0001104659-04-007626 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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CONSENT AND AMENDMENT AGREEMENT
Consent 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”).

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