SOFTBANK i. SOFTBANK will deliver to the SOFTBANK Escrow Agent Twenty Million Dollars (US$20,000,000.00) which represents payment under the Master Software License Agreement attached hereto as Exhibit B (the “MSLA”). These payment instructions supersede any contrary or conflicting payment instructions in the MSLA. Such delivery shall be made by wire transfer of immediately available funds to the account (the “SOFTBANK Escrow Account”) established by SOFTBANK as the SOFTBANK Escrow Account pursuant to the Escrow Agreement. The SOFTBANK Escrow Agent shall give notice by electronic mail and facsimile to the Ariba Escrow Agent of the completed wire transfer, as provided for under the Escrow Agreement.
SOFTBANK. SOFTBANK is a corporation duly organized and validly existing under the laws of Japan, and has full power and authority to, conduct its business and to own or lease and to operate its properties as and in the places where such business is conducted and such properties are owned, leased or operated.
SOFTBANK. SoftBank Group is a Japanese corporation listed on the Tokyo Stock Exchange, with operations in broadband, mobile and fixed-line telecommunications, e-commerce, Internet, technology services, media and marketing, and other businesses. SoftBank Vision Fund II-2 L.P. (“Vision Fund”), established in Jersey as a limited partnership, is an investment fund that focuses on investments in the global technology industry. Its general partner is SVF II GP (Jersey) Limited, a company incorporated in Jersey and a wholly-owned subsidiary of SoftBank Group. SVF II CORTEX SUBCO (DE) LLC is an investment holding company incorporated in the State of Delaware and is wholly-owned by the Vision Fund. Softbank Group is listed on the Tokyo Stock Exchange and no approval from any stock exchange or other regulatory authorities or its shareholders are required for its cornerstone investment in the Company. JD Logistics and Vision Fund are currently in discussion to explore strategic cooperation possibilities that utilize JD Logistics’ innovative logistics system and advanced supply chain technologies.
SOFTBANK. SoftBank hereby represents and warrants to Altaba, as of the date hereof, as follows:
SOFTBANK. Cayman Project 2 Limited, a company incorporated under the laws of Cayman Islands By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director
SOFTBANK. Cayman Project 2 Limited, a Cayman entity By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director BUYER Shift Technologies, Inc., a Delaware corporation By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: CEO Annex A Transferred Assets
