Exhibit
10.1


 


REGISTRATION
RIGHTS AGREEMENT


 


REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 10, 2003,
by and among Commerce One, Inc., a Delaware corporation, with headquarters
located at 4440 Rosewood Dr., Pleasanton, CA 
94588 (the “Company”),
and the undersigned buyers (each, a “Buyer” and collectively, the “Buyers”).


 


WHEREAS:


 


A.           In connection with the Securities Purchase
Agreement by and among the parties hereto of even date herewith (the “Securities
Purchase Agreement”), the Company has agreed, upon the terms and
subject to the conditions of the Securities Purchase Agreement, to issue and
sell to the Buyers an aggregate of (i) 100,000 shares (the “Preferred Shares”)
of the Company’s Series B Convertible Preferred Stock (the “Preferred Stock”),
which will be convertible into shares of the Company’s common stock, par value
$0.0001 per share (the “Common
Stock”) (as converted, the “Conversion Shares”) in accordance with
the terms of the Company’s Certificate of Designations, Preferences and Rights
of the Preferred Stock (the “Certificate of Designations”) and (ii)
warrants (the “Warrants”)
to purchase shares of Common Stock (the “Warrant Shares”); and


 


B.             To induce the Buyers to execute and
deliver the Securities Purchase Agreement, the Company has agreed to provide
certain registration rights under the Securities Act of 1933, as amended, and
the rules and regulations thereunder, or any similar successor statute
(collectively, the “1933 Act”),
and applicable state securities laws.


 


C.             The location of defined terms in this
Agreement is set forth on the Index of Terms attached hereto.


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and each of the Buyers hereby
agree as follows:


 


1.               Definitions.


 


As used in
this Agreement, the following terms shall have the following meanings:


 


a.               “Business Day”
means any day other than Saturday, Sunday or any other day on which commercial
banks in The City of New York are authorized or required by law to remain
closed.


 


b.              “Investor” means a Buyer, any permitted
transferee or assignee thereof to whom a Buyer assigns its rights under this
Agreement in connection with a transfer of Registrable Securities and who
agrees to become bound by the provisions of this Agreement in accordance with
Section 9 and any permitted transferee or assignee thereof to whom a transferee
or assignee assigns its rights under this Agreement in connection with a
transfer of Registrable Securities and who agrees to become bound by the
provisions of this Agreement in accordance with Section 9.


 

















 


c.               “Person” means an individual, a limited
liability company, a partnership, a joint venture, a corporation, a trust, an
unincorporated organization and 
governmental or any department or agency thereof.


 


d.              “register,” “registered,” and “registration”
refer to a registration effected by preparing and filing one or more
Registration Statements (as defined below) in compliance with the 1933 Act and
pursuant to Rule 415 under the 1933 Act or any successor rule providing for
offering securities on a continuous or delayed basis (“Rule 415”),
and the declaration or ordering of effectiveness of such Registration
Statement(s) by the United States Securities and Exchange Commission (the “SEC”).


 


e.               “Registrable
Securities” means (i) the Conversion Shares issued or issuable
upon conversion of the Preferred Shares, (ii) the Warrant Shares issued or
issuable upon exercise of the Warrants and (iii) any shares of capital stock
issued or issuable with respect to the Conversion Shares, the Preferred Shares,
the Warrant Shares or the Warrants as a result of any stock split, stock
dividend, recapitalization, exchange or similar event or otherwise, without
regard to any limitations on conversions of the Preferred Shares or exercises
of Warrants.


 


f.                 “Registration
Statement” means a registration statement or registration
statements of the Company filed under the 1933 Act covering the Registrable
Securities.


 


Capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings set forth in the Securities Purchase Agreement.


 


2.               Registration.


 


a.               Mandatory
Registration.  The Company shall
prepare, and, as soon as practicable but in no event later than 45 days after
the Closing Date (as defined in the Securities Purchase Agreement) (the “Filing Deadline”),
file with the SEC the Registration Statement on Form S-3 covering the resale of
all of the Registrable Securities.  In
the event that Form S-3 is unavailable for such a registration, the Company
shall use such other form as is available for such a registration, subject to
the provisions of Section 2(d); provided that the Company represents and
warrants that it is currently eligible to register the Registrable Securities
on Form S-3 and knows of no reason why it will not be eligible to so register
the Registrable Securities on Form S-3 on or before the Filing Deadline and on
or before the Effectiveness Deadline. 
The Registration Statement prepared pursuant hereto shall register for
resale at least 7,300,000 shares of Common Stock.  The Company shall use its reasonable best efforts to have the
Registration Statement declared effective by the SEC as soon as practicable,
but in no event later than the date which is 180 days after the Closing Date
(the “Effectiveness
Deadline”).


 


b.              Allocation of
Registrable Securities.  The initial
number of Registrable Securities included in any Registration Statement and
each increase in the number of Registrable Securities included therein shall be
allocated pro rata among the Investors based on the number of Registrable
Securities held by each Investor at the time the Registration Statement
covering such initial number of Registrable Securities or increase thereof is
declared effective by the SEC.  In the
event that an Investor sells or otherwise transfers any of such Investor’s
Registrable


 


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Securities, each transferee
shall be allocated a pro rata portion of the then remaining number of
Registrable Securities included in such Registration Statement for such
transferor.  Any shares of Common Stock
included in a Registration Statement and which remain allocated to any Person
which ceases to hold any Registrable Securities covered by such Registration
Statement shall be allocated to the remaining Investors, pro rata based on the
number of Registrable Securities then held by such Investors which are covered
by such Registration Statement.  The
Company may include securities other than Registrable Securities on any
Registration Statement to the extent the Company is contractually obligated to
do so pursuant to registration rights obligations in existence prior to the
date of this Agreement.


 


c.               Legal Counsel.  Subject to Section 5 hereof, the Buyers
holding at least a majority of the Registrable Securities shall have the right
to select one legal counsel to review and oversee any offering pursuant to this
Section 2 (“Legal
Counsel”), which shall be Schulte Roth & Zabel LLP or such
other counsel as thereafter designated by the holders of at least a majority of
the Registrable Securities.  The Company
and Legal Counsel shall reasonably cooperate with each other in performing the
Company’s obligations under this Agreement.


