\n 5.7 Board of Directors………………………………………..6
\n 5.8 Transaction Agreements…………………………………….6
\n 5.9 Opinion of Counsel………………………………………..6
\n 5.10 No Injunctions or Regulatory Restraints……………………..7<\/p>\n6 Conditions of the Company’s Obligations at Closing……………………7
\n 6.1 Representations and Warranties……………………………..7
\n 6.2 Covenants………………………………………………..7
\n 6.3 Certificate………………………………………………7
\n 6.4 Permits………………………………………………….7
\n 6.5 Proceedings and Documents………………………………….7
\n 6.6 Payment of Purchase Price………………………………….7
\n 6.7 Transaction Agreements…………………………………….7
\n 6.8 No Injunctions or Regulatory Restraints……………………..7
\n 6.8 Board of Directors………………………………………..7<\/p>\n
7 Covenants of the Parties…………………………………………..8
\n 7.1 Revenue Commitment………………………………………..8
\n 7.2 License of Software Products………………………………11
\n 7.3 Confidentiality………………………………………….12
\n 7.4 Governmental Filings……………………………………..13<\/p>\n
8 Term and Termination……………………………………………..13
\n 8.1 Term……………………………………………………13
\n 8.2 Termination……………………………………………..13<\/p>\n
9 Miscellaneous……………………………………………………14
\n 9.1 Governing Law; Dispute Resolution………………………….14
\n 9.2 Notices and Other Communications…………………………..14
\n 9.3 Language………………………………………………..16
\n 9.4 Severability…………………………………………….16
\n 9.5 References; Subject Headings………………………………16
\n 9.6 Further Assurances……………………………………….16
\n 9.7 Expenses………………………………………………..16
\n 9.8 No Waiver……………………………………………….16
\n 9.9 Entire Agreement; Amendments………………………………16
\n 9.10 Assignment………………………………………………17
\n 9.11 No Agency……………………………………………….17
\n 9.12 No Beneficiaries…………………………………………17
\n 9.13 Counterparts…………………………………………….17
\n<\/c><\/s><\/table>\n
* Represents confidential information for which Ariba, Inc. is seeking
\n confidential treatment with the Securities and Exchange Commission. <\/p>\n
ii<\/p>\n
LIST OF EXHIBITS AND SCHEDULE<\/p>\n
EXHIBITS<\/p>\n
EXHIBIT 2.1 Articles of Incorporation
\nEXHIBIT 2.11 Commercial Register
\nEXHIBIT 5.8(a) Shareholders Agreement
\nEXHIBIT 5.9 Opinion of Counsel for the Company<\/p>\n
SCHEDULE OF EXCEPTIONS<\/p>\n
* Represents confidential information for which Ariba, Inc. is seeking
\n confidential treatment with the Securities and Exchange Commission. <\/p>\n
iii<\/p>\n
NIHON ARIBA K.K.
\n STOCK PURCHASE AGREEMENT<\/p>\n
THIS STOCK PURCHASE AGREEMENT (this “AGREEMENT”) is made as of the
\n19th day of October, 2000 (the “EFFECTIVE DATE”), by and among Nihon Ariba
\nK.K., a Japanese corporation (the “COMPANY”), SOFTBANK Corp., a Japanese
\ncorporation (“SOFTBANK PARENT”) and SOFTBANK E-Commerce Corp., a Japanese
\ncorporation and direct wholly owned subsidiary of SOFTBANK Parent (“SOFTBANK”
\nand together with SOFTBANK Parent, the “INVESTORS”).<\/p>\n
THE PARTIES HEREBY AGREE AS FOLLOWS<\/p>\n
1. ISSUANCE AND SALE OF COMMON STOCK. Subject to the terms and
\nconditions hereof, the Company will issue and sell to each of the Investors
\nand each of the Investors will buy from the Company 1,900 shares of the
\nCompany’s common stock (the “SHARES”), for an aggregate of 3,800 Shares.<\/p>\n
1.1 CLOSING. The closing of the purchase and sale of
\nthe Shares hereunder (the “CLOSING”) shall be held at the offices of Morrison
\n& Foerster LLP, 1-1-3 Marunouchi, Chiyoda-ku, Tokyo 100-0005, Japan no later
\nthan December 31, 2000 or at such earlier time and place as shall be mutually
\nagreed upon by the Company and the Investors (the date and time of the
\nClosing is hereinafter referred to as the “CLOSING DATE”). At the Closing,
\nthe Investors shall purchase the Shares at US$10,526.31 per Share, for an
\naggregate purchase price of US$40,000,000, and the Company shall register the
\nInvestors as the owners of the Shares on the Company’s shareholder register.<\/p>\n
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.<\/p>\n
The Company hereby represents and warrants to the Investors that,
\nexcept as set forth on a schedule of exceptions (the “SCHEDULE OF
\nEXCEPTIONS”) furnished to the Investors concurrently herewith:<\/p>\n
2.1 ORGANIZATION. The Company was incorporated on
\nDecember 28, 1999 as a Kabushiki Kaisha (a joint-stock company). The
\nregistered office of the Company is at Shinjuku Park Tower 7-1,
\nNishi-Shinjuku 3-chome, Shinjuku-ku, Tokyo. The Company has been duly
\nincorporated and is a validly existing corporation under the laws of Japan
\nand has full power and authority to carry on its business as contemplated in
\nthis Agreement, that certain License Agreement by and between the Company and
\nAriba, Inc. (“ARIBA”) (the “LICENSE AGREEMENT”) and that certain Shareholders
\nAgreement by and among the Investors, Ariba and the Company (the
\n“SHAREHOLDERS AGREEMENT” together with this Agreement, the License Agreement
\nand any other agreement entered into which specifically states that it shall
\nbe treated as a Transaction Agreement, “TRANSACTION AGREEMENTS”). A true and
\ncorrect copy of the Articles of Incorporation of the Company (the “ARTICLES”)
\nis attached hereto as EXHIBIT 2.1. In the event of any discrepancy between
\nthe provisions of this Agreement and the provisions of the Articles, the
\nprovisions of this Agreement shall prevail.<\/p>\n
* Represents confidential information for which Ariba, Inc. is seeking
\n confidential treatment with the Securities and Exchange Commission. <\/p>\n
2.2 CORPORATE POWER. The Company has all requisite
\nlegal and corporate power and authority (a) to execute and deliver each
\nTransaction Agreement to which the Company is a party, (b) to sell and issue
\nthe Shares hereunder, and (c) to carry out and perform its obligations under
\nthe terms of each Transaction Agreement to which it is a party.<\/p>\n
2.3 CAPITALIZATION.<\/p>\n
(a) As of the Closing, the Company’s
\nauthorized capital stock will consist of 20,900 shares of Common Stock, no
\npar value, of which 5,225 shares will be issued and outstanding. Ariba
