Exhibit 10.2
SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of July 10, 2003, by
and among Commerce One, Inc., a Delaware corporation, with headquarters located
at 4440 Rosewood Drive, Pleasanton, California 94588 (the "Company"), and the
investors listed on the Schedule of Buyers attached hereto (individually, a
"Buyer" and collectively, the "Buyers").
WHEREAS:
A.
THE COMPANY HAS AUTHORIZED A NEW SERIES OF
CONVERTIBLE PREFERRED SHARES OF THE COMPANY, THE TERMS OF WHICH ARE SET FORTH IN
THE CERTIFICATE OF DESIGNATIONS FOR SUCH SERIES OF PREFERRED SHARES (THE
"CERTIFICATE OF DESIGNATIONS") IN THE FORM ATTACHED HERETO AS EXHIBIT A
(TOGETHER WITH ANY CONVERTIBLE PREFERRED SHARES ISSUED IN REPLACEMENT THEREOF IN
ACCORDANCE WITH THE TERMS THEREOF, THE "PREFERRED SHARES"), WHICH PREFERRED
SHARES SHALL BE CONVERTIBLE INTO SHARES OF THE COMPANY'S COMMON STOCK, PAR VALUE
$.0001 PER SHARE (THE "COMMON STOCK") (AS CONVERTED, THE "CONVERSION SHARES"),
IN ACCORDANCE WITH THE TERMS OF THE CERTIFICATE OF DESIGNATIONS;
B.
EACH BUYER WISHES TO PURCHASE, AND THE
COMPANY WISHES TO SELL, UPON THE TERMS AND CONDITIONS STATED IN THIS AGREEMENT,
(I) AN AGGREGATE OF 100,000 PREFERRED SHARES IN THE RESPECTIVE AMOUNTS SET FORTH
OPPOSITE EACH BUYER'S NAME IN COLUMN (3) ON THE SCHEDULE OF BUYERS AND (II)
WARRANTS, IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT B (THE
"WARRANTS"), TO ACQUIRE THAT NUMBER OF SHARES OF COMMON STOCK SET FORTH OPPOSITE
SUCH BUYER'S NAME IN COLUMN (4) ON THE SCHEDULE OF BUYERS (AS EXERCISED,
COLLECTIVELY, THE "WARRANT SHARES");
C.
THE COMPANY AND EACH BUYER IS EXECUTING
AND DELIVERING THIS AGREEMENT IN RELIANCE UPON THE EXEMPTION FROM SECURITIES
REGISTRATION AFFORDED BY SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED
(THE "1933 ACT"), AND RULE 506 OF REGULATION D ("REGULATION D") AS PROMULGATED
BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC") UNDER THE
1933 ACT TO THE EXTENT NECESSARY TO ISSUE THE PREFERRED SHARES, THE CONVERSION
SHARES, THE WARRANTS AND THE WARRANT SHARES;
D.
UPON THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, THE PARTIES HERETO SHALL EXECUTE AND DELIVER A
REGISTRATION RIGHTS AGREEMENT, SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS
EXHIBIT C (THE "REGISTRATION RIGHTS AGREEMENT"), PURSUANT TO WHICH THE COMPANY
WILL AGREE TO PROVIDE CERTAIN REGISTRATION RIGHTS WITH RESPECT TO THE
REGISTRABLE SECURITIES (AS DEFINED IN THE REGISTRATION RIGHTS AGREEMENT) UNDER
THE 1933 ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER, AND
APPLICABLE STATE SECURITIES LAWS.
E.
THE PREFERRED SHARES, THE CONVERSION
SHARES, THE WARRANTS AND THE WARRANT SHARES COLLECTIVELY ARE REFERRED TO HEREIN
AS THE "SECURITIES".
NOW, THEREFORE, the Company and each Buyer hereby agree as follows:
1.
PURCHASE AND SALE OF PREFERRED SHARES
AND WARRANTS.
(A)
PURCHASE OF PREFERRED SHARES AND WARRANTS.
(I)
PREFERRED SHARES AND WARRANTS.
SUBJECT
TO THE SATISFACTION (OR WAIVER) OF THE CONDITIONS SET FORTH IN SECTIONS 6 AND 7
BELOW, THE COMPANY SHALL ISSUE AND SELL TO EACH BUYER, AND EACH BUYER SEVERALLY,
BUT NOT JOINTLY, AGREES TO PURCHASE FROM THE COMPANY ON THE CLOSING DATE (AS
DEFINED BELOW), THE RESPECTIVE