 


d.              Ineligibility for
Form S-3.  In the event that Form
S-3 is not  available for the
registration of the resale of Registrable Securities hereunder, the Company
shall (i) register the resale of the Registrable Securities on another
appropriate form reasonably acceptable to the holders of at least a majority of
the Registrable Securities and (ii) undertake to register the Registrable
Securities on Form S-3 as soon as such form is available, provided that the
Company shall maintain the effectiveness of the Registration Statement then in
effect until such time as a Registration Statement on Form S-3 covering the
Registrable Securities has been declared effective by the SEC.


 


e.               Sufficient
Number of Shares Registered.  In the
event the number of shares available under a Registration Statement filed
pursuant to Section 2(a) is insufficient to cover all of the Registrable
Securities required to be covered by such Registration Statement or an
Investor’s allocated portion of the Registrable Securities pursuant to Section
2(b), the Company shall amend the Registration Statement, or file a new
Registration Statement (on the short form available therefor, if applicable),
or both, so as to cover at least the number of such Registrable Securities as
of the trading day immediately preceding the date of the filing of such
amendment or new Registration Statement, in each case, as soon as practicable,
but in any event not later than fifteen (15) days after the necessity therefor
arises.  The Company shall use its
reasonable best efforts to cause such amendment and/or new Registration
Statement to become effective as soon as practicable following the filing
thereof.  The calculation of the number
of Registrable Securities required to be covered by such Registration Statement
shall be made without regard to any limitations on the conversion of the
Preferred Shares or the exercise of the Warrants and such calculation shall
assume that the Preferred Shares and the Warrants are then convertible or
exercisable into shares of Common Stock and assuming the maximum amount of
Dividends (as defined in the Certificate of Designations) relating to the
Preferred Shares will be paid on the Preferred Shares.


 


f.                 Effect of
Failure to File and Obtain and Maintain Effectiveness of Registration Statement.  If (i) a Registration Statement covering all
the Registrable Securities and required to be filed by the Company pursuant to
this Agreement is not declared effective by the


 


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SEC on or before the Effectiveness Deadline or (ii) on any day after
the Registration Statement has been declared effective by the SEC and prior to
the termination of the Registration Period sales of all the Registrable
Securities required to be included on such Registration Statement cannot be
made (other than during an Allowable Grace Period (as defined in Section 3(r))
pursuant to the Registration Statement (including, without limitation, because
of a failure to keep the Registration Statement effective, to disclose such
information as is necessary for sales to be made pursuant to the Registration
Statement or to register sufficient shares of Common Stock), then, as partial
relief for the damages to any holder by reason of any such delay in or
reduction of its ability to sell the underlying shares of Common Stock (which
remedy shall not be exclusive of any other remedies available at law or in
equity), the Company shall pay to each holder of Preferred Shares relating to
such Registration Statement an amount in cash per such Preferred Share held
equal to the product of (i) $100 multiplied by (ii) the product of (I) .0005
multiplied by (II) the sum of (x) the number of days after the Effectiveness
Deadline that the Registration Statement is not declared effective by the SEC,
plus (y) the number of days after the Registration Statement has been declared
effective by the SEC that such Registration Statement is not available (other
than during an Allowable Grace Period) for the sale of at least all the
Registrable Securities required to be included on such Registration
Statement.  The payments to which a
holder shall be entitled pursuant to this Section 2(f) are referred to herein
as “Registration
Delay Payments.”  Registration Delay Payments shall be paid on
the earlier of (I) the last day of the calendar month during which such
Registration Delay Payments are incurred and (II) the third Business Day after
the event or failure giving rise to the Registration Delay Payments is
cured.  In the event the Company fails
to make Registration Delay Payments in a timely manner, such Registration Delay
Payments shall bear interest at the rate of 1.5% per month (prorated for
partial months) until paid in full.


 


3.               Related
Obligations.


 


At such time
as the Company is obligated to file a Registration Statement with the SEC
pursuant to Section 2(a) or 2(e), the Company will use its reasonable best
efforts to effect the registration of the Registrable Securities in accordance
with the intended method of disposition thereof and, pursuant thereto, the
Company shall have the following obligations:


 


a.               The Company shall
promptly prepare and file with the SEC a Registration Statement with respect to
the Registrable Securities (but in no event later than the applicable Filing
Deadline) and use its reasonable best efforts to cause such Registration
Statement relating to the Registrable Securities to become effective as soon as
practicable after such filing (but in no event later than the Effectiveness
Deadline).  The Company shall keep each
Registration Statement effective pursuant to Rule 415 at all times until the
earlier of (i) the date as of which the Investors may sell all of the
Registrable Securities covered by such Registration Statement without
restriction pursuant to Rule 144(k) (or successor thereto) promulgated under
the 1933 Act or (ii) the date on which the Investors shall have sold all the
Registrable Securities covered by such Registration Statement (the “Registration Period”),
which Registration Statement (including any amendments or supplements thereto
and prospectuses contained therein) shall not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein,
or necessary to make the statements therein, in the light of the circumstances
in which they were made, not misleading. 
The term “reasonable best efforts” shall mean, among other things, that
the Company shall submit to the SEC, within two (2) Business


 


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Days after the Company learns
that no review of a particular Registration Statement will be made by the staff
of the SEC or that the staff has no further comments on the Registration
Statement, as the case may be, and the approval of Legal Counsel pursuant to
Section 3(c), a request for acceleration of effectiveness of such Registration
Statement to a time and date not later than 48 hours after the submission of
such request.


 


b.              The Company shall
prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to a Registration Statement and the prospectus used
in connection with such Registration Statement, which prospectus is to be filed
pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to
keep such Registration Statement effective at all times during the Registration
Period, and, during such period, comply with the provisions of the 1933 Act
with respect to the disposition of all Registrable Securities of the Company
covered by such Registration Statement until such time as all of such
Registrable Securities shall have been disposed of in accordance with the
intended methods of disposition by the seller or sellers thereof as set forth
in such Registration Statement.  In the
case of amendments and supplements to a Registration Statement which are
required to be filed pursuant to this Agreement (including pursuant to this
Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q
or Form 8-K or any analogous report under the Securities Exchange Act of 1934,
as amended (the “1934 Act”), the Company shall have incorporated such
report by reference into the Registration Statement, if applicable, or shall
file such amendments or supplements with the SEC on the same day on which the
1934 Act report is filed which created the requirement for the Company to amend
or supplement the Registration Statement.