\ncurrently owns and will own, immediately prior to the Closing, all of the
\nCompany’s issued and outstanding capital stock.<\/p>\n
(b) The Company plans to adopt a stock plan,
\nunder which [*] shares of Common Stock will be reserved for the grant of
\noptions and\/or stock purchase rights of employees, officers, directors and
\nconsultants of the Company. No options, warrants, stock purchase rights,
\nshares or other securities have been issued under such plan.<\/p>\n
(c) Except as contemplated by the Transaction
\nAgreements, there are no options, warrants or commitments of any kind
\nrelating to the capital stock of the Company, including any preemptive or
\nother rights to purchase its capital stock.<\/p>\n
2.4 AUTHORIZATION; ENFORCEABILITY; SHARES. All
\ncorporate action on the part of the Company, its directors and shareholders
\nthat is necessary for the authorization, execution, delivery and performance
\nof the Transaction Agreements by the Company, the authorization, sale,
\nissuance and delivery of the Shares and the performance of the Company’s
\nobligations under each Transaction Agreement to which it is a party has been
\nduly and validly taken or will be duly and validly taken prior to the
\nClosing. This Agreement, when executed and delivered by the Investors, and
\neach other Transaction Agreement to which the Company is a party, when
\nexecuted and delivered at the Closing, shall constitute the legal and binding
\nobligation of the Company, enforceable in accordance with its terms, subject
\nto laws of general application relating to bankruptcy, insolvency and the
\nrelief of debtors and other laws of general application affecting enforcement
\nof creditors’ rights generally, rules of law governing specific performance,
\ninjunctive relief or other equitable remedies and limitations of public
\npolicy. The Shares, when issued in compliance with the provisions of this
\nAgreement, will be validly issued, fully paid and nonassessable; will have
\nthe voting powers, preferences, rights, qualifications, limitations and
\nrestrictions described in the Articles; and will be free of any liens,
\nencumbrances, restrictions, claims or charges of any kind or nature;
\nPROVIDED, HOWEVER, that the Shares may be subject to restrictions on transfer
\nunder applicable securities laws and pursuant to the Transaction Agreements.<\/p>\n
2.5 GOVERNMENTAL CONSENT, ETC. No consent, approval or
\nauthorization of or designation, declaration or filing with any governmental
\nauthority on the part of the Company is required in connection with the valid
\nexecution and delivery of the Transaction Agreements, or the offer, sale or
\nissuance of the Shares, or the consummation of any other transaction
\ncontemplated by the Transaction Agreements, except the qualification (or
\ntaking of such action as may be necessary to secure an exemption from
\nqualification, if available) of the offer and sale <\/p>\n
* Represents confidential information for which Ariba, Inc. is seeking
\n confidential treatment with the Securities and Exchange Commission. <\/p>\n
2<\/p>\n
of the Shares under applicable securities laws, which filings and
\nqualifications, if required, will be accomplished in a timely manner within
\nthe applicable periods therefore.<\/p>\n
2.6 NO CONFLICTS. The Company’s execution, delivery
\nand performance of the Transaction Agreements will not (i) violate the
\nArticles or any provision of applicable law, (ii) violate any applicable
\nrule, regulation, judgment, order, writ, injunction or decree of any
\ngovernmental body or court, (iii) have any effect on the compliance of the
\nCompany with any applicable licenses, permits or authorizations which would
\nmaterially and adversely affect the Company, (iv) result in the breach of,
\ngive rise to a right of termination, cancellation or acceleration of any
\nobligation with respect to (presently or with the passage of time), or
\notherwise be in conflict with any term of, or affect the validity or
\nenforceability of, any contract, agreement or other commitment to which the
\nCompany is a party and which would materially and adversely effect the
\nCompany, or (v) result in the creation of any lien upon any assets of the
\nCompany; provided, however, that regulatory approval may be required in
\nconnection with conducting the Company’s business and the Company makes no
\nrepresentation with respect to any such approvals.<\/p>\n
2.7 CONTRACTS. The Company has not entered into any
\ncontracts except for contracts entered into in the ordinary course of the
\nCompany’s business and that are not material to the Company, individually or
\nin the aggregate. Each of the Company’s material contracts is valid and in
\nfull force and effect. The Company has duly performed its obligations under
\neach of its contracts. No breach of or default under any contract by the
\nCompany has occurred, and no event has occurred which would (with the passage
\nof time, the giving of notice or both) cause or give rise to such a breach or
\ndefault by the Company. To the Company’s knowledge, no breach of or default
\nunder any of the Company’s contracts by any Person other than the Company has
\noccurred, and no event which would (with the passage of time, the giving of
\nnotice or both) cause or give rise to such a breach or default by any such
\nPerson has occurred.<\/p>\n
2.8 FINANCIAL STATEMENTS. The Company has delivered to
\nthe Investors its financial statements (balance sheet and income statement),
\nfor the fiscal period ending September 30, 2000 (the “FINANCIAL STATEMENTS”).
\nThe Financial Statements have been prepared in accordance with U.S. GAAP
\napplied on a consistent basis throughout the periods indicated, except that
\nthe Financial Statements may not contain all footnotes required by U.S. GAAP.
