{"id":43666,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-purchase-agreement-e-trade-group-inc-and-softbank2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-e-trade-group-inc-and-softbank2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-e-trade-group-inc-and-softbank2.html","title":{"rendered":"Stock Purchase Agreement &#8211; E*Trade Group Inc. and Softbank Holdings Inc."},"content":{"rendered":"<pre>                           STOCK PURCHASE AGREEMENT\n\n      This STOCK PURCHASE AGREEMENT ('Agreement') is made as of\n_______ ___, 1998 (the 'Effective Date'), by and between E*TRADE GROUP,\nINC., a Delaware corporation  'E*TRADE'), and SOFTBANK Holdings, Inc., a\nDelaware corporation  'SOFTBANK').  E*TRADE and SOFTBANK are hereunder\nalso referred to collectively as the 'Parties' and individually as a\n'Party.'\n\n                                  RECITALS\n\n      A.    E*TRADE and SOFTBANK have entered into a Joint Venture\nAgreement, dated the Effective Date (the 'JV Agreement'), for the purpose\nof developing an online securities trading service in Japan.\n\n      B.    Pursuant to the JV Agreement, E*TRADE and SOFTBANK have agreed\nthat it is in their mutual interest for SOFTBANK to acquire a significant\nequity interest in E*TRADE.\n\n      C.    SOFTBANK is willing to commit to acquire such an interest, at\nE*TRADE's election, on the terms and subject to the conditions set forth\nherein.\n\n      NOW, THEREFORE, for valuable consideration, the receipt and adequacy\nof which are hereby acknowledged, the Parties hereby agree as follows:\n\n                                 AGREEMENT\n\n1.  Purchase and Sale of Stock\n\n1.1   Option.  Subject to the terms and conditions of this Agreement,\nSOFTBANK hereby grants to E*TRADE an option, exercisable as set forth this\nSection 1 (the 'Option'), to cause SOFTBANK to purchase from E*TRADE up to\nan aggregate of Fifty Million Dollars ($50,000,000) of E*TRADE common\nstock (the 'Common Stock').\n\n1.2   Exercise of Option.  E*TRADE may exercise the Option only by\nforwarding an irrevocable written notice of its election, in the form of\nattached Exhibit 1.2 (an 'Exercise Notice') to SOFTBANK and to SOFTBANK\nCORP., at the addresses specified in Exhibit 1.2, received at any time or\nfrom time to time within eighteen (18) months after the date hereof (the\n'Option Term').  The Exercise Notice shall specify the purchase price to be\npaid (the 'Purchase Price'), which in the case of the first Exercise\nNotice shall be a minimum of Twenty Five Million Dollars ($25,000,000) or\nany multiple of Five Million Dollars ($5,000,000) in excess thereof.   In\nthe event that E*TRADE elects in an initial Exercise Notice to cause\nSOFTBANK to acquire less than Fifty Million Dollars ($50,000,000) of\nCommon Stock, E*TRADE shall retain the right to forward additional\nExercise Notices, during the Option Term and otherwise in accordance with\nthe terms of this Agreement, specifying a minimum Purchase Price of Five\nMillion Dollars ($5,000,000) or any multiple of Five Million Dollars\n($5,000,000) in excess thereof; provided, however, that in no event shall\nSOFTBANK be required to acquire more than Fifty Million Dollars\n($50,000,000) in Common Stock hereunder.  SOFTBANK shall have no\nobligation with \n\n                                       1\n\n \nrespect to any Exercise Notice received by SOFTBANK after the expiration of the\nOption Term.\n\n1.3   Shares to Be Purchased.  Upon E*TRADE's delivery of an Exercise\nNotice in accordance with Section 1.2, SOFTBANK shall purchase from\nE*TRADE, and E*TRADE shall issue and sell to SOFTBANK, the number of\nshares of Common Stock (the 'Shares') determined by dividing (i) the\nPurchase Price by (ii) the product of the following (with any fractional\nShares rounded up to the nearest whole Share):  (A) the average closing\nprice of one share of Common Stock as quoted on the NASDAQ National Market\nduring the period commencing on (and including) the later of (x) the\neighth (8th) Business Day immediately prior to the next Filing Date (as\ndefined in Section 1.4) and (y) the date (which shall be no later than the\nFiling Date) on which E*TRADE issues a press release regarding earnings\nfor the fiscal quarter (or fiscal year, if a Form 10-K is filed on such\nFiling Date) covered in the periodic report filed with the U.S. Securities\nand Exchange Commission (the 'SEC') on such Filing Date, and ending on\n(and including) the twelfth (12th) Business Day immediately following the\nFiling Date (as defined in Section 1.4) (the 'Trading Price'); and (B) if\nthe Trading Price is (x) below $27.50, ninety-seven percent (97%),\n(y) equal to or greater than $27.50 but below $35.00, ninety-five percent\n(95%); and (z) equal to or greater than $35.00, ninety-three percent (93%).\n\n1.4   Closing.  The closing of the purchase and sale of Shares pursuant to\nany Exercise Notice (the 'Closing') shall occur on the fifteenth (15th)\nBusiness Day after E*TRADE's first filing of a Form 10-Q or Form 10-K with\nthe SEC (the date of such filing, the oFiling Date') after the date of the\nExercise Notice.  On the twelfth (12th) Business Day following the Filing\nDate, E*TRADE shall deliver to SOFTBANK and SOFTBANK CORP. a statement, in\nreasonable detail, setting forth the calculation of the Trading Price.\nSuch statement shall be subject to verification by SOFTBANK, but shall be\nbinding upon the Parties absent manifest error.  For purposes of this\nAgreement, a 'Business Dayo shall mean a day on which commercial banks in\nthe United States and Japan are generally open to conduct their regular\nbanking business.\n\n1.5   Issuance of Certificate, etc.  On the date of each Closing  'Closing\nDate'), E*TRADE shall deliver to SOFTBANK (i) a certificate in the name of\nSOFTBANK representing the number of Shares determined pursuant to\nSection 1.3 and (ii) an opinion from E*TRADE's counsel in the form of\nattached Exhibit 1.5.  Delivery of such certificate and legal opinion to\nSOFTBANK shall be made against transfer of the Purchase Price by SOFTBANK\nto the bank account specified by E*TRADE in the applicable Exercise\nNotice, by wire transfer.\n\n1.6   Certain Conditions.  