 


c.               The Company shall
(A) permit Legal Counsel to review and comment upon (i) the Registration
Statement at least five (5) Business Days prior to its filing with the SEC and
(ii) all other Registration Statements and all amendments and supplements to
all Registration Statements (except for Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K and any similar or
successor reports) within a reasonable number of days prior to their filing
with the SEC, and (B) not file any Registration Statement or amendment or
supplement thereto in a form to which Legal Counsel reasonably objects.  The Company shall not submit a request for
acceleration of the effectiveness of a Registration Statement or any amendment
or supplement thereto without the prior approval of Legal Counsel, which
consent shall not be unreasonably withheld. 
The Company shall furnish to Legal Counsel, without charge, (i) copies
of any correspondence from the SEC or the staff of the SEC to the Company or
its representatives relating to any Registration Statement, (ii) promptly after
the same is prepared and filed with the SEC, one copy of any Registration
Statement and any amendment(s) thereto and (iii) upon the effectiveness of any
Registration Statement, one copy of the prospectus included in such
Registration Statement and all amendments and supplements thereto.  The Company shall reasonably cooperate with
Legal Counsel in performing the Company’s obligations pursuant to this Section
3.


 


d.              The Company shall
furnish to each Investor whose Registrable Securities are included in any
Registration Statement, without charge, 
(i) promptly after the same is prepared and filed with the SEC, at least
one copy of such Registration Statement and any amendment(s) thereto and each
preliminary prospectus, (ii) upon the effectiveness of any Registration
Statement, such number of copies of the prospectus included in such
Registration 


 


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Statement and
all amendments and supplements thereto as such Investor may reasonably request
and (iii) such other documents, including copies of any preliminary or final
prospectus, as such Investor may reasonably request from time to time in order
to facilitate the disposition of the Registrable Securities owned by such
Investor.


 


e.               The Company shall
use its reasonable best efforts to (i) register and qualify, unless an
exemption from registration and qualification applies, the resale by Investors
of the Registrable Securities covered by a Registration Statement under such
other securities or “blue sky” laws of all applicable jurisdictions in the
United States, (ii) prepare and file in those jurisdictions, such amendments
(including post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof during
the Registration Period, (iii) take such other actions as may be necessary to
maintain such registrations and qualifications in effect at all times during
the Registration Period, and (iv) take all other actions reasonably necessary
or advisable to qualify the Registrable Securities for sale in such
jurisdictions; provided, however, that the Company shall not be required in
connection therewith or as a condition thereto to (x) qualify to do business in
any jurisdiction where it would not otherwise be required to qualify but for
this Section 3(e), (y) subject itself to general taxation in any such
jurisdiction, or (z) file a general consent to service of process in any such
jurisdiction.  The Company shall
promptly notify Legal Counsel and each Investor who holds Registrable
Securities of the receipt by the Company of any notification with respect to
the suspension of the registration or qualification of any of the Registrable
Securities for sale under the securities or “blue sky” laws of any jurisdiction
in the United States or its receipt of actual notice of the initiation or
threatening of any proceeding for such purpose.


 


f.                 The Company shall
notify Legal Counsel and each Investor in writing, including via facsimile or
e-mail, of the happening of any event, as promptly as practicable after becoming
aware of such event, as a result of which the prospectus included in a
Registration Statement, as then in effect, includes an untrue statement of a
material fact or omission to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading (provided that in no
event shall such notice contain any material, nonpublic information), and,
subject to Section 3(r), promptly prepare a supplement or amendment to such
Registration Statement to correct such untrue statement or omission, and
deliver such number of copies as Legal Counsel or such Investor may reasonably
request.  The Company shall also
promptly notify Legal Counsel and each Investor in writing, including via
facsimile or e-mail, (i) when a prospectus or any prospectus supplement or
post-effective amendment has been filed, and when a Registration Statement or
any post-effective amendment has become effective (notification of such
effectiveness shall be delivered to Legal Counsel and each Investor by
facsimile or e-mail on the same day of such effectiveness), (ii) of any request
by the SEC for amendments or supplements to a Registration Statement or related
prospectus or related information, and (iii) of the Company’s reasonable
determination that a post-effective amendment to a Registration Statement would
be appropriate.


 


g.              The Company shall
use its reasonable best efforts to prevent (except by the Company during an
Allowable Grace Period) the issuance of any stop order or other suspension of
effectiveness of a Registration Statement, or the suspension of the
qualification of any of the Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, to obtain the withdrawal of such
order or suspension at the earliest possible moment and 


 


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to notify
Legal Counsel and each Investor who holds Registrable Securities being sold of
the issuance of such order and the resolution thereof or its receipt of actual
notice of the initiation or threat of any proceeding for such purpose.


 


h.              If any Investor is
required under applicable securities law to be described in the Registration
Statement as an underwriter, at the reasonable request of such Investor, the
Company shall furnish to such Investor, on the date of the effectiveness of the
Registration Statement and thereafter from time to time on such dates as an
Investor may reasonably request (i) a letter, dated such date, from the
Company’s independent certified public accountants in form and substance as is
customarily given by independent certified public accountants to underwriters
in an underwritten public offering, addressed to the Investors, and (ii) an
opinion, dated as of such date, of counsel representing the Company for
purposes of such Registration Statement, in form, scope and substance as is
customarily given in an underwritten public offering, addressed to the
Investors.