\nThe Financial Statements fairly present the financial condition, operating
\nresults and cash flows of the Company as of the dates and for the periods
\nindicated therein, subject to normal year-end audit adjustments.<\/p>\n
2.9 LIABILITIES. Except as set forth in the Financial
\nStatements, the Company has no material liabilities, contingent or otherwise,
\nother than (i) liabilities incurred in the ordinary course of business
\nsubsequent to September 30, 2000 and (ii) obligations under contracts and
\ncommitments incurred in the ordinary course of business and not required
\nunder U.S. GAAP to be reflected in the Financial Statements, which, in both
\ncases, individually or in the aggregate, are not material to the financial
\ncondition or operating results of the Company.<\/p>\n
2.10 LITIGATION. There are no actions, proceedings or
\ninvestigations before any court or governmental agency pending or, to the
\nCompany’s knowledge, threatened in writing against the Company or its
\nproperties.<\/p>\n
* Represents confidential information for which Ariba, Inc. is seeking
\n confidential treatment with the Securities and Exchange Commission. <\/p>\n
3<\/p>\n
2.11 COMMERCIAL REGISTRATION. A certified copy of the
\ncommercial register of the Company (and a true and complete English
\ntranslation thereof) is attached to this Agreement as EXHIBIT 2.11, and all
\ninformation contained therein is current, complete and accurate.<\/p>\n
2.12 COMPLIANCE WITH LAWS. The Company has complied
\nwith, is not in violation of, and has not received any notices of violation
\nwith respect to, any applicable law with respect to the conduct of its
\nbusiness, except where such violation or lack of compliance would not have a
\nmaterial effect on the Company.<\/p>\n
2.13 BROKERS OR FINDERS. The Investors have not and
\nwill not incur, directly or indirectly, as a result of any action taken by
\nthe Company, Ariba or their respective Affiliates, any liability for
\nbrokerage or finders’ fees or agents’ commissions or any similar charges in
\nconnection with this Agreement or the transactions contemplated hereby.<\/p>\n
2.14 AFFILIATE RELATIONSHIPS. Except as expressly
\ncontemplated by the Transaction Agreements, SECTION 2.14 of the Schedule of
\nExceptions identifies all contracts between the Company, on the one hand, and
\nAriba, its Affiliates or any of their respective officers or directors, on
\nthe other hand.<\/p>\n
3. REPRESENTATIONS AND WARRANTIES OF THE INVESTORS.<\/p>\n
Each of the Investors hereby represents and warrants jointly and
\nseverally that:<\/p>\n
3.1 ORGANIZATION. The Investor has been duly
\nincorporated, and is a validly existing corporation under the laws of Japan
\nand has full power and authority to enter into and perform each Transaction
\nAgreement to which it is a party.<\/p>\n
3.2 CORPORATE POWER. The Investor has all requisite
\nlegal and corporate power (a) to execute and deliver each Transaction
\nAgreement to which it is a party and (b) to carry out and perform its
\nobligations under the terms of each such agreement.<\/p>\n
3.3 AUTHORIZATION. The Investor has the full power and
\nauthority to execute, deliver and perform each Transaction Agreement to which
\nit is a party and purchase and pay for the Shares. This Agreement, when
\nexecuted and delivered by the Company, and each other Transaction Agreement
\nto which the Investor is a party, when executed and delivered on or before
\nthe Closing, shall constitute the legal and binding obligation of the
\nInvestor, enforceable in accordance with its terms, subject to laws of
\ngeneral application relating to bankruptcy, insolvency and the relief of
\ndebtors and other laws of general application affecting enforcement of
\ncreditors’ rights generally, rules of law governing specific performance,
\ninjunctive relief and other equitable remedies and limitations of public
\npolicy.<\/p>\n
3.4 GOVERNMENTAL CONSENT, ETC. No consent, approval or
\nauthorization of or designation, declaration or filing with any governmental
\nauthority on the part of the Investor is required in connection with the
\nvalid execution and delivery of the Transaction Agreements or the
\nconsummation of any other transaction contemplated by the Transaction
\nAgreements.<\/p>\n
3.5 NO CONFLICTS. The Investor’s execution, delivery
\nand performance of this Agreement will not (i) violate the Articles of
\nIncorporation of the Investor or any provision of <\/p>\n
* Represents confidential information for which Ariba, Inc. is seeking
\n confidential treatment with the Securities and Exchange Commission. <\/p>\n
4<\/p>\n
applicable law, (ii) violate any applicable rule, regulation, judgment,
\norder, writ, injunction or decree of any governmental body or court, (iii)
\nhave any effect on the compliance of the Investor with any applicable
\nlicenses, permits or authorizations which would materially and adversely
\naffect the Investor, (iv) result in the breach of, give rise to a right of
\ntermination, cancellation or acceleration of any obligation with respect to
\n(presently or with the passage of time), or otherwise be in conflict with any
\nterm of, or affect the validity or enforceability of, any contract, agreement
\nor other commitment to which the Investor is a party and which would
\nmaterially and adversely effect the Investor, or (v) result in the creation
\nof any lien upon any assets of the Investor.<\/p>\n
3.6 LITIGATION. There are no actions, proceedings or
\ninvestigations pending or, to the Investor’s knowledge, threatened in writing
\nagainst the Investor or its properties before any court or governmental
\nagency.<\/p>\n
3.7 INVESTMENT INTENT. The Investor is acquiring the
\nShares for investment for its own account, not as a nominee or agent, and not
\nwith a view to, or for resale in connection with, any distribution thereof.<\/p>\n
3.8 NO PUBLIC MARKET. The Investor understands that no
\npublic market now exists for any of the securities issued by the Company and
\nthat the Company has made no assurances that a public market will ever exist
\nfor the Company’s securities.<\/p>\n
3.9 BROKERS OR FINDERS. The Company and Ariba have not
\nand will not incur, directly or indirectly, as a result of any action taken
\nby the Investor, any liability for brokerage or finders’ fees or agents’
\ncommissions or any similar charges in connection with this Agreement or the
\ntransactions contemplated hereby.<\/p>\n
3.10 TAX ADVISORS. The Investor has reviewed with its
\nown tax advisors the tax consequences of the transactions contemplated by
\nthis Agreement. It relies solely on such advisors and not on any statements
\nor representations of the Company or any of the Company’s agents with respect
\nto such tax consequences. It understands that it, and not the Company, shall