Notwithstanding anything in this Section 1 to\nthe contrary, SOFTBANK shall not be required to purchase any Shares\nhereunder (i) if there shall have occurred and be continuing, as of the\nEffective Date, the date of any Exercise Notice, or any Closing Date, any\nmaterial breach by E*TRADE of this Agreement, the JV Agreement, or any\nother Transaction Document (as defined in the JV Agreement) or (ii) if,\nprior to the date on which Closing would otherwise occur, (a) the JV\nAgreement has been terminated or the joint venture established pursuant to\nthe JV Agreement has been dissolved or (b) the closing price of the Common\nStock after the Effective Date (as adjusted for any splits or\nrecapitalizations occurring after the Effective Date) has been $8.00 or\nless.  In addition,\n\n                                       2\n\n \n      (x) any obligation of SOFTBANK to purchase Shares hereunder shall be\nconditioned upon E*TRADE first (A) obtaining all United States federal and\nstate regulatory approvals required in connection with the transactions\ncontemplated hereby, including without limitation any approvals required\nunder the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (including\nany successor statute or rule thereto') (the 'HSR Act'), but excluding any\nUnited States federal and state securities filings which may be made (and\nwhich E*TRADE shall timely file) following the Closing, and (B) delivering\nto SOFTBANK a certificate signed by an officer of E*TRADE confirming that\nall such approvals have been obtained and attaching reasonable evidence\nthereof; and\n\n      (y) any obligation of E*TRADE to sell Shares hereunder shall be\nconditioned upon (i)  E*TRADE first (A) obtaining all Japanese and United\nStates federal and state regulatory approvals required to be obtained by\nE*TRADE in connection with the transactions contemplated hereby, including\nwithout limitation any approvals required under the HSR Act, but excluding\nany United States federal and state securities filings which may be made\n(and which E*TRADE shall timely file) following the Closing, and\n(ii) SOFTBANK (A) first obtaining all Japanese and United States federal\nand state regulatory approvals required to be obtained by SOFTBANK in\nconnection with the transactions contemplated hereby, including without\nlimitation any approvals required under the HSR Act, but excluding any\napprovals which may be obtained (and which SOFTBANK shall timely file)\nfollowing the Closing, and (B) delivering to E*TRADE a certificate signed\nby an officer of SOFTBANK confirming that all such approvals have been\nobtained and attaching reasonable evidence thereof.\n\n1.7   Right to Designate Alternate Purchaser.  SOFTBANK shall have the\nright, upon written notice to E*TRADE within fifteen (15) Business Days\nafter its receipt of any Exercise Notice, to designate SOFTBANK Holdings,\nInc., a Delaware corporation  'SH'), to purchase all or a portion of the\nShares that SOFTBANK would otherwise be obligated to purchase hereunder,\nsubject to the execution by E*TRADE and SH of a stock purchase agreement\nin the form hereof (and containing investor representations and\nregistration rights identical to those set forth herein).  In any such\nnotice, SOFTBANK will specify the portion of the applicable Purchase Price\nto be paid by SH, and the terms of this Section 1 shall apply to SH\nmutatis mutandis (with respect to the portion of the Purchase Price\nspecified in such notice and the Shares issuable with respect thereto).\n\n1.8   Transfer Restrictions.  SOFTBANK agrees that it shall not, directly\nor indirectly, sell, transfer, assign or pledge or otherwise dispose of\nany interest in any or all of the Shares acquired hereunder for a period\nof two (2) years following the acquisition of such Shares (the 'Holding\nPeriod'), provided that such agreement shall not be deemed to limit\nSOFTBANK's right to consummate a merger or other corporate transaction\ninvolving a change of control of SOFTBANK as a result of which Shares may\nbe deemed to be transferred by operation of law to a successor in interest\nof SOFTBANK.\n\n2. Representations and Warranties of E*TRADE\n\n      E*TRADE represents and warrants to SOFTBANK that, as of the\nEffective Date, the date of each Exercise Notice and each Closing Date:\n\n2.1   Organization, Good Standing and Qualification.  Each of E*TRADE and\nE*TRADE Securities, Inc.  'E*TRADE Securities') is duly organized, validly\nexisting, and in good standing under the laws of the jurisdiction of its\norganization.  Each of E*TRADE and E*TRADE Securities is duly qualified to\ntransact business and is in good standing in \n\n                                       3\n\n \neach jurisdiction in which the failure to so qualify would have a material\nadverse effect on the financial condition or business of E*TRADE or E*TRADE\nSecurities, as the case may be (a 'Material Adverse Effect').\n\n2.2   Permits; Approvals.  Each of E*TRADE and E*TRADE Securities hold all\nlicenses, permits, certifications and other authorizations, including\nwithout limitation any such authorizations required under U.S. federal\nsecurities laws, the absence of which would have a Material Adverse\nEffect, there has been no default or violation under any such\nauthorization and there is no proceeding or investigation that is pending\nor, to E*TRADE's knowledge, threatened under which any such authorization\nmay be revoked, terminated or suspended.\n\n2.3   Authorization.  E*TRADE has the corporate power and authority to\nexecute, deliver and perform this Agreement and to issue and sell the\nShares.  This Agreement constitutes E*TRADE's valid and legally binding\nobligation, enforceable against E*TRADE in accordance with its terms.  The\nexecution, delivery and performance of this Agreement by E*TRADE and the\nissuance and delivery of the Shares have been duly authorized by all\nnecessary corporate action.\n\n2.4   Valid Issuance of Shares.  The Shares, when and if issued, sold and\ndelivered in accordance with the terms hereof, against full payment of the\nPurchase Price therefor, will be duly and validly issued, fully paid and\nnonassessable.\n\n2.5   No Consent or Approval Required.  