 


i.                  Notwithstanding
the provisions of Section 4(i) of the Securities Purchase Agreement, upon the
written request of any Investor in connection with any Investor’s due diligence
requirements, if any, the Company shall make available for inspection by (i)
any Investor, (ii) Legal Counsel and (iii) one firm of accountants or other
agents retained by the Investors (collectively, the “Inspectors”), all pertinent financial
and other records, and pertinent corporate documents and properties of the
Company (collectively, the “Records”),
as shall be reasonably deemed necessary by each Inspector, and cause the
Company’s officers, directors and employees to supply all information which any
Inspector may reasonably request; provided, however, that each Inspector shall
agree to hold in strict confidence and shall not make any disclosure (except to
an Investor) or use of any Record or other information which the Company
determines in good faith to be confidential, and of which determination the
Inspectors are so notified, unless (a) the disclosure of such Records is
necessary to avoid or correct a misstatement or omission in any Registration
Statement or is otherwise required under the 1933 Act, (b) the release of such
Records is ordered pursuant to a final, non-appealable subpoena or order from a
court or government body of competent jurisdiction, or (c) the information in
such Records has been made generally available to the public other than by
disclosure in violation of this or any other agreement of which the Inspector
has knowledge.  Each Investor agrees that
it shall, upon learning that disclosure of such Records is sought in or by a
court or governmental body of competent jurisdiction or through other means,
give prompt notice to the Company and allow the Company, at its expense, to
undertake appropriate action to prevent disclosure of, or to obtain a
protective order for, the Records deemed confidential.  Nothing herein (or in any other
confidentiality agreement between the Company and any Investor) shall be deemed
to limit the Investors’ ability to sell Registrable Securities in a manner
which is otherwise consistent with applicable laws and regulations.


 


j.                  The Company
shall hold in confidence and not make any disclosure of information concerning
an Investor provided to the Company unless (i) disclosure of such information
is necessary to comply with federal or state securities laws, (ii) the
disclosure of such information is necessary to avoid or correct a misstatement
or omission in any Registration Statement, (iii) the release of such
information is ordered pursuant to a subpoena or other final, non-appealable
order from a court or governmental body of competent jurisdiction, or (iv) such
information has been made generally available to the public other than by
disclosure in violation 


 


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of this Agreement or any other
agreement.  The Company agrees that it
shall, upon learning that disclosure of such information concerning an Investor
is sought in or by a court or governmental body of competent jurisdiction or
through other means, give prompt written notice to such Investor and allow such
Investor, at the Investor’s expense, to undertake appropriate action to prevent
disclosure of, or to obtain a protective order for, such information.


 


k.               The Company shall
use its reasonable best efforts either to (i) cause all the Registrable
Securities covered by a Registration Statement to be listed on each securities
exchange on which securities of the same class or series issued by the Company
are then listed, if any, if the listing of such Registrable Securities is then
permitted under the rules of such exchange, or (ii) secure designation and
quotation of all the Registrable Securities covered by the Registration
Statement on the Nasdaq National Market, or (iii) if, despite the Company’s
reasonable best efforts to satisfy the preceding clause (i) or (ii), the
Company is unsuccessful in satisfying the preceding clause  (i) or (ii), to secure the inclusion for
quotation on the Nasdaq SmallCap Market for such Registrable Securities and,
without limiting the generality of the foregoing, to use its reasonable best
efforts to arrange for at least two market makers to register with the National
Association of Securities Dealers, Inc. 
(“NASD”)
as such with respect to such Registrable Securities.  The Company shall pay all fees and expenses in connection with
satisfying its obligation under this Section 3(k).


 


l.                  The Company
shall cooperate with the Investors who hold Registrable Securities being
offered and, to the extent applicable and in compliance with applicable
securities laws, facilitate the timely preparation and delivery of certificates
(not bearing any restrictive legend) representing the Registrable Securities to
be offered pursuant to a Registration Statement and enable such certificates to
be in such denominations or amounts, as the case may be, as the Investors may
reasonably request and registered in such names as the Investors may request.


 


m.            If requested by an
Investor, the Company shall (i) as soon as practicable incorporate in a
prospectus supplement or post-effective amendment such information as an
Investor reasonably requests to be included therein relating to the sale and
distribution of Registrable Securities, including, without limitation,
information with respect to the number of Registrable Securities being offered
or sold, the purchase price being paid therefor and any other terms of the
offering of the Registrable Securities to be sold in such offering; (ii) as
soon as practicable make all required filings of such prospectus supplement or
post-effective amendment after being notified of the matters to be incorporated
in such prospectus supplement or post-effective amendment; and (iii) as soon as
practicable, supplement or make amendments to any Registration Statement if
reasonably requested by an Investor holding any Registrable Securities.


 


n.              The Company shall
use its reasonable best efforts to cause the Registrable Securities covered by
the Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to consummate the
disposition of such Registrable Securities.


 


o.              The Company shall
make generally available to its security holders as soon as practical, but not
later than 90 days after the close of the period covered thereby, an


 


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earnings statement (in form
complying with the provisions of Rule 158 under the 1933 Act) covering a
twelve-month period beginning not later than the first day of the Company’s
fiscal quarter next following the effective date of the Registration Statement.


 


p.              The Company shall
otherwise use its reasonable best efforts to comply with all applicable rules
and regulations of the SEC in connection with any registration hereunder.


 


q.              Within two (2)
Business Days after a Registration Statement which covers Registrable
Securities is ordered effective by the SEC, the Company shall deliver, and
shall cause the general counsel for the Company to deliver, to the transfer agent
for such Registrable Securities (with copies to the Investors whose Registrable
Securities are included in such Registration Statement) confirmation that such
Registration Statement has been declared effective by the SEC in the form
attached hereto as Exhibit A.


 


r.                 Notwithstanding to the contrary
herein, the Company may suspend a Registration Statement, if the Company shall
furnish to the Investors a certificate signed by the Chief Executive Officer of
the Company stating that in the good faith judgment of the Board of Directors
it would be seriously detrimental to the Company or its stockholders for such a
registration statement not to be suspended (a “Grace Period”).  In such event, the Company’s obligation
under this Agreement to keep a registration statement effective shall be
deferred for a Grace Period not to exceed 30 consecutive days during any 90 day
period, provided, that the Company may not exercise this right of deferral for
an aggregate of in excess of 75 days in any one year period (an “Allowable Grace
Period”).  If the Company
suspends the effectiveness of a Registration Statement, the Company will
promptly deliver notice to the Investors of such suspension and will again
deliver notice to the Investors when such suspension is no longer necessary.  The Company shall not accrue any
Registration Delay Payments during an Allowable Grace Period.