\nbe responsible for its own tax liability that may arise as a result of the
\ntransactions contemplated by this Agreement.<\/p>\n
3.11 ACCESS TO MANAGEMENT. The Investor has had an
\nopportunity to discuss the Company’s business, management and financial
\naffairs with the Company’s management and has had access to all other
\ninformation about the Company it deemed necessary in connection with the
\npurchase of the Shares. The Investor has also had the opportunity to ask
\nquestions of officers of the Company and understands that such discussions,
\nas well as any written information issued by the Company, were intended to
\ndescribe certain aspects of the Company’s business and prospects but were not
\na thorough or exhaustive description.<\/p>\n
4. COVENANTS PRIOR TO THE CLOSING DATE.<\/p>\n
4.1 COMMERCIALLY REASONABLE EFFORTS. The Company,
\nAriba and the Investors will use commercially reasonable efforts to effect
\nthe Closing as soon as possible but in no event later than December 31, 2000.<\/p>\n
* Represents confidential information for which Ariba, Inc. is seeking
\n confidential treatment with the Securities and Exchange Commission. <\/p>\n
5<\/p>\n
4.2 INDEMNIFICATION OF OFFICERS AND DIRECTORS. The
\nCompany has established or shall establish policies providing customary
\nindemnification protection for its directors and officers and shall provide
\nthe Investors with a reasonable opportunity to review and comment on such
\npolicies.<\/p>\n
5. CONDITIONS OF THE INVESTORS’ OBLIGATIONS AT CLOSING.<\/p>\n
The Investors’ obligation to effect the Closing is, unless waived by
\neach of the Investors in writing, subject to the fulfillment of the following
\nconditions:<\/p>\n
5.1 REPRESENTATIONS AND WARRANTIES. The
\nrepresentations and warranties made by the Company in SECTION 2 shall be true
\nand correct in all material respects as of the date hereof and as of Closing
\nDate.<\/p>\n
5.2 COVENANTS. All covenants, agreements and
\nconditions contained in this Agreement to be performed or complied with by
\nthe Company on or prior to the Closing Date shall have been performed or
\ncomplied with in all material respects.<\/p>\n
5.3 CERTIFICATE. The Company shall have delivered to
\nthe Investors a certificate in form and substance satisfactory to the
\nInvestors, dated as of the Closing Date and signed by an executive officer of
\nthe Company, to the effect that the conditions set forth in SECTIONS 5.1 and
\n5.2 have been satisfied.<\/p>\n
5.4 SECURITIES LAWS. The Company shall have filed a
\nSecurities Notice (YUKASHOKEN TSUCHISHO) with the Kanto Finance Bureau as
\nrequired by the Securities and Exchange Law of Japan for the offer and sale
\nof the Shares.<\/p>\n
5.5 PROCEEDINGS AND DOCUMENTS. All corporate and other
\nproceedings of the Company in connection with the transactions contemplated
\nhereby and all documents and instruments incidental to such transactions
\nshall be reasonably satisfactory in substance and form to the Investors.<\/p>\n
5.6 AUTHORIZATIONS. All authorizations, approvals or
\npermits, if any, of any governmental authority or regulatory body that are
\nrequired in connection with the lawful issuance and sale of the Shares
\npursuant to this Agreement shall have been duly obtained and shall be
\neffective on and as of the Closing.<\/p>\n
5.7 BOARD OF DIRECTORS. [*] shall have been elected to
\nthe Board of Directors.<\/p>\n
5.8 TRANSACTION AGREEMENTS. The Shareholders Agreement
\nin the form attached hereto as EXHIBIT 5.8(a), and each other Transaction
\nAgreement shall have been executed and delivered by each party thereto other
\nthan the Investors.<\/p>\n
5.9 OPINION OF COUNSEL. The Investors shall have
\nreceived from Asahi Law Offices, counsel for the Company, an opinion, dated
\nas of the Closing, in substantially the form attached hereto as EXHIBIT 5.9.<\/p>\n
* Represents confidential information for which Ariba, Inc. is seeking
\n confidential treatment with the Securities and Exchange Commission. <\/p>\n
6<\/p>\n
5.10 NO INJUNCTIONS OR REGULATORY RESTRAINTS. No
\ntemporary restraining order, preliminary or permanent injunction or other
\norder issued by any court of competent jurisdiction or governmental or
\nregulatory authority or other legal or regulatory restraint or prohibition
\npreventing the consummation of the Closing shall be in effect.<\/p>\n
6. CONDITIONS OF THE COMPANY’S OBLIGATIONS AT CLOSING.<\/p>\n
The Company’s obligation to effect the Closing is, unless waived in
\nwriting by the Company, subject to the fulfillment of the following
\nconditions:<\/p>\n
6.1 REPRESENTATIONS AND WARRANTIES. The
\nrepresentations made in SECTION 3 by each of the Investors shall be true and
\ncorrect in all material respects as of the date hereof and as of the Closing
\nDate.<\/p>\n
6.2 COVENANTS. All covenants, agreements, and
\nconditions contained in this Agreement to be performed or complied with by
\nthe Investor on or prior to the Closing Date shall have been performed or
\ncomplied with in all material respects.<\/p>\n
6.3 CERTIFICATE. Each of the Investors shall have
\ndelivered to the Company a certificate in form and substance satisfactory to
\nthe Company, dated as of the Closing Date and signed by an executive officer
\nof each of the Investors, to the effect that the conditions set forth in
\nSECTIONS 6.1 and 6.2 have been satisfied.<\/p>\n
6.4 PERMITS. All permits, authorizations, consents,
\nlicenses or approvals of all relevant governmental or regulatory authorities
\nrequired for the execution and consummation by the Investors of the
\ntransactions contemplated by the Transaction Agreements shall have been duly
\nobtained.<\/p>\n
6.5 PROCEEDINGS AND DOCUMENTS. All corporate and other
\nproceedings of each Investor in connection with the transactions contemplated
\nhereby and all documents and instruments incidental to such transactions
\nshall be reasonably satisfactory in substance and form to the Company.<\/p>\n
6.6 PAYMENT OF PURCHASE PRICE. The Investors shall
\nhave delivered to the Company the purchase price for the Shares.<\/p>\n
6.7 TRANSACTION AGREEMENTS. Each Transaction Agreement
\nshall have been executed and delivered by each party thereto other than the
\nCompany and Ariba.<\/p>\n
6.8 NO INJUNCTIONS OR REGULATORY RESTRAINTS. No
\ntemporary restraining order, preliminary or permanent injunction or other
\norder issued by any court of competent jurisdiction or governmental or
\nregulatory authority or other legal or regulatory restraint or prohibition
\npreventing the consummation of the Closing shall be in effect.<\/p>\n
6.9 BOARD OF DIRECTORS. [*] and [*] shall be available
\nto serve on the Board of Directors if nominated by the Company.<\/p>\n
* Represents confidential information for which Ariba, Inc. is seeking