Other than (i) the approval\nrequired under the HSR Act, (ii) filings required under U.S. federal\nsecurities laws by virtue of E*TRADE Securities' status a\nbroker-dealer, (iii) filings required under U.S. federal and state\nsecurities laws in connection with SOFTBANK's purchase of the Shares\nand (iv) any consent, approval, authorization or filing under Japanese law,\nno consent, approval or authorization of, or filing with, any third party,\nincluding any governmental or regulatory authority, is required for the\nvalid authorization, execution and delivery by E*TRADE of this Agreement\nor for the valid authorization, issuance, sale and delivery of the Shares.\n\n2.6   Disclosure.  E*TRADE has previously furnished to SOFTBANK the\ndocuments listed on attached Exhibit 2.6 (collectively, the 'Commission\nFilings').  As of their respective dates, the Commission Filings\n(including all documents incorporated by reference therein) did not\ncontain any untrue statement of a material fact or omit to state a\nmaterial fact required to be stated therein or necessary to make the\nstatements therein, in light of the circumstances under which they were\nmade, not misleading, except for statements or omissions which has been\ncorrected in a subsequent Commission Filing.\n\n3.  Representations and Warranties of SOFTBANK\n\n      SOFTBANK hereby represents and warrants to E*TRADE that:\n\n3.1   Organization.  SOFTBANK is a corporation duly organized and validly\nexisting under the laws of Japan.\n\n3.2   Authorization.  SOFTBANK has the corporate power and authority to\nexecute, deliver and perform this Agreement and to purchase the Shares.\nThis Agreement constitutes SOFTBANK's valid and legally binding\nobligation, enforceable against SOFTBANK in \n\n                                       4\n\n \naccordance with its terms. The execution, delivery and performance of this\nAgreement by SOFTBANK have been duly authorized by all necessary corporate\naction.\n\n3.3   No Consent or Approval Required.  Other than the filing of a foreign\nexchange notification under the Foreign Exchange and Foreign Trade Control\nLaw with the Ministry of Finance of Japan through the Bank of Japan, and\nacceptance of such notification by the Ministry of Finance, no consent,\napproval or authorization of, or filing with, any third party, including\nany governmental or regulatory authority, is required for the valid\nauthorization, execution and delivery by SOFTBANK of this Agreement or for\nthe valid authorization, issuance, sale and delivery of the Shares.\n\n3.4   Purchase Entirely for Own Account.  The Shares will be acquired for\nSOFTBANK's own account and not with a view to the resale or distribution\nof any portion thereof.  SOFTBANK has no present intention of\ntransferring, selling or otherwise distributing the Shares and is not a\nparty to any agreement or arrangement to sell or transfer any of the\nShares to any person.\n\n3.5   Disclosure of Information.  SOFTBANK believes it has received all\nthe information it considers necessary or appropriate for deciding whether\nto purchase the Shares.  SOFTBANK further represents that it has had an\nopportunity to ask questions and receive answers from E*TRADE regarding\nthe Shares and the business of E*TRADE.\n\n3.6   Investment Experience.  SOFTBANK acknowledges that it can bear the\neconomic risk of its investment and has such knowledge and experience in\nfinancial and business matters that it is capable of evaluating the merits\nand risks of purchasing the Shares.\n\n3.7   Restricted Securities.  SOFTBANK understands that unless the Shares\nare registered under Section 4, the Shares will be 'restricted securitieso\nunder the federal securities laws and that under such laws and applicable\nregulations such Shares may be resold without registration under the\nSecurities Act of 1933, as amended (the '1933 Act'), only in certain\nlimited circumstances, including pursuant to Rule 144 under the 1933 Act,\nor any successor rule thereto  'Rule 144').  Unless a transfer of Shares\nis made in accordance with an effective registration statement under the\n1933 Act pursuant to Section 4, SOFTBANK shall not transfer any Shares\nunless it shall furnish E*TRADE with an opinion of counsel, reasonably\nsatisfactory to E*TRADE, that such disposition will not require\nregistration of such shares under the 1933 Act.\n\n3.8   Legends.  It is understood that each certificate evidencing Shares\nwill bear the following legend:\n\n            THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN\n            REGISTERED UNDER THE SECURITIES ACT OF 1933, HAVE BEEN\n            ACQUIRED FOR THE HOLDER'S OWN ACCOUNT AND HAVE BEEN ACQUIRED\n            FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH,\n            THE SALE OR DISTRIBUTION THEREOF.  NO OFFER, SALE OR\n            DISPOSITION OF THESE SECURITIES MAY BE EFFECTED WITHOUT AN\n            EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION\n            OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT\n            REQUIRED UNDER THE SECURITIES ACT OF 1933.\n\n                                       5\n\n \nHowever, SOFTBANK (or any other Holder (pursuant to Section 4.6)) shall\nhave the right, upon written request to E*TRADE on or after termination of\napplicable limitations on transfer with respect to any Shares, to receive\nfrom E*TRADE, without expense, a new certificate omitting any legend with\nrespect to the terminated limitations.\n\n4.  Registration Rights\n\n4.1   'Piggy-Back' Registration.\n\n(a)   If, following expiration of the Holding Period pursuant to\nSection 1.8 hereof, E*TRADE contemplates filing with the Commission a\nregistration statement under the 1933 Act in connection with the public\noffering of E*TRADE's securities (including any registration effected by\nE*TRADE for shareholders other than Holders) other than a registration\nrelating solely to the sale of securities to participants in an employee\nstock option, bonus or other compensation plan or in connection with an\nacquisition, merger or other business combination, E*TRADE shall so notify\nthe Holders in writing of its intention to do so at least thirty (30) days\nprior to the filing of such registration statement.  