such holder as set\nforth in the register kept at the office of the Company maintained \n\n\n* Represents confidential information for\n  which Ariba, Incorporated is seeking confidential\n  treatment with the Securities and Exchange Commission.\n\n\n                                      -13-\n\n\npursuant to Section 12.2(a) hereof, or (b) if to the Company, to the \nattention of its Chief Financial Officer at its office maintained pursuant to \nSection 12.2(a) hereof; PROVIDED, HOWEVER, that the exercise of any Warrant \nshall be effective in the manner provided in Section 3 hereof.\n\n16. MISCELLANEOUS. This Warrant and any term hereof may be changed, waived,\ndischarged or terminated only by an instrument in writing signed by the party\nagainst which enforcement of the change, waiver, discharge or termination is\nsought. This Warrant shall be construed and enforced in accordance with and\ngoverned by the laws of the State of Delaware. The section headings in this\nWarrant are for purposes of convenience only and shall not constitute a part\nhereof.\n\n                          *      *      *      *     *\n                            (Signature page follows)\n\n\n* Represents confidential information for\n  which Ariba, Incorporated is seeking confidential\n  treatment with the Securities and Exchange Commission.\n\n\n                                      -14-\n\n\n         IN WITNESS WHEREOF, the Company has caused this Class C-1 Common Stock\nPurchase Warrant to be duly executed as of the date first above written\n\n                                                 ARIBA, INC.\n\n\n                                                 By: \/s\/ Edward P. Kinsey\n                                                    ----------------------------\n\n\n                                                 Title: EVP, CFO\n                                                       -------------------------\n\n\n* Represents confidential information for\n  which Ariba, Incorporated is seeking confidential\n  treatment with the Securities and Exchange Commission.\n\n\n\n\n                             FORM OF EXERCISE NOTICE\n\n                [To be executed only upon conversion of Warrant]\n\n\nTo [ISSUER]\n\n         The undersigned registered holder of the within Warrant hereby\nirrevocably converts the Warrant pursuant to Section 3.1 of the Warrant with\nrespect to __________(1) shares of the Common Stock which the holder would be\nentitled to receive upon the cash exercise hereof, and requests that the\ncertificates for the shares be issued in the name of, and delivered to, whose\naddress is\n\n\nDated:                                __________________________________________\n                                      (Signature must conform in all respects to\n                                      name of holder as specified on the face of\n                                      Warrant)\n\n                                      __________________________________________\n                                      (Street Address)\n\n                                      __________________________________________\n                                      (City)        (State)       (Zip Code)\n\n\n\n\n\n\n\n\n\n_______________________\n(1) Insert here the number of shares called for on the face of this Warrant (or,\nin the case of a partial exercise, the portion thereof as to which this Warrant\nis being exercised), in either case without making any adjustment of shares of\nCommon Stock or any other stock or other securities or property or cash which,\npursuant to the adjustment provisions of this Warrant, may be delivered upon\nexercise. In the case of a partial exercise, a new Warrant or Warrants will be\nissued and delivered, representing the unconverted portion of the Warrant, to\nthe holder surrendering the Warrant.\n\n\n* Represents confidential information for\n  which Ariba, Incorporated is seeking confidential\n  treatment with the Securities and Exchange Commission.\n\n\n\n\n                               FORM OF ASSIGNMENT\n\n                 [To be executed only upon transfer of Warrant]\n\n\n         For value received, the undersigned registered holder of the within\nWarrant hereby sells, assigns and transfers unto __________ the right\nrepresented by the Warrant to purchase __________(1) shares of Common Stock of\n[ISSUER] to which the Warrant relates, and appoints __________ Attorney to make\nsuch transfer on the books of [ISSUER] maintained for the purpose, with full\npower of substitution in the premises.\n\n\nDated:                                 _________________________________________\n                                       (Signature must conform in all respects\n                                       to name of holder as specified on the\n                                       face of Warrant)\n\n                                       _________________________________________\n                                       (Street Address)\n\n                                       _________________________________________\n                                       (City)        (State)      (Zip Code)\nSigned in the presence of:\n\n\n\n                                       _________________________________________\n                                       (Signature of Transferee)\n\n                                       _________________________________________\n                                       (Street Address)\n\n                                       _________________________________________\n                                       (City)        (State)      (Zip Code)\nSigned in the presence of:\n\n\n\n\n\n________________________\n(1) Insert here the number of shares called for on the face of this Warrant (or,\nin the case of a partial exercise, the portion thereof as to which this Warrant\nis being exercised), in either case without making any adjustment of shares of\nCommon Stock or any other stock or other securities or property or cash which,\npursuant to the adjustment provisions of this Warrant, may be delivered upon\nexercise. In the case of a partial exercise, a new Warrant or Warrants will be\nissued and delivered, representing the unexercised portion of the Warrant, to\nthe holder surrendering the Warrant.\n\n\n* Represents confidential information for\n  which Ariba, Incorporated is seeking confidential\n  treatment with the Securities and Exchange Commission.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6749,7432],"corporate_contracts_industries":[9510,9513],"corporate_contracts_types":[9560,9572],"class_list":["post-40904","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-ariba-inc","corporate_contracts_companies-electronic-data-systems-corp","corporate_contracts_industries-technology__programming","corporate_contracts_industries-technology__software","corporate_contracts_types-finance","corporate_contracts_types-finance__warrant"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40904","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40904"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40904"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40904"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40904"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}