\n confidential treatment with the Securities and Exchange Commission. <\/p>\n
7<\/p>\n
7. COVENANTS OF THE PARTIES.<\/p>\n
7.1 REVENUE COMMITMENT.<\/p>\n
(a) REVENUE TARGETS. The Revenue Targets for
\neach Revenue Period are as follows:<\/p>\n
\n\n Revenue Period Revenue Target Revenue Date
\n ————– ————– ————
\n
\n 1 [*] [*]
\n 2 [*] [*]
\n 3 [*] [*]
\n 4 [*] [*]
\n 5 [*] [*]
\n 6 [*] [*]
\n 7 [*] [*]
\n 8 [*] [*]
\n<\/c><\/c><\/s><\/caption>\n<\/table>\n[*]<\/p>\n
[*]<\/p>\n
* Represents confidential information for which Ariba, Inc. is seeking
\n confidential treatment with the Securities and Exchange Commission. <\/p>\n
8<\/p>\n
\n\n Revenue Period Reduced Revenue Target Shifted Amount Revised Total
\n ————– ———————- ————– ————-
\n
\n 1 [*] [*] [*]
\n 2 [*] [*] [*]
\n 3 [*] [*] [*]
\n 4 [*] [*] [*]
\n 5 [*] [*] [*]
\n 6 [*] [*] [*]
\n 7 [*] [*] [*]
\n 8 [*] [*] [*]
\n 9 [*] [*] [*]
\n 10 [*] [*] [*]
\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n (b) NOTICE OF REVENUE. Within ten (10) days
\nafter the end of each Revenue Period, the Company will provide each Investor
\nwith a report, prepared in accordance with the Company’s records, summarizing
\nin reasonable detail the Qualifying Revenues earned by the Company for such
\nRevenue Period, with appropriate documentation reasonably requested by the
\nInvestors to verify the calculation of such Qualifying Revenues set out in
\nthe report (the “QUALIFYING REVENUE REPORT”).<\/p>\n
(c) If a [*] exists for a Revenue Period,
\nthen within ten (10) days after receiving the Qualifying Revenue Report,
\nSOFTBANK shall cause the Company to receive an amount of [*] equal to the [*]
\n(including such [*] as may be purchased by SOFTBANK or its Affiliate (as
\ndefined in the Shareholders Agreement) as well as by any [*]) to the extent
\npermitted in the following sentence. [*]<\/p>\n
* Represents confidential information for which Ariba, Inc. is seeking
\n confidential treatment with the Securities and Exchange Commission. <\/p>\n
9<\/p>\n
(d) NOTICE OF OBJECTION. After any payment or
\npurchase has been made in compliance with SECTION 7.1(c) for any Revenue
\nPeriod and within sixty (60) days from the Revenue Date for such period (the
\n“OBJECTION NOTICE PERIOD”), either Investor may give the Company written
\nnotice that such Investor or both Investors object to the calculation of
\nQualifying Revenues set forth in such Qualifying Revenue Report (the
\n“OBJECTION NOTICE”). Upon receipt of any Objection Notice, the parties will
\nuse reasonable efforts to resolve any objections. If the parties are unable
\nto resolve the dispute within twenty (20) days from the date of the Objection
\nNotice, the parties will jointly select an accounting firm of international
\nstanding to resolve the dispute. If the parties are unable to agree on the
\nchoice of such an accounting firm, they will select an accounting firm of
\ninternational standing by lot (other than any accounting firms for any of the
\nparties) (the “ACCOUNTANT”) which shall determine the Qualifying Revenue for
\nthe applicable Revenue Period. The Accountant shall deliver to each of the
\nparties its determination within twenty (20) days after being selected, and
\nthe determination of the Accountant shall be binding upon the parties. The
\nexpenses of the Accountant shall be borne equally by the parties, provided
\nthat if the Investors’ objection is resolved in the Investors’ favor, the
\nCompany shall reimburse the Investor to the extent required so that the
\namount paid by the Investor pursuant to Section 7.1 less the amount of such
\nreimbursement is in accordance with the resolution of the dispute.<\/p>\n
(e) The Company shall maintain complete and
\naccurate accounting records in accordance with sound accounting principles
\nand will preserve such records for a period of at least two (2) years. The
\nInvestors may semi-annually, or at such additional time at the Investors’
\nrequest, audit, or hire an independent auditor to audit, the operations,
\nbooks and records of the Company required to be maintained pursuant to this
\nSection.<\/p>\n
(f) As used herein, unless otherwise defined,
\nthe following capitalized terms have the following respective meanings:<\/p>\n
(i) [*] Potential customers of the
\nCompany (A) listed on a schedule approved by the Company and the Investors on
\nor before the execution of this Agreement or (B) mutually agreed upon by the
\nCompany and the Investors as follows:<\/p>\n
Prior to commencing substantial sales efforts with respect to any potential
\n[*] (a “Target”), SOFTBANK shall notify the Company in writing identifying
\nsuch Target, and provide Company with any such documentation relating to such
\nTarget as may be reasonably requested by Company. [*]<\/p>\n
* Represents confidential information for which Ariba, Inc. is seeking
\n confidential treatment with the Securities and Exchange Commission. <\/p>\n
10<\/p>\n
(ii) [*] A localized [*]
\nlanguage version of Ariba Marketplace.<\/p>\n
(iii) [*] The aggregate Revenue
\nreceived from and only from each [*] (A) for support for the first year for
\nwhich support is rendered to such [*] (but no subsequent years) and (B) for
\nproduct licensing (but not any revenue or other credit from consulting,
\nmaintenance, training, education or other professional services).<\/p>\n
(iv) REVENUE: Revenue shall mean (i)
\nrevenue that is recognized in accordance with Ariba’s revenue recognition
\npolicies as then in effect, and (ii) cash payments received by the Company
\nwhich are recognizable in accordance with U.S. GAAP and are not subject to
\nany contingencies. For purposes of clause (ii) above, such payments shall be
\nconsidered “Revenue” regardless of whether the Company actually recognizes
\nsuch payments as revenue so long as the payments are recognizable as defined
\nin clause (ii) above. Any amounts credited as “Revenue” pursuant to clause
\n(i) above for which cash is not collected (“Uncollectible Amount”) by the end
\nof the quarter immediately following the Revenue Period in which such
\n“Revenue” is recognized (the “Next Revenue Period”), shall result in an
\nincrease in the Revenue Target (on a dollar for dollar basis) for the Revenue
\nPeriod immediately following the Next Revenue Period equal to the
\nUncollectible Amount.<\/p>\n
(v) REVENUE DATE: The last day of
\neach respective Revenue Period as set forth in SECTION 7.1(a).<\/p>\n
(vi) REVENUE PERIOD: The three month
\nperiods set forth in SECTION 7.1(a), to which the Revenue Target apply and
\nany subsequent three month periods as necessary for any Shifted Amount.<\/p>\n
(vii) REVENUE TARGET: The targeted
\nlevel of Qualifying Revenue for each Revenue Period as set forth in SECTION
\n7.1(a), as adjusted pursuant to SECTION 7.1(a).<\/p>\n
