EXECUTION COPY REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement"), dated December 31, 2003, is entered into by and among COMMERCE ONE, INC., a Delaware corporation (the "Company"), COMVEST INVESTMENT PARTNERS II LLC, a...Registration Rights Agreement • January 8th, 2004 • Commerce One Inc / De/ • Services-computer integrated systems design • New York
EXECUTION COPY SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), dated as of December 31, 2003, is by and among COMMERCE ONE OPERATIONS, INC., a Delaware corporation maintaining its principal place of business located at One Market Street,...Security Agreement • January 8th, 2004 • Commerce One Inc / De/ • Services-computer integrated systems design • New York
GUARANTYGuaranty • January 8th, 2004 • Commerce One Inc / De/ • Services-computer integrated systems design • New York
EXECUTION COPY PLEDGE AGREEMENT PLEDGE AGREEMENT (this "Agreement"), dated as of the 31st day of December, 2003, by and between COMMERCE ONE OPERATIONS, INC. (the "Pledgor"), a Delaware corporation and wholly-owned subsidiary of Commerce One, Inc., a...Pledge Agreement • January 8th, 2004 • Commerce One Inc / De/ • Services-computer integrated systems design • New York
BY AND AMONGRegistration Rights Agreement • April 27th, 2001 • New Commerce One Holding Inc • Delaware
WARRANT TO PURCHASE COMMON STOCK OF COMMERCE ONE, INC.Warrant Agreement • January 8th, 2004 • Commerce One Inc / De/ • Services-computer integrated systems design • New York
COMMERCE ONE, INC., and EQUISERVE TRUST COMPANY, NA Rights Agent AMENDED AND RESTATED PREFERRED STOCK RIGHTS AGREEMENT Dated as of December 31, 2003Preferred Stock Rights Agreement • January 8th, 2004 • Commerce One Inc / De/ • Services-computer integrated systems design • Delaware
This Amended and Restated Preferred Stock Rights Agreement, is dated as of December 31, 2003, between Commerce One, Inc., a Delaware corporation (formerly New Commerce One Holding, Inc., the "Company") and EquiServe Trust Company, NA (formerly Fleet National Bank).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 11th, 2003 • Commerce One Inc / De/ • Services-computer integrated systems design • Delaware
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2004 • Commerce One Inc / De/ • Services-computer integrated systems design • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 14, 2004, by and among Commerce One, Inc., a Delaware corporation, with headquarters located at 4440 Rosewood Dr., Pleasanton, CA 94588 (the “Company”), and BayStar Capital II, L.P. (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 11th, 2003 • Commerce One Inc / De/ • Services-computer integrated systems design • Delaware
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”).
SHARE PURCHASE AGREEMENT by and among COMMERCE ONE, INC., NEW COMMERCE ONE HOLDING, INC. and SAP AG June 28, 2001Share Purchase Agreement • July 10th, 2001 • New Commerce One Holding Inc • Services-computer integrated systems design • Delaware
This Share Purchase Agreement (this "Agreement") is entered into as of June 28, 2001, by and between Commerce One, Inc., a Delaware corporation ("Commerce One"), New Commerce One Holding, Inc., a Delaware corporation, ("New Commerce One Holding") and SAP Aktiengesellschaft, a stock corporation incorporated under the laws of the Federal Republic of Germany ("SAP AG").
EXECUTION COPY NOTE AND WARRANT PURCHASE AGREEMENT THIS AGREEMENT, dated as of December 31, 2003, is entered into by and among ComVest Investment Partners II LLC, a Delaware limited liability company with its principal offices located at 830 Third...Note and Warrant Purchase Agreement • January 8th, 2004 • Commerce One Inc / De/ • Services-computer integrated systems design • New York
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 10th, 2001 • New Commerce One Holding Inc • Services-computer integrated systems design • Delaware
This INVESTOR RIGHTS AGREEMENT (this "Agreement") is made as of June 28, 2001, by and between Commerce One, Inc., a Delaware corporation (the "Company"), New Commerce One Holding, Inc., a Delaware corporation ("New Commerce One Holding") and SAP Aktiengesellschaft, a stock corporation organized under the laws of the Federal Republic of Germany ("SAP AG").
