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).
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.
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.
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
WARRANT TO PURCHASE COMMON STOCK OF COMMERCE ONE, INC. THIS WARRANT IS MADE AND DELIVERED PURSUANT TO A CERTAIN NOTE AND WARRANT PURCHASE AGREEMENT, DATED AS OF EVEN DATE HEREWITH, AND SUBJECT TO THE TERMS AND CONDITIONS THEREOF.Note and Warrant Purchase Agreement • January 8th, 2004 • Commerce One Inc / De/ • Services-computer integrated systems design • New York
This Warrant is issued to COMVEST INVESTMENT PARTNERS II LLC (the "Holder") by COMMERCE ONE, INC., a Delaware corporation (the "Company") , pursuant to the terms of that certain Note and Warrant Purchase Agreement (the "Purchase Agreement") of even date herewith, in connection with the Company's issuance to the Holder of this Warrant and a Senior Secured Non-Convertible Promissory Note of the Company in the principal amount of Four Million Dollars ($4,000,000) (the "Note"), in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act;
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • January 8th, 2004 • Commerce One Inc / De/ • Services-computer integrated systems design • New York
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 Avenue, New York, NY 10022 (""ComVest""), DCC VENTURES, LLC, a Nevada limited liability company with its principal offices located at 3960 Howard Hughes Parkway, Fifth Floor, Las Vegas, NV 89109 ("DCC" and together with ComVest, the "Lenders"), Commerce One, Inc., a Delaware corporation with its principal offices located at One Market Street, Steuart Tower, Suite 1300, San Francisco, CA 94105 (the "Company") and Commerce One Operations, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (the "Guarantor").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2004 • Commerce One Inc / De/ • Services-computer integrated systems design • New York
This Registration Rights Agreement (this "Agreement"), dated December 31, 2003, is entered into by and among COMMERCE ONE, INC., a Delaware corporation (the "Company") and COMVEST INVESTMENT PARTNERS II LLC, a Delaware limited liability company ("ComVest") and DCC Ventures, LLC, a Nevada limited liability company ("DCC" and together with "ComVest," the "Holders"), as a material inducement for the Holders to purchase Notes having an aggregate principal amount of Five Million Dollars ($5,000,000) (the "Notes") and related warrants (the "Warrants") in accordance with the terms of that certain Note and Warrant Purchase Agreement, dated on or about the date hereof (the "Purchase Agreement"). All capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Purchase Agreement.