Any Holder who gives\nwritten notice to E*TRADE, within fifteen (15) days after the Holder's\nreceipt of such notice from E*TRADE, that such Holder desires to have any\nof its Registrable Securities (as defined in Section 4.8) included in such\nregistration statement, may, subject to the provisions of this\nSection 4.1, have such Registrable Securities so included.  Irrespective of\nwhether a Holder decides to include any of its Registrable Securities in\nany registration statement thereafter filed by E*TRADE, such Holder shall\nnevertheless have the right to include any remaining Registrable\nSecurities in any subsequent registration statement as may be filed by\nE*TRADE with respect to offerings of its securities, all upon the terms\nand conditions set forth herein.\n\n(b)   If the registration of which E*TRADE gives notice is for a\nregistered public offering involving an underwriting, E*TRADE shall so\nadvise the Holders as part of the written notice given pursuant to\nSection 4.1(a).  In such event, the right of any Holder to registration\npursuant to this Section 4.1 shall be conditioned upon such Holder's\nparticipation in such underwriting and the inclusion of such Holder's\nRegistrable Securities in the underwriting to the extent provided herein.\nAll Holders proposing to distribute Registrable Securities through such\nunderwriting shall (together with E*TRADE and the other holders of E*TRADE\nsecurities participating therein) enter into an underwriting agreement in\ncustomary form (including the provision of Section 4.5) with the\nrepresentative of the underwriter or underwriters selected by E*TRADE.\n\n(c)   Notwithstanding any other provision of this Section 4.1, if the\nrepresentative of the underwriters advises E*TRADE in writing that the\nnumber of Registrable Securities proposed to be sold in any such offering\nor sale is greater than the number of shares which the representative\nbelieves feasible to sell at that time at the price and upon the terms\napproved by E*TRADE, the representative may (subject to the limitations\nset forth below) exclude all Registrable Securities from, or limit the\nnumber of Registrable Securities to be included in, the registration and\nunderwriting.  E*TRADE shall advise all holders of securities requesting\nregistration of any such marketing limitation, and the number of\nsecurities that are entitled to be included in the registration and\nunderwriting shall be allocated first to E*TRADE, for securities being\nsold for its own account, and thereafter among the Holders and other\nholders of E*TRADE's securities with equivalent registration rights on a\npro-rata basis based upon the number of Registrable Securities and\nsecurities held by such other holders.\n\n                                       6\n\n \n4.2   Obligations of E*TRADE.  When effecting the registration of any\nRegistrable Securities under this Section 4, E*TRADE shall:\n\n(a)   Prepare and file with the Commission a registration statement with\nrespect to Registrable Shares and use its best efforts to cause the\napplicable registration statement to become effective, and to keep such\nregistration statement effective for up to one hundred twenty (120) days,\nunless E*TRADE elects to file a registration statement pursuant to\nRule 415 under the 1933 Act (or any successor rule theret'), which E*TRADE\nshall keep effective until the disposition of all Registrable Securities.\nHowever, if E*TRADE shall furnish to each Holder a certificate signed by\nthe President of E*TRADE stating that, in the good faith judgment of the\nBoard of Directors of E*TRADE, it would be seriously detrimental to\nE*TRADE and its stockholders for such registration statement to be filed\nin the near future and it is therefore essential to defer the filing of\nsuch registration statement, E*TRADE shall have the right to defer such\nfiling for a period of not more than one hundred twenty (120) days after\nreceipt of the request for registration.\n\n(b)   Prepare and file with the Commission such amendments and supplements\nto the registration statement and the prospectus used in connection with\nsuch registration statement as may be necessary to comply with the\nprovisions of the 1933 Act with respect to the disposition of all\nRegistrable Securities covered by the registration statement.\n\n(c)   Furnish to each Holder (or to any broker or other person at its\nrequest) the numbers of copies of the then current prospectus, including a\npreliminary prospectus, and any amendment of or supplement to the\nprospectus, in conformity with the requirements of the 1933 Act, and such\nother documents as the Holder may reasonably request in order to\nfacilitate the disposition of Registrable Securities.\n\n(d)   Furnish, on the day that such Registrable Securities are delivered\nto the underwriters for sale, if securities are being sold through the\nunderwriters, or, if such securities are not being sold through\nunderwriters, on the day that the registration statement with respect to\nthe securities become effective, (i) an opinion, dated as of the closing\ndate of the offering, of the counsel representing E*TRADE for purposes of\nsuch registration, in form and substance as its customarily given to\nunderwriters in an underwritten public offering, addressed to the\nunderwriters, if any, and to the Holders requesting registration of\nRegistrable Shares and (ii) letters dated as of (x) the effective date of\nthe registration statement covering such Registrable Shares and (y) the\nClosing Date of the offering, from the independent certified public\naccountants of E*TRADE, in form and substance as its customarily given by\nindependent certified public accountants to underwriters in an\nunderwritten public offering and reasonably satisfactory to be Holders,\naddressed to the underwriters, if any, and if permitted by applicable\naccounting standards, to the Holders requesting registration of\nRegistrable Shares.\n\n(e)   Use its best efforts to register and qualify, at its expense, the\nRegistrable Securities covered by such registration statement under such\nother securities or Blue Sky laws of such jurisdictions as shall be\nreasonably requested by any Holder to effectuate their disposition and\nshall continue such qualification in effect so long as may be necessary to\ncomply with all applicable laws regulating sales of securities, provided\nthat E*TRADE shall not be required to qualify to do business or to file a\ngeneral consent to service of process in any jurisdiction.