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