 


4.               Obligations Of
The Investors.


 


a.               At least five (5)
Business Days prior to the first anticipated filing date of a Registration
Statement, the Company shall notify each Investor in writing of the information
the Company requires from each such Investor if such Investor elects to have
any of such Investor’s Registrable Securities included in such Registration
Statement.  It shall be a condition
precedent to the obligations of the Company to complete the registration
pursuant to this Agreement with respect to the Registrable Securities of a
particular Investor that such Investor shall furnish to the Company such
information regarding itself, the Registrable Securities held by it and the
intended method of disposition of the Registrable Securities held by it, as
shall be reasonably required to effect and maintain the effectiveness of the
registration of such Registrable Securities and shall execute such documents in
connection with such registration as the Company may reasonably request.


 


b.              Each Investor, by
such Investor’s acceptance of the Registrable Securities, agrees to cooperate
with the Company as reasonably requested by the Company in connection with the
preparation and filing of any Registration Statement hereunder, unless such 


 


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Investor has notified the
Company in writing of such Investor’s election to exclude all of such
Investor’s Registrable Securities from such Registration Statement.


 


c.               Each Investor
agrees that, upon receipt of any notice from the Company of the happening of
any event of the kind described in Section 3(g), the first sentence of 3(f) or
during an Allowable Grace Period, such Investor will immediately discontinue
disposition of Registrable Securities pursuant to any Registration Statement(s)
covering such Registrable Securities until such Investor’s receipt of the
copies of the supplemented or amended prospectus contemplated by Section 3(g),
the first sentence of 3(f) or during an Allowable Grace Period or receipt of
notice that no supplement or amendment is required.  Notwithstanding anything to the contrary, the Company shall cause
its transfer agent to deliver unlegended shares of Common Stock to a transferee
of an Investor if allowed under the applicable requirements of the Securities
Purchase Agreement, the Warrants and the Certificate of Designation in
accordance with applicable securities laws and the terms of the Securities
Purchase Agreement, in connection with any sale of Registrable Securities with
respect to which an Investor has entered into a contract for sale prior to the
Investor’s receipt of a notice from the Company of the happening of any event
of the kind described in Section 3(g), the first sentence of 3(f) or during an
Allowable Grace Period and for which the Investor has not yet settled.


 


5.               Expenses Of
Registration.


 


All reasonable
expenses, other than underwriting discounts and commissions, incurred in connection
with registrations, filings or qualifications pursuant to Sections 2 and 3,
including, without limitation, all registration, listing and qualifications
fees, printers and accounting fees, and fees and disbursements of counsel for
the Company shall be paid by the Company. 
The Company shall also reimburse the BayStar Capital II, L.P. for the
fees and disbursements of Legal Counsel in connection with registrations,
filings or qualifications pursuant to Sections 2 and 3 of this Agreement which
amount shall be limited to $10,000 in the aggregate.


 


6.               Indemnification.


 


In the event
any Registrable Securities are included in a Registration Statement under this
Agreement:


 


a.               To the fullest
extent permitted by law, the Company will, and hereby does, indemnify, hold
harmless and defend each Investor, the directors, officers, partners,
employees, agents, representatives of, and each Person, if any, who controls
any Investor within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Person”),
against any losses, claims, damages, liabilities, judgments, fines, penalties,
charges, costs, reasonable attorneys’ fees, amounts paid in settlement or
expenses, joint or several, (collectively, “Claims”) incurred in investigating,
preparing or defending any action, claim, suit, inquiry, proceeding,
investigation or appeal taken from the foregoing by or before any court or
governmental, administrative or other regulatory agency, body or the SEC,
whether pending or threatened, whether or not an indemnified party is or may be
a party thereto (“Indemnified
Damages”), to which any of them may become subject insofar as
such Claims (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon:  (i) any


 


10

















 


untrue statement or alleged untrue statement of a material fact in a
Registration Statement or any post-effective amendment thereto or in any filing
made in connection with the qualification of the offering under the securities
or other “blue sky” laws of any jurisdiction in which Registrable Securities
are offered (“Blue Sky
Filing”), or the omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, (ii) any untrue statement or alleged untrue statement
of a material fact contained in any preliminary prospectus if used prior to the
effective date of such Registration Statement, or contained in the final
prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC) or the omission or alleged omission
to state therein any material fact necessary to make the statements made
therein, in light of the circumstances under which the statements therein were
made, not misleading, or (iii) any violation or alleged violation by the
Company of the 1933 Act, the 1934 Act, any other law, including, without
limitation, any state securities law, or any rule or regulation thereunder
relating to the offer or sale of the Registrable Securities pursuant to a
Registration Statement (the matters in the foregoing clauses (i) through (iii)
being, collectively, “Violations”). 
Subject to Section 6(c), the Company shall reimburse the Indemnified
Persons, promptly as such expenses are incurred and are due and payable, for
any legal fees or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim. 
Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(a): 
(i) shall not apply to a Claim by an Indemnified Person arising out of
or based upon a Violation which occurs in reliance upon and in conformity with
information furnished in writing to the Company by such Indemnified Person for
such Indemnified Person expressly for use in connection with the preparation of
the Registration Statement or any such amendment thereof or supplement thereto,
if such prospectus was timely made available by the Company pursuant to Section
3(d); (ii) with respect to any preliminary prospectus, shall not inure to the
benefit of any such person from whom the person asserting any such Claim
purchased the Registrable Securities that are the subject thereof (or to the
benefit of any person controlling such person) if the untrue statement or
omission of material fact contained in the preliminary prospectus was corrected
in the prospectus, as then amended or supplemented, if such prospectus was
timely made available by the Company pursuant to Section 3(d), and the
Indemnified Person was promptly advised in writing not to use the incorrect
prospectus prior to the use giving rise to a Violation and such Indemnified
Person, notwithstanding such advice, used it or failed to deliver the correct
prospectus as required by the 1933 Act and such correct prospectus was timely
made available pursuant to Section 3(d); (iii) shall not be available to the
extent such Claim is based on a failure of the Investor to deliver or to cause
to be delivered the prospectus made available by the Company, including a
corrected prospectus, if such prospectus or corrected prospectus was timely
made available by the Company pursuant to Section 3(d); and (iv) shall not
apply to amounts paid in settlement of any Claim if such settlement is effected
without the prior written consent of the Company, which consent shall not be
unreasonably withheld or delayed.  Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Indemnified Person and shall survive the transfer
of the Registrable Securities by the Investors pursuant to Section 9.