\n\n                                       7\n\n \n(f)   In connection with any registration statement referred to in\nSection 4 hereof, promptly advise each Holder whose Registrable Securities\nare included therein, and confirm such advice in writing (i) when the\nregistration statement has become effective, (ii) upon the filing of any\namendment or supplement to the registration statement, (iii) when any\npost-effective amendment to the registration statement becomes effective,\nand (iv) of any request by the Commission for any amendment or supplement\nto the registration statement or prospectus or for additional information.\n\n(g)   If at any time the Commission should institute or threaten to\ninstitute any proceeding for the purpose of issuing, or should issue, a\nstop order suspending the effectiveness of the registration statement,\npromptly notify the Holders whose Registrable Securities are included in\nsuch registration statement, and use its best efforts to prevent the\nissuance of any such stop order or to obtain the withdrawal thereof as\nsoon as possible.\n\n(h)   Advise the Holders promptly of any order or communication of any\npublic board or body addressed to E*TRADE suspending or threatening to\nsuspend the qualification of any shares of Common Stock for sale in any\njurisdiction.\n\n(i)   Notify each Holder at any time when a prospectus relating thereto is\nrequired to be delivered under the 1933 Act or the happening of any event\nas a result of which the prospectus included in such registration\nstatement, as then in effect, includes an untrue statement of a material\nfact or omits to state a material fact required to be stated therein or\nnecessary to make the statements therein not misleading in the light of\nthe circumstances then existing and, at the request of any Holder,\npromptly prepare and furnish to such Holder a reasonable number of copies\nof the amended or supplemented prospectus.\n\n4.3   Furnish Information.  To facilitate a registration requested under\nthis Section 4, each Holder shall furnish to E*TRADE such information\nregarding itself, the Registrable Securities held by it, and the intended\nmethod of disposition of such securities as E*TRADE may reasonably request\nin writing and as shall be required to effect the registration of its\nRegistrable Securities.\n\n4.4   Expenses of Registration.  In connection with any registration of\nRegistrable Securities hereunder, the Holders shall be solely responsible\nfor any (i) underwriting discounts and commissions applicable to the\nRegistrable Securities subject to such registration, (ii) income or\nwithholding taxes payable by any Holder on the proceeds received by such\nHolder on the sale of such Registrable Securities, (iii) any applicable\nstamp duties or transfer charges incurred in connection with the sale of\nsuch Registrable Securities and (iv) the fees and disbursements of the\nHolders' legal counsel, if any.  E*TRADE shall be responsible for all\nother expenses, including, without limitation, all registration, filing,\nqualification, printers and accounting fees and the fees and disbursements\nof counsel for E*TRADE.\n\n4.5   Indemnification.  With respect to any registration rights under this\nSection 4:\n\n(a)   To the extent permitted by law, E*TRADE will indemnify, hold\nharmless and defend each Holder (and any of such Holder's directors,\nofficers, employees, and legal counsel) and each person, if any, who\ncontrols, is controlled by or under common control of any Holder within\nthe meaning of the 1933 Act or the Securities Exchange Act of 1934, as\namended (the '1934 Act'), against any and all losses, claims, damages,\nliabilities (joint or several) or expenses (including reasonable legal and\nother expenses incurred in \n\n                                       8\n\n \ninvestigating and defending against the same) to which the Holders, or any of\nthem, may become subject under the 1933 Act, the 1934 Act or other statute or\ncommon law, insofar as such losses, claims, damages, liabilities or expenses (or\nactions in respect thereof) arise out of or are based upon a claim by a third\nparty alleging any violation (a 'Violation') by E*TRADE of the 1933 Act, the\n1934 Act, or any state securities law or any rule or regulation promulgated\nunder any of the foregoing; provided, however, that E*TRADE shall not be liable\nfor any such loss, claim, damage, liability, expense or action to the extent\nthat it arises out of or is based upon a Violation which occurs in reliance upon\nand in conformity with written information furnished expressly for use in\nconnection with such registration by such Holder.\n\n(b)   To the extent permitted by law, each Holder whose Registrable\nSecurities are included in a registration statement, will severally and\nnot jointly, indemnify, hold harmless and defend E*TRADE, each of its\ndirectors, each of its officers who has signed the registration statement,\neach person, if any, who controls, is controlled by or under common\ncontrol of E*TRADE within the meaning of the 1933 Act, any other Holder\nselling securities under such registration statement and any person who\ncontrols, is controlled by or under common control of any such Holder,\nagainst any losses, claims, damages, liabilities or expenses (joint or\nseveral) to which any of the foregoing persons may become subject, insofar\nas such losses, claims, damages, liabilities or expenses (or actions in\nrespect theret') arise out of or are based upon any Violation, in each\ncase to the extent (and only to the extent) that such Violation occurs in\nreliance upon and in conformity with written information furnished by such\nHolder expressly for use in connection with such registration; provided,\nhowever, that in no event shall any indemnity by a Holder hereunder exceed\nthe proceeds from the offering received by such Holder.\n\n(c)   An indemnified Party will promptly notify the indemnifying Party of\nthe commencement of any action or proceeding for which it believes such\nindemnity is provided.  