(viii) [*] shall mean, for any Revenue
\nPeriod, the amount, if any, by which the Qualifying Revenue is [*] than the
\nRevenue Target, provided that such [*] shall be [*] on a dollar-for-dollar
\nbasis by an amount equal to the amount, if any, by which the aggregate amount
\nof Qualifying Revenue for all prior Revenue Periods, including the aggregate
\namount of Qualifying Revenues that the Company receives for prior Revenue
\nPeriods pursuant to Section 7.1(c), exceeds the sum of the Revenue Targets
\nfor all prior Revenue Periods.<\/p>\n
(ix) U.S. GAAP: Generally accepted
\naccounting principles of the United States of America.<\/p>\n
7.2 LICENSE OF SOFTWARE PRODUCTS. The Company and [*]
\nshall negotiate in good faith toward [*] license of Software Products (as
\ndefined in the License Agreement) on terms and conditions acceptable to the
\nparties, resulting in Qualifying Revenues no less than [*]. The terms of the
\nlicense shall require payment in full by [*], with the specific payment
\nschedule to be set forth in the agreement. <\/p>\n
* Represents confidential information for which Ariba, Inc. is seeking
\n confidential treatment with the Securities and Exchange Commission. <\/p>\n
11<\/p>\n
The parties shall use all diligent efforts to execute and deliver an
\nagreement by [*].<\/p>\n
7.3 CONFIDENTIALITY.<\/p>\n
(a) The Investors recognize that, in
\nconnection with the performance of this Agreement, the Company may disclose
\nConfidential Information (as defined below) to the Investors. For purposes of
\nthis Agreement, “CONFIDENTIAL INFORMATION” means (i) proprietary information
\n(whether owned by the Company or a third party to whom the Company owes a
\nnon-disclosure obligation) regarding the Company’s business or (ii)
\ninformation which is marked as confidential at the time of disclosure to the
\nInvestors, or if in oral form, is identified as confidential at the time of
\noral disclosure. Confidential Information shall not include information
\nwhich: (A) was known to the Investors at the time of the disclosure by the
\nCompany; (B) has become publicly known through no wrongful act of the
\nInvestors; (C) has rightfully been received by the Investors from a third
\nparty without an obligation of confidentiality; or (D) has been independently
\ndeveloped by the Investors. Each of the Investors agrees (x) not to use any
\nsuch Confidential Information for any purpose other than in the performance
\nof its obligations under this Agreement and (y) not to disclose any such
\nConfidential Information, except (1) to its employees who are reasonably
\nrequired to have the Confidential Information in connection herewith or with
\nany of the other Transaction Agreements, (2) to its agents, representatives,
\nlawyers and other advisers that have a need to know such Confidential
\nInformation or (3) pursuant to, and to the extent of, a request or order by a
\ncourt or other governmental authority; PROVIDED that such parties undertake
\nin writing (or are otherwise bound by rules of professional conduct) to keep
\nsuch information strictly confidential. Each of the Investors agrees to take
\nall reasonable measures to protect the secrecy and confidentiality of, and
\navoid disclosure or unauthorized use of, the Company’s Confidential
\nInformation.<\/p>\n
(b) Each of the Investors acknowledges and
\nagrees that (i) its obligations under this SECTION 7.3 are necessary and
\nreasonable to protect the Company and its business, (ii) any violation of
\nthese provisions could cause irreparable injury to the Company for which
\nmoney damages would be inadequate, and (iii) as a result, the Company shall
\nbe entitled to obtain injunctive relief against the threatened breach of the
\nprovisions of this SECTION 7.3 without the necessity of proving actual
\ndamages. Each of the Investors agrees that the remedies set forth in this
\nSECTION 7.3 are in addition to and in no way preclude any other remedies or
\nactions that may be available to the Company at law or under this Agreement.<\/p>\n
(c) Each of the Investors agrees that the
\nterms and conditions of this Agreement and the Transaction Agreements shall
\nbe treated as Confidential Information and that no reference thereto shall be
\nmade without the prior written consent of the Company (which consent shall
\nnot be unreasonably withheld) except (a) as required by applicable law
\nincluding, without limitation, by the U.S. Securities and Exchange Commission
\nand Japanese governmental authorities and relevant stock exchanges or
\nmarkets, (b) to its accountants, banks, financing sources, lawyers and other
\nprofessional advisors, PROVIDED that such parties undertake in writing (or
\nare otherwise bound by rules of professional conduct) to keep such
\ninformation strictly confidential, (c) in connection with the enforcement of
\nthis Agreement, (d) in connection with a merger, acquisition or similar
\ntransaction or (e) pursuant to joint press releases mutually agreed to by the
\nparties to be prepared in good faith.<\/p>\n
* Represents confidential information for which Ariba, Inc. is seeking
\n confidential treatment with the Securities and Exchange Commission. <\/p>\n
12<\/p>\n
7.4 GOVERNMENTAL FILINGS.<\/p>\n
If any Japanese withholding taxes are imposed on dividends
\npayable to the Investors by the Company, the Company shall withhold such
\namounts, pay the same to the Japanese tax authority, and promptly furnish the
\nInvestors with appropriate documentation of the amounts so withheld as soon
\nas practicable. The Company shall cooperate with the Investors to make and
\nnecessary filings to utilize the lowest withholding rate available under any
\ntreaty between Japan and the United States.<\/p>\n
8. TERM AND TERMINATION.<\/p>\n
8.1 TERM. This Agreement shall be effective as of the
\nEffective Date and shall continue in effect until and unless terminated
\npursuant to SECTION 8.2.<\/p>\n
8.2 TERMINATION. This Agreement may be terminated as
\nfollows:<\/p>\n
(a) Upon the parties’ mutual written
\nagreement.<\/p>\n
(b) If any of the Company, Ariba or either
\nInvestor fails to perform, in any material respect, any of its material
\nobligations hereunder or under any of the other Transaction Agreements, and
\nif such default continues for a period of thirty (30) days after the date the
\ndefaulting party first receives written notice of such default from either
\nInvestor (if Ariba or the Company is the defaulting party) or Ariba or the
\nCompany (if either of the Investors is the defaulting party), then either
\nInvestor (if Ariba or the Company is the defaulting party) or the Company (if
\neither of the Investors is the defaulting party) shall have the right to
\nterminate this Agreement effective immediately upon written notice to the