 


b.              In connection with
any Registration Statement in which an Investor is participating, each such
Investor agrees to severally and not jointly indemnify, hold harmless and
defend, to the same extent and in the same manner as is set forth in Section
6(a), the Company, each of its directors, each of its officers who signs the
Registration Statement each Person, if


 


11

















 


any, who controls the Company within the meaning of the 1933 Act or the
1934 Act (each, an “Indemnified
Party”), against any Claim or Indemnified Damages to which any
of them may become subject, under the 1933 Act, the 1934 Act or otherwise,
insofar as such Claim or Indemnified Damages arise out of or are based upon any
Violation, in each case to the extent, and only to the extent, that such
Violation occurs in reliance upon and in conformity with written information
furnished to the Company by such Investor expressly for use in connection with
such Registration Statement; and, subject to Section 6(c), such Investor will
reimburse any legal or other expenses reasonably incurred by an Indemnified
Party in connection with investigating or defending any such Claim; provided,
however, that the indemnity agreement contained in this Section 6(b) and the
agreement with respect to contribution contained in Section 7 shall not apply
to amounts paid in settlement of any Claim if such settlement is effected
without the prior written consent of such Investor, which consent shall not be
unreasonably withheld or delayed; provided, further, however, that the Investor
shall be liable under this Section 6(b) for only that amount of a Claim or
Indemnified Damages as does not exceed the net proceeds to such Investor as a
result of the sale of Registrable Securities pursuant to such Registration
Statement.  Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf
of such Indemnified Party and shall survive the transfer of the Registrable
Securities by the Investors pursuant to Section 9.  Notwithstanding anything to the contrary contained herein, the
indemnification agreement contained in this Section 6(b) with respect to any
preliminary prospectus shall not inure to the benefit of any Indemnified Party
if the untrue statement or omission of material fact contained in the
preliminary prospectus was corrected on a timely basis in the prospectus, as
then amended or supplemented.


 


c.               Promptly after
receipt by an Indemnified Person or Indemnified Party under this Section 6 of
notice of the commencement of any action or proceeding (including any
governmental action or proceeding) involving a Claim, such Indemnified Person
or Indemnified Party shall, if a Claim in respect thereof is to be made against
any indemnifying party under this Section 6, deliver to the indemnifying party
a written notice of the commencement thereof, and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
control of the defense thereof with counsel mutually satisfactory to the
indemnifying party and the Indemnified Person or the Indemnified Party, as the
case may be; provided, however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel with the fees and expenses of
not more than one counsel for such Indemnified Person or Indemnified Party to
be paid by the indemnifying party, if, in the reasonable opinion of counsel
retained by the indemnifying party, the representation by such counsel of the
Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate
due to actual or potential differing interests between such Indemnified Person
or Indemnified Party and any other party represented by such counsel in such
proceeding.  In the case of an
Indemnified Person, legal counsel referred to in the immediately preceding
sentence shall be selected by the Investors holding at least a majority in
interest of the Registrable Securities included in the Registration Statement
to which the Claim relates.  The
Indemnified Party or Indemnified Person shall cooperate fully with the
indemnifying party in connection with any negotiation or defense of any such
action or Claim by the indemnifying party and shall furnish to the indemnifying
party all information reasonably available to the Indemnified Party or Indemnified
Person which relates to such action or Claim. 
The indemnifying party shall keep the Indemnified Party or Indemnified
Person fully apprised at all times as to the status of the defense or any
settlement negotiations


 


12

















 


with respect thereto.  No indemnifying party shall be liable for
any settlement of any action, claim or proceeding effected without its prior
written consent, provided, however, that the indemnifying party shall not
unreasonably withhold, delay or condition its consent.  No indemnifying party shall, without the
prior written consent of the Indemnified Party or Indemnified Person, consent
to entry of any judgment or enter into any settlement or other compromise which
does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party or Indemnified Person of a release from all
liability in respect to such Claim or litigation.  Following indemnification as provided for hereunder, the
indemnifying party shall be subrogated to all rights of the Indemnified Party
or Indemnified Person with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made.  The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the
extent that the indemnifying party is prejudiced in its ability to defend such
action.


 


d.              The indemnification
required by this Section 6 shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when bills
are received or Indemnified Damages are incurred.


 


e.               The indemnity
agreements contained herein shall be in addition to  (i) any cause of action or similar right of the Indemnified Party
or Indemnified Person against the indemnifying party or others, and (ii) any
liabilities the indemnifying party may be subject to pursuant to the law.


 


7.               Contribution.


 


To the extent
any indemnification by an indemnifying party is prohibited or limited by law,
the indemnifying party agrees to make the maximum contribution with respect to
any amounts for which it would otherwise be liable under Section 6 to the
fullest extent permitted by law; provided, however, that:  (i) no person involved in the sale of
Registrable Securities which person is guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) in connection with such
sale shall be entitled to contribution from any person involved in such sale of
Registrable Securities who was not guilty of fraudulent misrepresentation; and
(ii) contribution by any seller of Registrable Securities shall be limited in
amount to the net amount of proceeds received by such seller from the sale of
such Registrable Securities pursuant to such Registration Statement.


 


8.               Reports Under
The 1934 Act.


 


Until the date on which (A) the Investors shall have sold all the
Conversion Shares and the Warrant Shares and (B) none of the Preferred Shares
is outstanding, with a view to making available to the Investors the benefits
of Rule 144 promulgated under the 1933 Act or any other similar rule or
regulation of the SEC that may at any time permit the Investors to sell
securities of the Company to the public without registration (“Rule 144”),
the Company agrees to:


 


13

















 


a.               make and keep
public information available, as those terms are understood and defined in Rule
144;


 


b.              file with the SEC in
a timely manner all reports and other documents required of the Company under
the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements
(it being understood that nothing herein shall limit the Company’s obligations
under Section 4(c) of the Securities Purchase Agreement) and the filing of such
reports and other documents is required for the applicable provisions of Rule
144; and


 


c.               furnish to each
Investor so long as such Investor owns Registrable Securities, promptly upon
request, (i) a written statement by the Company, if true, that it has complied
with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii)
a copy of the most recent annual or quarterly report of the Company and such
other reports and documents so filed by the Company, and (iii) such other
information as may be reasonably requested to permit the Investors to sell such
securities pursuant to Rule 144 without registration.