The indemnifying Party shall have the right to\nparticipate in and to assume the defense thereof with counsel mutually\nsatisfactory to the parties.  The failure to deliver written notice to the\nindemnifying Party within a reasonable time for the commencement of any\nsuch action, if prejudicial to its ability to defend such action, shall\nrelieve the indemnifying Party of any liability to the indemnified Party\nunder this Section 4.5.\n\n(d)   An indemnifying Party shall have no indemnification obligation under\nthis Section 4.5 if the indemnified Party settles an action, claim or\nproceeding without the prior written consent of the indemnifying Party,\nwhich consent shall not be unreasonably withheld.\n\n(e)   If the indemnification provided for in this Section 4.5 is held by a\ncourt of competent jurisdiction to be unavailable to an indemnified Party\nwith respect to any losses, claims, damages or liabilities referred to\nherein, the indemnifying Party, in lieu of indemnifying such indemnified\nParty thereunder, shall, to the extent permitted by applicable law\ncontribute to the amount paid or payable by such indemnified Party as a\nresult of such loss, claim, damage or liability in such proportion as is\nappropriate to reflect the relative fault of the indemnifying Party on the\none hand and of the indemnified Party on the other in connection with the\nViolation(s) that resulted in such loss, claim, damage or liability, as\nwell as any other relevant equivalent considerations.  The relative fault\nof the indemnifying Party and of the indemnified Party shall be determined\nby a court of law by reference to, among other things, whether the untrue\nor alleged untrue statement of a material fact or the omission to state a\nmaterial fact relates to information supplied by the indemnifying Party or\nby the \n\n                                       9\n\n \nindemnified Party and the parties' relative intent, knowledge, access to\ninformation and opportunity to correct or prevent such statement or omission;\nprovided, however, that in no event shall any contribution by a Holder hereunder\nexceed the proceeds from the offering received by such Holder.\n\n(f)   The obligations of E*TRADE and the Holders under this Section 4.5\nshall survive the completion of any offering of Registrable Securities in\na registration under this Section 4 and any termination of this Agreement.\n\n4.6   Assignment of Registration Rights.  The rights to cause E*TRADE to\nregister Registrable Securities pursuant to this Section 4 may be assigned\nby any Holder together with any transfer of Registrable Securities\nprovided that (i) the transfer of the Registrable Securities complies with\nthe applicable terms of this Agreement, including, without limitation,\nSection 3.7 and (ii) immediately after such transfer, the transferee holds\nat least five percent (5%) of the then-outstanding Registrable Securities.\n\n4.7   Market Holdback.  If E*TRADE provides a notice pursuant to\nSection 4.1(a) of its intention to file a registration statement in\nconnection with a public offering of E*TRADE's securities and any Holder\nfails to exercise its right to have its Registrable Securities included in\nsuch registration statement, such Holder shall not sell, transfer or\notherwise dispose of any of its Registrable Securities during any\nspecified holdback period (not to exceed one hundred eighty (180) days\nfollowing the effective date of the registration statement) if such\nholdback is requested by the managing underwriter of the offering and the\nsame restriction is agreed to by the officers and directors of E*TRADE and\nall other persons with registration rights with respect to Common Stock\n(whether or not pursuant to this Agreement).\n\n4.8   Definitions.\n\n(a)   The term 'Holder' means SOFTBANK and any transferee of Registrable\nSecurities to which the registration rights conferred by this Agreement\nhave been transferred in accordance with Section 4.6.\n\n(b)   The term 'Registrable Securities' means Shares (and securities\nissued by E*TRADE in connection with any stock dividends on, or stock\nsplits with respect to, the Common Stock) that have not been sold to the\npublic in accordance with an effective registration statement under the\n1933 Act or in accordance with Rule 144.\n\n5.    Rule 144 Reporting\n\n      With a view to making available the benefits of Rule 144 to Holders,\nE*TRADE shall:\n\n5.1   Make and keep available public information, as those terms are\nunderstood and defined in Rule 144, at all times during which E*TRADE is\nsubject to the reporting requirements of the 1933 Act or the 1934 Act;\n\n5.2   File with the Commission in a timely manner all reports and other\ndocuments required by the Commission to be filed by E*TRADE as a condition\nto the availability of an exemption under Rule 144 for the sale of Shares;\nand\n\n                                       10\n\n \n5.3   Provide each Holder, promptly upon request, with (i) a written\nstatement by E*TRADE as to its compliance with the reporting requirements\nof Rule 144 and (ii) such information as such Holder may reasonably\nrequest to avail itself of any rule or regulation of the Commission\nallowing a Holder to sell any Shares without registration.\n\n6.    INCIDENTAL AND CONSEQUENTIAL DAMAGES\n\n      SOFTBANK WILL NOT BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT\nLIABILITY OR OTHER THEORY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL\nDAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS) WITH RESPECT TO ANY\nSUBJECT MATTER OF THIS AGREEMENT.\n\n7.    Miscellaneous\n\n7.1   Successors and Assigns.  The terms and conditions of this Agreement\nshall not be assignable except to an affiliate of SOFTBANK which acquires\nRegistrable Securities pursuant to Section 4.6.  Subject to the foregoing,\nthe provisions of this Agreement shall inure to the benefit of, and be\nbinding upon, the successors and assigns of the Parties and shall inure to\nthe benefit of, and be enforceable by, each person who shall be a Holder\nfrom time to time.  Nothing in this Agreement, express or implied, is\nintended to confer upon any Party other than the parties hereto or their\nrespective successors and assigns any rights, remedies, obligations, or\nliabilities under or by reason of this Agreement, except as expressly\nprovided in this Agreement.