AMENDED AND RESTATED STANDSTILL AND STOCK RESTRICTION AGREEMENT by and among COMMERCE ONE, INC., NEW COMMERCE ONE HOLDING, INC. and SAP AG JUNE 28, 2001Standstill and Stock Restriction Agreement • July 10th, 2001 • New Commerce One Holding Inc • Services-computer integrated systems design • Delaware
This Amended and Restated Standstill and Stock Restriction Agreement (hereinafter the "Agreement") is made as of June 28, 2001 by and between Commerce One, Inc., a Delaware corporation (the "Company"), New Commerce One Holding, Inc., a Delaware corporation ("New Commerce One Holding") and SAP Aktiengesellschaft, a stock corporation incorporated under the laws of the Federal Republic of Germany (the "Purchaser").
Addendum #1 to the Strategic Alliance Agreement (SAA) SAP/Commerce One Agreement in relation to the corProcure transaction Dated: 29 September, 2000Strategic Alliance Agreement • June 9th, 2004 • Commerce One Inc / De/ • Services-computer integrated systems design
This document and the two letters attached hereto is a supplementary agreement (Supplementary Agreement) representing the key commercial terms agreed between Commerce One, Inc. (C1) and SAP AG /and SAPMarkets, Inc. (together SAP) and SAP Australia Pty Limited (SAP Australia) solely for the purpose of enabling SAP Australia to perform its obligations under a proposed agreement between SAP Australia and corProcure Pty Limited (corProcure Agreement). In the event of any inconsistency between the terms o this Supplementary Agreement and the SAA for the purpose of the corProcure Agreement, this document shall prevail. Additional terms are included in a Tripartite Agreement with corProcure to which both SAP Australia and C1 are parties. It is the intention of the parties that the Tripartite Agreement and the SAA (as varied by the Supplementary Agreement) are to be read concurrently and each agreement is to be given full force and effect.
GUARANTYGuaranty • January 8th, 2004 • Commerce One Inc / De/ • Services-computer integrated systems design • New York
This GUARANTY (together with all amendments, if any, from time to time hereto, this "Guaranty"), dated as of December 31, 2003, is made by and among COMMERCE ONE OPERATIONS, INC. (the "Guarantor"), a Delaware corporation and wholly-owned subsidiary of Commerce One, Inc. (the "Seller"), COMVEST INVESTMENT PARTNERS II , a Delaware limited liability company ("ComVest") and DCC VENTURES, LLC, a Nevada limited liability company ("DCC" and together with ComVest, the "Purchasers"). Any capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Purchase Agreement.
STRATEGIC ALLIANCE AGREEMENT AMENDMENT No. 6Strategic Alliance Agreement • November 14th, 2003 • Commerce One Inc / De/ • Services-computer integrated systems design
The Strategic Alliance Agreement by and among SAP AG, SAP Markets, Inc. (collectively "SAP") and Commerce One, Inc. (now named Commerce One Operations, Inc.) ("C1" and collectively with SAP, the "Parties") dated September 18, 2000, including all amendments (collectively, the "SAA"), is further amended by the addition of this Amendment No. 6 ("Amendment"), which is effective September 29, 2003 ("Effective Date"). As of the Effective Date, this Amendment shall become part of and subject to the terms and conditions of the Agreement, which, except as expressly modified by this Amendment, remains unchanged and in full force and effect. In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall govern. All terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
AGREEMENTIndemnity Agreement • August 14th, 2002 • Commerce One Inc / De/ • Services-computer integrated systems design
STRATEGIC ALLIANCE AGREEMENT AMENDMENT 3Strategic Alliance Agreement • August 14th, 2001 • New Commerce One Holding Inc • Services-computer integrated systems design
The Strategic Alliance Agreement ("SAA") between and amongst SAP AG ("SAP AG"), SAP Markets ("Markets"), Inc. collectively "SAP") and Commerce One, Inc. dated September 18, 2000, as amended, is hereby amended by the addition of this attached Amendment No. 3 ("Amendment") as of June 29, 2001 (the "Effective Date"). All defined terms set forth in the SAA shall apply to this Amendment. The terms contained in this Amendment, together with the terms contained in the SAA, as amended, shall govern SAP's use of the software provided under this Schedule. If any conflict occurs between the provisions of the SAA and this Amendment No. 3, the specific definitions, terms and conditions of this Amendment shall govern. Unless specifically set forth as a modification to the original SAA in this Amendment, all other terms and conditions of the SAA shall remain in full force and effect and shall govern all aspects of this Amendment and the relationship between the Parties contemplated herein.