\ndefaulting party at any time after such thirty (30)-day period.<\/p>\n
(c) The Investors shall have the right to
\nterminate this Agreement, effective immediately upon written notice to Ariba
\nand the Company, in the event that either Ariba or the Company has elected to
\nterminate [*] in accordance with its terms.<\/p>\n
(d) Notwithstanding the foregoing, the right
\nof the Investors to terminate this Agreement pursuant to Section 8.2(b), as a
\nresult of a default of the Company, or pursuant to Section 8.2(c), as a
\nresult of a termination of [*] by the Company, shall exist only if [*] and
\nonly if no [*] (as defined in the Shareholders Agreement) is in effect.<\/p>\n
(e) Any of the Company, SOFTBANK or SOFTBANK
\nParent shall have the right to terminate this Agreement, effective
\nimmediately upon written notice to the other party, if the Closing has not
\noccurred on or before December 31, 2000.<\/p>\n
(f) Any of the Company or the Investors shall
\nhave the right to terminate this Agreement, effective immediately upon
\nwritten notice to the other party, in the event that the Company (where an
\nInvestor is the party giving notice) or an Investor (where the Company is the
\nparty giving notice) is dissolved, liquidated or declared bankrupt or a
\nfiling for <\/p>\n
* Represents confidential information for which Ariba, Inc. is seeking
\n confidential treatment with the Securities and Exchange Commission. <\/p>\n
13<\/p>\n
voluntary or involuntary bankruptcy, civil rehabilitation or for the
\napplication of other similar insolvency or rehabilitation procedures is made
\nby such party.<\/p>\n
(g) Notwithstanding the foregoing, SECTION
\n7.3 and ARTICLE 9 (except for SECTION 9.6, which shall not survive
\ntermination) shall survive a termination of the Agreement. Termination of
\nthis Agreement for any reason shall not release any party from any liability
\nor obligation which has already accrued as of the effective date of such
\ntermination, and shall not constitute a waiver or release of, or otherwise be
\ndeemed to prejudice or adversely affect, any rights, remedies or claims,
\nwhether for damages or otherwise, which a party may have hereunder, at law,
\nequity or otherwise or which may arise out of or in connection with such
\ntermination.<\/p>\n
9. MISCELLAect the
\nvalidity or enforceability of any agreement or other commitment to which
\nAriba is a party and which would materially and adversely affect Ariba, or
\n(v) result in the creation of any lien, pledge, mortgage, claim, charge or
\nencumbrance upon any assets of Ariba.<\/p>\n
* Represents confidential information for which Ariba, Inc. is seeking
\n confidential treatment with the Securities and Exchange Commission. <\/p>\n
17<\/p>\n
(f) LITIGATION. There are no actions, suits
\nor proceedings pending or, to Ariba’s knowledge, threatened, against Ariba
\nbefore any court or governmental agency which question Ariba’s right to enter
\ninto or perform this Agreement or other Transaction Agreements to which it is
\na party, or which question the validity of this Agreement or any of the other
\nTransaction Agreements.<\/p>\n
(g) DISCLOSURE. No representation or warranty
\nby Ariba contained in this Agreement or any other Transaction Agreement to
\nwhich it is a party, and no exhibit, writing or other instrument required to
\nbe furnished pursuant hereto contains any untrue statement of a material fact
\nor omits any material fact necessary in order to make the statements and
\ninformation contained herein or therein not misleading.<\/p>\n
24. EFFECTIVENESS, TERM AND TERMINATION.<\/p>\n
24.1 TERM. This Agreement shall be effective as of the
\nEffective Date and shall continue in effect until and unless terminated
\npursuant to Section 24.2.<\/p>\n
24.2 TERMINATION. This Agreement may be terminated as
\nfollows:<\/p>\n
(a) Upon the Parties’ mutual written agreement.<\/p>\n
(b) By either Ariba or the Company, effective
\nimmediately upon written notice to the other Parties, if either SOFTBANK
\nParent or SOFTBANK breaches any material provision of this Agreement or of
\nany of the other Transaction Agreements in any material respect and such
\nbreach continues for a period of thirty (30) days after the delivery of
\nwritten notice of the default, describing the default in reasonable detail.<\/p>\n
(c) By either SOFTBANK Parent or SOFTBANK,
\neffective immediately upon written notice to the other Parties, if Ariba or
\nthe Company breaches any material provision of this Agreement or of any of
\nthe other Transaction Agreements in any material respect and such breach
\ncontinues for a period of thirty (30) days after the delivery of written
\nnotice of the default, describing the default in reasonable detail.<\/p>\n
(d) By either SOFTBANK Parent or SOFTBANK,
\neffective immediately upon written notice to Ariba and the Company, in the
\nevent that either Ariba or the Company terminates or elects to terminates [*]
\nin accordance with its terms.<\/p>\n
(e) Ariba, effective immediately upon written
\nnotice to the other Parties in the event that either Ariba or the Company has
\nelected to terminate [*] in accordance with its terms.<\/p>\n
(f) By either SOFTBANK Parent, SOFTBANK,
\nAriba or the Company, effective immediately upon written notice to the other
\nParties, in the event that any other Party is dissolved, liquidated or
\ndeclared bankrupt or a filing for voluntary or involuntary.<\/p>\n
(g) Notwithstanding the foregoing, the right
\nof SOFTBANK and SOFTBANK Parent to terminate this Agreement pursuant to
\nSection 24.2(c), as a result of a breach by the Company, or pursuant to
\nSection 24.2(d), as a result of a termination of [*],<\/p>\n
* Represents confidential information for which Ariba, Inc. is seeking
\n confidential treatment with the Securities and Exchange Commission.<\/p>\n
18<\/p>\n
shall exist only if [*] and only if no [*] is in effect.<\/p>\n
24.3 CONTINUING LIABILITY. Notwithstanding the
\nforegoing, Article 25 and Article 26 (except for Section 26.6, which shall
\nnot survive termination) shall surviverovision shall be construed, to the extent
\nfeasible, so as to render the provision enforceable, and if no feasible
\ninterpretation would save such provision, it shall be severed from the
\nremainder of this Agreement which shall remain in full force and effect
\nunless the severed provision is essential and material to the rights or
\nbenefits received by any party. In such event, the parties shall use best
\nefforts to negotiate, in good faith, a substitute, valid and enforceable
\nprovision or agreement which most nearly affects the parties’ intent in
\nentering into this Agreement.<\/p>\n
9.5 REFERENCES; SUBJECT HEADINGS. Unless otherwise
\nindicated, references 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, and