 


9.               Assignment of
Registration Rights.


 


The rights
under this Agreement shall be automatically assignable by the Investors to any
transferee of Registrable Securities if: 
(i) the Investor agrees in writing with the transferee or assignee to
assign such rights, and a copy of such agreement is furnished to the Company
within a reasonable time after such assignment; (ii) the Company is furnished
with written notice of (a) the name and address of such transferee or assignee,
and (b) the securities with respect to which such registration rights are being
transferred or assigned; (iii) immediately following such transfer or
assignment the further disposition of such securities by the transferee or
assignee is restricted under the 1933 Act and applicable state securities laws;
(iv) at or before the time the Company receives the written notice contemplated
by clause (ii) of this sentence the transferee or assignee agrees in writing
with the Company to be bound by all of the provisions contained herein; and (v)
such transfer shall have been made in accordance with the applicable securities
laws and the applicable requirements of the Securities Purchase Agreement, the
Warrants and the Certificate of Designations.


 


10.         Amendment of Registration
Rights.


 


Provisions of
this Agreement may be amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and Investors who
then hold at least a majority of the Registrable Securities.  Any amendment or waiver effected in
accordance with this Section 10 shall be binding upon each Investor and the
Company.  No such amendment shall be
effective to the extent that it applies to less than all of the holders of the
Registrable Securities.  No
consideration shall be offered or paid to any Person to amend or consent to a
waiver or modification of any provision of any of this Agreement unless the same
consideration also is offered to all of the parties to this Agreement.


 


11.         Miscellaneous.


 


a.               A Person is deemed
to be a holder of Registrable Securities whenever such Person owns or is deemed
to own of record such Registrable Securities. 
If the Company


 


14

















 


receives conflicting
instructions, notices or elections from two or more Persons with respect to the
same Registrable Securities, the Company shall act upon the basis of
instructions, notice or election received from the such record owner of such
Registrable Securities.


 


b.              Any notices,
consents, waivers or other communications required or permitted to be given
under the terms of this Agreement must be in writing and will be deemed to have
been delivered:  (i) upon receipt, when
delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party); or (iii) one Business Day after deposit
with a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. 
The addresses and facsimile numbers for such communications shall be:


 




	
  If to the Company:

  
	
   

  	
   

  	
   

  
	
   

  	
  Commerce One, Inc.

  
	
   

  	
  4440 Rosewood Dr.

  
	
   

  	
  Pleasanton, CA  94588

  
	
   

  	
  Telephone:

  	
  (925) 520-6000

  
	
   

  	
  Facsimile:

  	
  (925) 520-6060

  
	
   

  	
  Attention:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  and a separate notice to:

  
	
   

  	
   

  	
   

  
	
   

  	
  Commerce One, Inc.

  
	
   

  	
  4440 Rosewood Dr.

  
	
   

  	
  Pleasanton, CA  94588

  
	
   

  	
  Telephone:

  	
  (925) 520-6000

  
	
   

  	
  Facsimile:

  	
  (925) 520-6060

  
	
   

  	
  Attention:

  	
  General Counsel

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  
	
   

  	
   

  
	
   

  	
  Wilson Sonsini Goodrich & Rosati

  
	
   

  	
  650 Page Mill Road

  
	
   

  	
  Palo Alto, CA  94304

  
	
   

  	
  Telephone:

  	
  (650) 849-3223

  
	
   

  	
  Facsimile:

  	
  (650) 493-6811

  
	
   

  	
  Attention:

  	
  N. Anthony Jeffries, Esq.

  
	
   

  	
   

  
	
  If to Legal Counsel:

  






 


15

















 




	
   

  	
  Schulte Roth & Zabel LLP

  
	
   

  	
  919 Third Avenue

  
	
   

  	
  New York, New York 10022

  
	
   

  	
  Telephone:

  	
  (212) 756-2000

  
	
   

  	
  Facsimile:

  	
  (212) 593-5955

  
	
   

  	
  Attention:

  	
  Eleazer Klein, Esq.

  






 


If to a Buyer,
to its address and facsimile number set forth on the Schedule of Buyers
attached hereto, with copies to such Buyer’s representatives as set forth on
the Schedule of Buyers, or to such other address and/or facsimile number and/or
to the attention of such other person as the recipient party has specified by
written notice given to each other party five (5) days prior to the
effectiveness of such change.  Written
confirmation of receipt (A) given by the recipient of such notice, consent,
waiver or other communication, (B) mechanically or electronically generated by
the sender’s facsimile machine containing the time, date, recipient facsimile
number and an image of the first page of such transmission or (C) provided by a
courier or overnight courier service shall be rebuttable evidence of personal
service, receipt by facsimile or receipt from a nationally recognized overnight
delivery service in accordance with clause (i), (ii) or (iii) above,
respectively.


 


c.               Failure of any
party to exercise any right or remedy under this Agreement or otherwise, or
delay by a party in exercising such right or remedy, shall not operate as a
waiver thereof.


 


d.              All questions
concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of Delaware, without
giving effect to any choice of law or conflict of law provision or rule
(whether of the State of Delaware or any other jurisdictions) that would cause
the application of the laws of any jurisdictions other than the State of
Delaware.  Each party hereby irrevocably
submits to the non- exclusive jurisdiction of the state and federal courts
sitting Delaware, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding
is improper.  Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and
notice thereof.  Nothing contained
herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law.  If any
provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or
the validity or enforceability of any provision of this Agreement in any other
jurisdiction.  EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH
OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


16

















 


e.               This Agreement, the
Securities Purchase Agreement, the Warrants and the Certificate of Designations
constitute the entire agreement among the parties hereto with respect to the
subject matter hereof and thereof. 
There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein and therein.  This Agreement, the Securities Purchase
Agreement, the Warrants and the Certificate of Designations supersede all prior
agreements and understandings among the parties hereto with respect to the
subject matter hereof and thereof.


 


f.                 Subject to the
requirements of Section 9, this Agreement shall inure to the benefit of and be
binding upon the permitted successors and assigns of each of the parties
hereto.