STRATEGIC ALLIANCE AGREEMENT AMENDMENT No. 6Strategic Alliance Agreement • June 9th, 2004 • Commerce One Inc / De/ • Services-computer integrated systems design
The Strategic Alliance Agreement by and among SAP AG, SAP Markets, Inc. (collectively "SAP") and Commerce One, Inc. (now named Commerce One Operations, Inc.) ("C1" and collectively with SAP, the "Parties") dated September 18, 2000, including all amendments (collectively, the "SAA"), is further amended by the addition of this Amendment No. 6 ("Amendment"), which is effective September 29, 2003 ("Effective Date"). As of the Effective Date, this Amendment shall become part of and subject to the terms and conditions of the Agreement, which, except as expressly modified by this Amendment, remains unchanged and in full force and effect. In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall govern. All terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
STRATEGIC ALLIANCE AGREEMENT AMENDMENT NO. 2Strategic Alliance Agreement • June 9th, 2004 • Commerce One Inc / De/ • Services-computer integrated systems design
The Strategic Alliance Agreement ("SAA") between and amongst SAP AG ("SAP AG"), SAPMarkets, Inc. ("SAPM"), and Commerce One, Inc. ("Commerce One") dated September 18, 2000, is hereby amended by the addition by the addition of this attached Amendment No. 2 ("Amendment"). All definitions, terms and conditions in the SAA shall apply in this Amendment, unless the specific terms of this Amendment conflict with the terms of the SAA. If any such conflicts occur, the specific definitions, terms and conditions of this Amendment shall govern this Amendment, and supersede Section 30.14 of the SAA.
AMENDMENT NO. 2 TO OFFICE LEASEOffice Lease • March 31st, 2003 • Commerce One Inc / De/ • Services-computer integrated systems design
This AMENDMENT NO. 2 TO OFFICE LEASE (this “Amendment”) is dated December 7, 2000, for reference purposes only, by and between MARRIOTT PLAZA ASSOCIATES L.P., a California limited partnership (“Landlord”), and COMMERCE ONE, INC., a Delaware corporation (successor-in-interest to Commercebid.com) (“Tenant”).
AGREEMENT AND RETENTION BONUSRetention Bonus Agreement • August 14th, 2002 • Commerce One Inc / De/ • Services-computer integrated systems design
This agreement is made between Commerce One Operations, Inc. (“Commerce One”), a Delaware Corporation, and Andy Hayden (“Mr. Hayden”). In consideration for Mr. Hayden’s continued employment at Commerce One, the sufficiency of which both parties expressly acknowledge, Commerce One agrees to the provide Mr. Hayden with the terms described below.
STRATEGIC ALLIANCE AGREEMENT AMENDMENT NO. 2Strategic Alliance Agreement • August 14th, 2001 • New Commerce One Holding Inc • Services-computer integrated systems design
The Strategic Alliance Agreement ("SAA") between and amongst SAP AG ("SAP AG"), SAPMarkets, Inc. ("SAPM"), and Commerce One, Inc. ("Commerce One") dated September 18, 2000, is hereby amended by the addition by the addition of this attached Amendment No. 2 ("Amendment"). All definitions, terms and conditions in the SAA shall apply in this Amendment, unless the specific terms of this Amendment conflict with the terms of the SAA. If any such conflicts occur, the specific definitions, terms and conditions of this Amendment shall govern this Amendment, and supersede Section 30.14 of the SAA.