\nshall not affect the construction or interpretation of any of its provisions.<\/p>\n
9.6 FURTHER ASSURANCES. The parties shall each perform
\nsuch acts, execute and deliver such instruments and documents, and do all
\nsuch other things as may be reasonably necessary to accomplish the
\ntransactions contemplated in this Agreement.<\/p>\n
9.7 EXPENSES. Each of the parties will bear its own
\ncosts and expenses, including, without limitation, fees and expenses of legal
\ncounsel, accountants, brokers, consultants and other representatives used or
\nhired in connection with the negotiation and preparation of this Agreement
\nand consummation of the transactions contemplated hereby. All such expenses
\nincurred by the Company shall be borne by the Company to the maximum extent
\npermitted by applicable law including, without limitation, expenses relating
\nto the formation of the Company, any transfer taxes for transfer of the
\nCompany stock to the parties, registration charges, taxes, fees and expenses
\nrelating to required governmental or regulatory approvals, notary fees and
\nlegal fees and expenses.<\/p>\n
9.8 NO WAIVER. No waiver of any term or condition of
\nthis Agreement shall be valid or binding on a party unless the same shall
\nhave been set forth in a written document, specifically referring to this
\nAgreement and duly signed by the waiving party. The failure of a party to
\nenforce at any time any of the provisions of this Agreement, or the failure
\nto require at any time performance by one or both of the other parties of any
\nof the provisions of this Agreement, shall in no way be construed to be a
\npresent or future waiver of such provisions, nor in any way affect the
\nability of a party to enforce each and every such provision thereafter.<\/p>\n
9.9 ENTIRE AGREEMENT; AMENDMENTS. The terms and
\nconditions contained in this Agreement (including the Schedules and Exhibits
\nhereto), the other Transaction Agreements and the Ariba Non-Disclosure
\nAgreement dated October 19, 2000 by and between Ariba and the <\/p>\n
* Represents confidential information for which Ariba, Inc. is seeking
\n confidential treatment with the Securities and Exchange Commission. <\/p>\n
16<\/p>\n
Investors constitute the entire agreement between the parties and supersede
\nall previous agreements and understandings, whether oral or written, between
\nthe parties with respect to the subject matter hereof. No agreement or
\nunderstanding amending this Agreement shall be binding upon any party unless
\nset forth in a written document which expressly refers to this Agreement and
\nwhich is signed and delivered by duly authorized representatives of each
\nparty.<\/p>\n
9.10 ASSIGNMENT. No party shall assign this Agreement
\nor any rights or obligations hereunder without the other parties’ prior
\nwritten consent, except that (i) the Company may assign this Agreement to a
\nPerson into which it has merged or which has otherwise succeeded to all or
\nsubstantially all of the Company’s business or assets and (ii) the Investors
\nmay assign this Agreement to a Person that is a wholly owned subsidiary of
\nSOFTBANK Parent or a Person who has succeeded to all or substantially all of
\nSOFTBANK Parent’s business or assets. All assignees under this SECTION 9.10
\nmust assume in writing or by operation of law, the assigning party’s
\nobligations under this Agreement, PROVIDED, HOWEVER, that the assigning party
\nshall remain liable for the assignee’s performance of its obligations
\nhereunder. This Agreement shall inure to the benefit of, and shall be binding
\nupon, the parties and their respective permitted successors and assigns.<\/p>\n
9.11 NO AGENCY. The parties are independent
\ncontractors. Nothing contained herein or done in pursuance of this Agreement
\nshall constitute any party the agent of any other party for any purpose or in
\nany sense whatsoever.<\/p>\n
9.12 NO BENEFICIARIES. Nothing herein express or
\nimplied, is intended to or shall be construed to confer upon or give to any
\nperson, firm, corporation or legal entity, other than the parties and their
\naffiliates who hold securities (and, in the case of the Investors, any
\naffiliates of SOFTBANK Parent), any interests, rights, remedies or other
\nbenefits with respect to or in connection with any agreement or provision
\ncontained herein or contemplated hereby.<\/p>\n
9.13 COUNTERPARTS. This Agreement may be executed in
\nany number of counterparts, and each counterpart shall constitute an original
\ninstrument, but all such separate counterparts shall constitute only one and
\nthe same instrument.<\/p>\n
* Represents confidential information for which Ariba, Inc. is seeking
\n confidential treatment with the Securities and Exchange Commission. <\/p>\n
17<\/p>\n
IN WITNESS WHEREOF, the parties have executed this Agreement as of
\nthe date first above written.<\/p>\n
COMPANY:<\/p>\n
NIHON ARIBA K.K.<\/p>\n
By: \/s\/ KEITH J. KRACH
\n ——————————————
\n Title: Chairman & CEO
\n —————————————<\/p>\n
INVESTORS:<\/p>\n
SOFTBANK E-COMMERCE CORP.<\/p>\n
By: \/s\/ KEN MIYAUCHI
\n ——————————————
\n Title:
\n —————————————<\/p>\n
SOFTBANK CORP.<\/p>\n
By: \/s\/ MASAYOSHI SON
\n ——————————————
\n Title:
\n —————————————<\/p>\n
* Represents confidential information for which Ariba, Inc. is seeking
\n confidential treatment with the Securities and Exchange Commission. <\/p>\n
EXHIBIT 2.1<\/p>\n
Articles of Incorporation<\/p>\n
* Represents confidential information for which Ariba, Inc. is seeking
\n confidential treatment with the Securities and Exchange Commission. <\/p>\n
EXHIBIT 2.11<\/p>\n
Commercial Register<\/p>\n
* Represents confidential information for which Ariba, Inc. is seeking
\n confidential treatment with the Securities and Exchange Commission. <\/p>\n
EXHIBIT 5.8(a)<\/p>\n
Shareholders Agreement<\/p>\n
* Represents confidential information for which Ariba, Inc. is seeking
\n confidential treatment with the Securities and Exchange Commission. <\/p>\n
EXHIBIT 5.9<\/p>\n
Opinion of Counsel for the Company<\/p>\n
* Represents confidential information for which Ariba, Inc. is seeking
\n confidential treatment with the Securities and Exchange Commission. <\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6749],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9622,9627],"class_list":["post-43699","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-ariba-inc","corporate_contracts_industries-technology__software","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\/43699","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=43699"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43699"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43699"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43699"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}