 


g.              The headings in this
Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.


 


h.              This Agreement may
be executed in identical counterparts, each of which shall be deemed an
original but all of which shall constitute one and the same agreement.  This Agreement, once executed by a party,
may be delivered to the other party hereto by facsimile transmission of a copy
of this Agreement bearing the signature of the party so delivering this
Agreement.


 


i.                  Each party shall
do and perform, or cause to be done and performed, all such further acts and
things, and shall execute and deliver all such other agreements, certificates,
instruments and documents, as the other party may reasonably request in order
to carry out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.


 


j.                  All consents and
other determinations required to be made by the Investors pursuant to this
Agreement shall be made, unless otherwise specified in this Agreement, by
Investors holding at least a majority of the Registrable Securities, determined
as if all of the Preferred Shares held by Investors then outstanding have been
converted into Registrable Securities and all Warrants then outstanding have
been exercised for Registrable Securities without regard to any limitations on
conversion of the Preferred Shares or on exercises of the Warrants.


 


k.               The language used
in this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent and no rules of strict construction will be applied
against any party.


 


l.                  This Agreement
is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any
provision hereof be enforced by, any other Person.


 


* * * * * *


 


17

















 


IN WITNESS
WHEREOF, the parties have caused this Registration Rights Agreement to be duly
executed as of day and year first above written.


 


 


	
  COMPANY:

  	
  BUYERS:

  
	
   

  	
   

  
	
  COMMERCE ONE, INC.

  	
  BAYSTAR CAPITAL II, L.P.

  
	
   

  	
   

  
	
   

  	
  By: BayStar Capital Management, LLC

  
	
   

  	
   

  
	
  By:

  	
               /s/
  Charles Boynton

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Charles Boynton

  	
  By:

  	
                 /s/
  Steven M. Lamar

  
	
   

  	
  Title:

  	
  Senior Vice President and

  	
   

  	
  Name:  Steven M. Lamar

  
	
   

  	
   

  	
  Chief Financial Officer

  	
   

  	
  Title:    Managing Member

  
						



 


18

















 


SCHEDULE OF
BUYERS


 


 


	
  Investor

  	
   

  	
  Investor
  Address

  and Facsimile Number

  	
   

  	
  Investor’s
  Representative’s Address

  and Facsimile Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BayStar Capital II, L.P.

  	
   

  	
  c/o
  BayStar Capital Management, LLC

  80 E Sir Francis Drake Blvd.

  Suite 2B 

  Larkspur, California  94939 

  Attention:  Steven M. Lamar 

  Facsimile:  (415) 834-4601 

  Telephone: (415) 834-4620

  	
   

  	
  Schulte
  Roth & Zabel LLP  

  919 Third Avenue  
New York, NY 10022  
Attn: 
  Eleazer Klein, Esq.  
Facsimile:  (212) 593-5955  
Telephone:  (212) 756-2000

  



 


19

















 


EXHIBIT
A


 


FORM OF NOTICE
OF EFFECTIVENESS


OF
REGISTRATION STATEMENT


 


 


EquiServe


150 Royall Street


Canton, MA 02021


Attention: Norris Richardson


 


Re:                    Commerce One,
Inc.


 


Ladies and
Gentlemen:


 


I am the
General Counsel to Commerce One, Inc., a Delaware corporation (the “Company”), and have represented the Company
in connection with that certain Securities Purchase Agreement (the “Purchase Agreement”) entered into by and
among the Company and the buyers named therein (collectively, the “Holders”) pursuant to which the Company
issued to the Holders shares of its Series B Convertible Preferred Stock, par
value $.0001 per share, (the “Preferred
Shares”) convertible into shares of the Company’s Common Stock, par
value $.0001  per share (the “Common Stock”) and warrants exercisable for
shares of Company Common Stock (the “Warrants”).  Pursuant to the Purchase Agreement, the
Company also has entered into a Registration Rights Agreement with the Holders
(the “Registration Rights Agreement”)
pursuant to which the Company agreed, among other things, to register the
Registrable Securities (as defined in the Registration Rights Agreement),
including the shares of Common Stock issuable upon conversion of the Preferred
Shares and upon exercise of the Warrants under the Securities Act of 1933, as
amended (the “1933 Act”).  In connection with the Company’s obligations
under the Registration Rights Agreement, on
                            ,
2003, the Company filed a Registration Statement on Form S-3 (File No.
333-                      )
(the “Registration Statement”)
with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each
of the Holders as a selling stockholder thereunder.


 


In connection
with the foregoing, I advise you that a member of the SEC’s staff has advised
me by telephone that the SEC has entered an order declaring the Registration
Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on
[ENTER DATE OF EFFECTIVENESS] and I have no knowledge, after telephonic inquiry
of a member of the SEC’s staff, that any stop order suspending its
effectiveness has been issued or that any proceedings for that purpose are
pending before, or threatened by, the SEC and the Registrable Securities are
available for resale under the 1933 Act pursuant to the Registration Statement.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [ISSUER’S COUNSEL]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


CC:                             [LIST
NAMES OF HOLDERS]


 


20

















 


INDEX
OF TERMS


 


	
  1933
  Act

  
	
  1934
  Act

  
	
  Agreement

  
	
  Allowable Grace Period

  
	
  Blue Sky Filing

  
	
  Business Day

  
	
  Buyer

  
	
  Certificate of Designations

  
	
  Claims

  
	
  Common Stock

  
	
  Company

  
	
  Conversion Shares

  
	
  Effectiveness Deadline

  
	
  Filing Deadline

  
	
  Grace Period

  
	
  Indemnified Damages

  
	
  Indemnified Party

  
	
  Indemnified Person

  
	
  Inspectors

  
	
  Investor

  
	
  Legal Counsel

  
	
  NASD

  
	
  Person

  
	
  Preferred Shares

  
	
  Preferred Stock

  
	
  Records

  
	
  Register

  
	
  Registrable Securities

  
	
  Registration Delay Payments

  
	
  Registration Period

  
	
  Registration Statement

  
	
  Rule 144

  
	
  Rule 415

  
	
  SEC

  
	
  Securities Purchase Agreement

  
	
  Violations

  
	
  Warrant Shares

  
	
  Warrants

  



 


21