SEVERANCE AGREEMENTSeverance Agreement • August 14th, 2002 • Commerce One Inc / De/ • Services-computer integrated systems design • Delaware
This agreement is made between Commerce One Operations, Inc. (“Commerce One”), a Delaware Corporation, and Charles Boynton (“Mr. Boynton”). In consideration for Mr. Boynton’s continued employment at Commerce One, the sufficiency of which both parties expressly acknowledge, Commerce One agrees as follows: Except in the event of a Change of Control (as defined in the Change of Control Severance Agreement between Commerce One and Boynton dated June 5, 2002 (“Change of Control Agreement”)) in which case the terms of the Change of Control Agreement shall govern, Commerce One shall pay Mr. Boynton up to six (6) months of salary and health and dental benefits (to the extent such benefits may be offered during such period under the applicable plan) at his current salary and benefits-election levels as of the time of termination, if any of the “Triggering Events” set forth below occur between July 1, 2002 and June 30, 2003. The parties agree and understand that this Agreement will expire on Jul
PLEDGE AGREEMENTPledge Agreement • January 8th, 2004 • Commerce One Inc / De/ • Services-computer integrated systems design • New York
PLEDGE AGREEMENT (this "Agreement"), dated as of the 31st day of December, 2003, by and between COMMERCE ONE OPERATIONS, INC. (the "Pledgor"), a Delaware corporation and wholly-owned subsidiary of Commerce One, Inc., a Delaware corporation ("Commerce One"), and COMVEST INVESTMENT PARTNERS II LLC ("ComVest," the "Administrative Agent" or the "Pledgee"), a Delaware limited liability company, as Administrative Agent for ComVest Investment Partners II LLC and DCC Ventures, LLC (the "Purchasers"). Any capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Purchase Agreement.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 12th, 2001 • New Commerce One Holding Inc • Services-computer integrated systems design
This Amendment No. 1 to the Agreement and Plan of Merger (the "Merger Agreement") dated as of April 25, 2001 by and among Commerce One, Inc., a Delaware corporation ("Commerce One"), New C1 Merger Corporation, a Delaware corporation ("Mergerco"), and New Commerce One Holding, Inc., a Delaware corporation ("Holdco") is entered into as of this 12th day of June, 2001, by and among Commerce One, Mergerco and Holdco.
COMMERCE ONE, INC.Stock Option Agreement • March 19th, 2004 • Commerce One Inc / De/ • Services-computer integrated systems design • California
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.
STRATEGIC ALLIANCE AGREEMENT AMENDMENT 3Strategic Alliance Agreement • June 9th, 2004 • Commerce One Inc / De/ • Services-computer integrated systems design
The Strategic Alliance Agreement ("SAA") between and amongst SAP AG ("SAP AG"), SAP Markets ("Markets"), Inc. collectively "SAP") and Commerce One, Inc. dated September 18, 2000, as amended, is hereby amended by the addition of this attached Amendment No. 3 ("Amendment") as of June 29, 2001 (the "Effective Date"). All defined terms set forth in the SAA shall apply to this Amendment. The terms contained in this Amendment, together with the terms contained in the SAA, as amended, shall govern SAP's use of the software provided under this Schedule. If any conflict occurs between the provisions of the SAA and this Amendment No. 3, the specific definitions, terms and conditions of this Amendment shall govern. Unless specifically set forth as a modification to the original SAA in this Amendment, all other terms and conditions of the SAA shall remain in full force and effect and shall govern all aspects of this Amendment and the relationship between the Parties contemplated herein.
SOFTWARE DEVELOPMENT AND LICENSE AGREEMENTSoftware Development and License Agreement • May 27th, 2004 • Commerce One Inc / De/ • Services-computer integrated systems design
This Software Development and License Agreement ("Agreement"), is made and entered into out June 21, 2000 ("Effective Date") by and between Progress Software Corporation, a Massachusetts corporation located at 14 Oak Park., Bedford MA 01730 ("Licensor"), and Commerce One, Inc., a Delaware corporation with offices at 4440 Rosewood Drive, Pleasanton, California 94588, U.S.A.