\n\n7.2   Governing Law and Dispute Resolution.  This Agreement shall be\ngoverned by and construed under the laws of the State of California (as\npermitted by Section 1646.5 of the California Civil Code (or any successor\nprovision thereto)) without giving effect to any choice of law rule that\nwould cause the application of the laws of any jurisdiction other than the\ninternal laws of the State of California to the rights and duties of the\nParties hereunder.  Any disputes arising among the Parties in connection\nwith this Agreement shall be settled by the Parties amicably through good\nfaith discussions upon the written request of any Party.  In the event\nthat any such dispute cannot be resolved through such discussions within a\nperiod of sixty (60) days after delivery of such notice, the dispute shall\nbe finally settled by arbitration in San Francisco, California, U.S.A.,\nusing the English language and in accordance with the rules then in effect\nof the American Arbitration Association.  The arbitrator(s) shall have the\nauthority to grant specific performance, and to allocate between the\nParties the costs of arbitration in such equitable manner as the\narbitrator(s) may determine.  The prevailing party in the arbitration\nshall be entitled to receive reimbursement of its reasonable expenses\nincurred in connection therewith, including (if SOFTBANK is the prevailing\nparty) costs of travel to, and meals and hotel accommodations in, the\nUnited States.  Judgment upon the award so rendered may be entered in any\ncourt having jurisdiction or application may be made to such court for\njudicial acceptance of any award and an order of enforcement, as the case\nmay be.\n\n7.3   Notices.  Any and all notices, requests, demands and other\ncommunications required or otherwise contemplated to be made under this\nAgreement, including any Exercise Notices provided by E*TRADE, shall be in\nwriting and in English and shall be deemed to have been duly given (i) if\ndelivered personally, when received, (ii) if transmitted by facsimile, on\nthe first (1st) Business Day following receipt of a confirmation of\nreceipt, or (iii) if by international courier service, on the fourth (4th)\nBusiness Day following the date of \n\n                                       11\n\n \ndeposit with such courier service. All such notices, requests, demands and other\ncommunications shall be addressed as follows:\n\n      If to E*TRADE:\n\n            E*TRADE, Inc.\n            Four Embarcadero Place\n            2400 Geng Road\n            Palo Alto, CA 94303\n            Attention: Mr. Stephen Richards\n                       Mr. Michael Rolnick\n\n            Telephone: 1-650-842-2500\n            Facsimile: 1-650-842-8622\n\n      with a copy to (which shall not constitute notice):\n\n            Brobeck, Phleger &amp; Harrison LLP\n            Two Embarcadero Place\n            2200 Geng Road\n            Palo Alto, CA  94303\n            Attention: Thomas A. Bevilacqua, Esq.\n                       Curtis L. Mo, Esq.\n            Telephone: 1-650-424-0160\n            Facsimile: 1-650-496-2885\n\n      If to SOFTBANK:\n\n            SOFTBANK Holdings, Inc.\n            10 Langley Road, Suite 43\n            Newton Center, Massachusetts\n            Attention: Ronald D. Fisher,\n                       Vice Chairman\n            Telephone: 1-617-928-9300\n            Facsimile: 1-617-928-9301\n\n      with a copy to (which shall not constitute notice):\n\n            SOFTBANK CORP.\n            24-1, Nihonbashi-Hakozakicho\n            Chuo-ku, Tokyo 103, Japan\n            Attention: Mr. Yoshitaka Kitao\n                       Hitoshi Hasegawa, Esq.\n\n            Telephone: 81-3-5642-8376\n            Facsimile: 81-3-5641-3402\n\n                                       12\n\n \n      and a copy to (which shall not constitute notice):\n\n            Morrison &amp; Foerster\n            AIG Building, 7th Floor\n            1-3, Marunouchi 1-Chome\n            Chiyoda-ku, Tokyo 100-0005, Japan\n            Attention: Ken A. Siegel, Esq.\n                       Charles C. Comey, Esq.\n\n            Telephone: 81-3-3214-6522\n            Facsimile: 81-3-3214-6512\n\n7.4   Expenses.  Each Party shall pay all costs and expenses that it\nincurs with respect to the negotiation, execution, delivery and\nperformance of this Agreement.  Each Party shall be responsible for all\ncosts, expenses and filing fees incurred in connection with obtaining the\nregulatory approvals it is required to obtain pursuant to Section 1.6 as a\ncondition to any acquisition of Shares by SOFTBANK; provided, however,\nthat if approval is required under the HSR Act with respect to the\npurchase by SOFTBANK of Common Stock hereunder, the Parties shall share\nequally the cost of any related filing fees under the HSR Act.  Each Party\nagrees to cooperate with the other Party (at the other Party's expense) in\nobtaining such regulatory approvals.\n\n7.5   Amendments and Waivers.  Any term of this Agreement may be amended\nonly with the written consent of the Parties.  No waiver of any term or\ncondition of this Agreement be valid or binding on a Party unless the same\nshall have been mutually assented to in writing by each Party.  The\nfailure of a Party to enforce at any time any of the provisions of this\nAgreement, or the failure to require at any time performance by one or\nboth of the other Parties of any of the provisions of this Agreement,\nshall in no way be construed to be a present or future waiver of such\nprovisions, nor in any way affect the ability of a Party to enforce each\nand every such provision thereafter.\n\n7.6   Severability.  If any provision in this Agreement shall be found or\nbe held to be invalid or unenforceable then the meaning of said provision\nshall be construed, to the extent feasible, so as to render the provision\nenforceable, and if no feasible interpretation would save such provision,\nit shall be severed from the remainder of this Agreement which shall\nremain in full force and effect unless the severed provision is essential\nand material to the rights or benefits received by any Party.  