ADDENDUM TO EIGHTH AMENDMENT TO SUBLEASESublease • March 19th, 2004 • Commerce One Inc / De/ • Services-computer integrated systems design
This Addendum ("Addendum") is made to the EIGHTH AMENDMENT TO SUBLEASE ("Amendment"), dated for convenience October 1, 2003, by and between PeopleSoft, Inc., a Delaware corporation ("Sublessor"), Commerce One Operations, Inc., a Delaware corporation, ("Sublessee") and Commerce One, Inc., a Delaware corporation ("Commerce One, Inc.") and, together with Sublessor and Sublessee, ("the Parties").
EIGHTH AMENDMENT TO SUBLEASESublease • December 17th, 2003 • Commerce One Inc / De/ • Services-computer integrated systems design • California
This EIGHTH AMENDMENT TO SUBLEASE (this "Amendment") is dated for reference purposes only as of October 1, 2003, by and between PeopleSoft, Inc., a Delaware corporation ("Sublessor"), Commerce One Operations, Inc., a Delaware corporation, ("Sublessee") and Commerce One, Inc., a Delaware corporation ("Commerce One, Inc."). The Effective Date of this Amendment is defined in Section 6 below.
SETTLEMENT AGREEMENTSettlement Agreement • January 6th, 2004 • Commerce One Inc / De/ • Services-computer integrated systems design • California
Effective December 30, 2003 ("Effective Date"), CVX Holdco, LLC, a Delaware limited liability company with its principal offices located at One Market Street, Steuart Tower, 13th Floor, San Francisco, CA, USA ("Technology Partner"), Commerce One Operations, Inc. (formerly Commerce One, Inc), a Delaware corporation with its principal offices located at One Market Street, Steuart Tower, 13th Floor, San Francisco, CA, USA, Commerce One, Inc., a Delaware corporation with its principal offices located at One Market Street, Steuart Tower, 13th Floor, San Francisco, CA, USA (together with Commerce One Operations, Inc. "Commerce One"), and Covisint, LLC, a Delaware limited liability company with its principal offices located at 20921 Lahser Road, Southfield, Michigan 48034 ("Covisint"), hereby enter into this Settlement Agreement. Technology Partner, Commerce One, and Covisint are referred to herein each as a "Party" and, collectively, as the "Parties."
SECURITY AGREEMENTSecurity Agreement • January 8th, 2004 • Commerce One Inc / De/ • Services-computer integrated systems design • New York
THIS SECURITY AGREEMENT (the "Agreement"), dated as of December 31, 2003, is by and among COMMERCE ONE OPERATIONS, INC., a Delaware corporation maintaining its principal place of business located at One Market Street, Steuart Tower, Suite 1300, San Francisco, CA 94105 ("Operations"), COMMERCE ONE, INC., a Delaware corporation maintaining its principal place of business located at One Market Street, Steuart Tower, Suite 1300, San Francisco, CA 94105 ("Commerce One" and together with Operations, the "Debtors"), and COMVEST INVESTMENT PARTNERS II LLC, a Delaware limited liability company, as an investor and as administrative agent ("ComVest," the "Administrative Agent" or "Secured Party") for ComVest and DCC Ventures, LLC, a Nevada limited liability company ("DCC" or together with ComVest, the "Purchasers") of Commerce One's Senior Secured Non-Convertible Promissory Notes and Warrants under the terms of that certain Note and Warrant Purchase Agreement dated on or about the date hereof (th
CONSENT AND AMENDMENT AGREEMENTConsent and Amendment Agreement • March 16th, 2004 • Commerce One Inc / De/ • Services-computer integrated systems design
This Consent and Amendment Agreement, dated March 14, 2004, is made by BayStar Capital II, L.P. (“BayStar”) in its capacity as the sole holder of all of the outstanding shares of Series B Preferred Stock, par value $0.0001 per share (the “Series B Shares”), of Commerce One, Inc. (the “Company”), and by and between BayStar and the Company in their capacities as parties to the Securities Purchase Agreement, dated July 10, 2003 (the “Securities Purchase Agreement”), the Registration Rights Agreement, dated July 10, 2003 (the “Registration Rights Agreement”) and related warrants (the “Warrants”)(collectively, the “Financing Agreements”).