In such\nevent, the Parties shall use best efforts to negotiate, in good faith, a\nsubstitute, valid and enforceable provision or agreement which most nearly\naffects the Parties' intent in entering into this Agreement.\n\n7.7   Further Assurances.  The Parties shall each perform such acts,\nexecute and deliver such instruments and documents, and do all such other\nthings as may be reasonably necessary to accomplish the transactions\ncontemplated in this Agreement.\n\n7.8   References; Subject Headings.  Unless otherwise indicated,\nreferences to Sections and Exhibits herein are to Sections of, and\nExhibits to, this Agreement.  The subject headings of the Sections of this\nAgreement are included for the purpose of convenience of reference only,\nand shall not affect the construction or interpretation of any of its\nprovisions.\n\n7.9   Counterparts.  This Agreement may be executed in any number of more\ncounterparts, but all of which together shall constitute one and the same\ninstrument.\n\n                                       13\n\n \n      IN WITNESS WHEREOF, the Parties have caused their respective duly\nauthorized representatives to execute this Agreement as of the Effective\nDate.\n\nE*TRADE GROUP, INC.                    SOFTBANK HOLDINGS, INC.\n\n\n\n--------------------------------       -------------------------------\n        Christos M. Cotsakos                    Yoshitaka Kitao\n           President &amp; CEO                         Director\n\n                                       14\n\n \n                                EXHIBIT 1.2\n\n\n                             NOTICE OF EXERCISE\n\n                             ___________, 199__\n\n\nSOFTBANK Holdings, Inc.\n\n--------------------------\n\n--------------------------\n\n--------------------------\n\nAttention: Mr.\n               -----------\n\n\nSOFTBANK CORP.\n24-1, Nihonbashi-Hakozakicho\nChuo-ku, Tokyo 103, Japan\nAttention:  Mr. Yoshitaka Kitao\n            Hitoshi Hasegawa, Esq.\n\n\nLadies and Gentlemen:\n\n      Reference is made to that certain Stock Purchase Agreement dated as\nof June 5, 1998 (as amended from time to time, the 'Agreement') between\nSOFTBANK Holdings, Inc. and E*TRADE Group, Inc.  Capitalized terms used in\nthis Exercise Notice without definition have the meanings set forth in the\nAgreement.\n\n      Pursuant to Section 1.2 of the Agreement, E*TRADE hereby irrevocably\nexercises the Option to cause SOFTBANK to acquire Common Stock of\nE*TRADE.\n\n      The amount of the Purchase Price is [$_______________].\n\n      On Closing, please transfer the Purchase Price to the following bank\naccount:\n\n                        Name of Bank:        ___________________\n                        Bank's Address:      ___________________\n                        Account No.:         ___________________\n                        ABA No.:             ___________________\n                        Contact at Bank:     ___________________\n                        Contact's Phone No.: ___________________\n                        Contact's Fax No.:   ___________________\n\n      In connection with this exercise of the Option, E*TRADE hereby\ncertifies that:\n\n      (1)   Representations and Warranties.  Each of the representations\nand warranties made by E*TRADE in Section 2 of the Agreement is true and\ncorrect as of the date hereof and shall be true and correct on the Closing\nDate.\n\n                                       1\n\n \n      (2)   No Breach.  As of the date hereof, there has been no breach by\nE*TRADE of the Agreement, the JV Agreement or any other Transaction\nDocument (as defined in the JV Agreement), and no such breach shall exist\non the Closing Date.\n\n      (3) Conditions Fulfilled.  E*TRADE hereby acknowledges that\nSOFTBANK's obligation to purchase Common Stock is contingent upon the\nfollowing additional conditions:  (a) the joint venture established\npursuant to the JV Agreement shall not have been dissolved prior to the\nClosing Date and (b) the closing price of the Common Stock after the\nEffective Date of the Agreement (as adjusted for any splits or\nrecapitalizations occurring after the Effective Date) shall not have been\n$8.00 or less.\n\n                                           E*TRADE GROUP, INC.\n\n\n\n                                           By:\n                                               -------------------------\n                                           Its:\n                                               -------------------------\n\nAccepted and Acknowledged:\n\nSOFTBANK HOLDINGS, INC.\n\n\n\nBy:\n    ------------------------\nIts:\n    ------------------------\n\nDate: ----------------------\n\n                                       2\n\n \n                                EXHIBIT 1.5\n\n\n                           Form of legal opinion\n\n                                      \n\n \n                                EXHIBIT 2.6\n\n                            Commission Filings*\n\n      1.    Annual Report on Form 10-K for the fiscal year ended\n            September 30, 1997 (filed 12\/23\/97).\n      2.    Quarterly Report on Form 10-Q for the quarter ended\n            December 31, 1997 (filed 2\/17\/98).\n      3.    Definitive Proxy Statement dated and filed as of January 16,\n            1998.\n\n--------\n      * To be updated as necessary to include all periodic reports filed\nby E*TRADE since the Effective Date with the U.S. SEC pursuant to\nE*TRADE's reporting obligations under the Securities Exchange Act of 1934,\nas amended.\n                                       \n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7386,8854],"corporate_contracts_industries":[9417],"corporate_contracts_types":[9622,9627],"class_list":["post-43666","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-e-trade-group-inc","corporate_contracts_companies-softbank-corp","corporate_contracts_industries-financial__holding","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43666","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=43666"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43666"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43666"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43666"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}