WARRANT PURCHASE AGREEMENT

    THIS WARRANT PURCHASE AGREEMENT ("Agreement") is made as of March 16, 2001 (the "Effective Date"), by and between SeeBeyond Technology Corporation, a California corporation (the "Company"), and General Motors Corporation, a Delaware corporation ("GM").

    WHEREAS, GM intends to purchase a warrant from the Company, which warrant will be exercisable for shares of the Company's common stock; and

    WHEREAS, the parties hereto wish to provide for the sale and issuance of such warrant in consideration for services rendered and to be rendered to the Company by GM as contemplated by Section 3 of the Warrant;

    NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

    1.  Issuance of the Warrant.  The Company hereby sells and issues to GM a warrant (the "Warrant") to purchase shares of the Company's common stock (collectively, the "Common Stock") as set forth therein in consideration for services rendered and to be rendered to the Company by GM as contemplated by Section 3 of the Warrant. The Warrant shall be in the form attached hereto as Exhibit A.

    2.  Representations and Warranties of the Company.  In connection with the transactions provided for herein, the Company hereby represents and warrants to GM that:


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    3.  Representations and Warranties of GM.  In connection with the transactions provided for herein, GM hereby represents and warrants to the Company that:

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    4.  California Corporate Securities Law.  THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION FOR SUCH SECURITIES PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

    5.  Miscellaneous.  

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    IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

    SEEBEYOND TECHNOLOGY CORPORATION

 

 

 

 

By:

 

/s/ JAMES DEMETRIADES     
James Demetriades
Chief Executive Officer

 

 

Address:

 

404 E. Huntington Drive
Monrovia, CA 91016

 

 

 

 

 

 

 

 

 

 

 

GENERAL MOTORS CORPORATION

 

 

 

 

By:

 

/s/ RALPH SZYGENDA     
    Name: Ralph Szygenda
    Title: Group Vice President and CIO

 

 

Address:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
SIGNATURE PAGE TO SEEBEYOND TECHNOLOGY CORPORATION
WARRANT PURCHASE AGREEMENT

 

 

 

 

 

 

 

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EXHIBIT A

Void after
March 16, 2006

SEEBEYOND TECHNOLOGY CORPORATION
WARRANT TO PURCHASE SHARES OF COMMON STOCK

    This Warrant is issued to General Motors Corporation, a Delaware corporation ("GM"), by SeeBeyond Technology Corporation, a California corporation (the "Company"), on March 16, 2001 (the "Warrant Issue Date"). This Warrant is issued pursuant to the terms of that certain Warrant Purchase Agreement (the "Purchase Agreement") dated as of March 16, 2001.

    1.  Purchase of Shares.  Subject to the terms and conditions hereinafter set forth and set forth in the Purchase Agreement, the holder of this Warrant is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to 625,000 fully paid and nonassessable shares of the Common Stock of the Company, as more fully described below. The number of shares of Common Stock issuable pursuant to this Section 1 (the "Shares") shall be subject to adjustment pursuant to Section 8 hereof.

    2.  Purchase Price.  The per share purchase price for the Shares (the "Exercise Price") shall be $11.34. The Exercise Price shall be adjusted from time to time pursuant to Section 8 hereof.

    3.  Exercise Period.


    4.  Method of Exercise.  While this Warrant remains outstanding and exercisable in accordance with Section 3 above, the holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by:

    5.  Net Exercise.  In lieu of cash exercising this Warrant, the holder of this Warrant may elect to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the holder hereof a number of shares of Common Stock computed using the following formula:

  Y (A - B)
  
X = A
Where 

X —

The number of shares of Common Stock to be issued to the holder of this Warrant.

Y —

The number of shares of Common Stock as to which this Warrant is being exercised.

A —

The Fair Market Value (as defined herein) of one share of the Company's Common Stock.

B —

The Exercise Price (as adjusted to the date of such calculations).

    For purposes of this Section 5 and Section 2 hereof, the fair market value of one share of Common Stock shall mean the average of the closing bid and asked prices of the Common Stock quoted in the over-the-counter market in which the Common Stock is traded or the closing price quoted on any stock exchange or nation market system (i.e., the Nasdaq National Market) on which the Common Stock is listed, whichever is applicable, as published in the Western Edition of The Wall Street Journal for the ten (10) trading days prior to the date of determination of fair market value. If the Common Stock is not traded on the over-the-counter market or on an exchange, the fair market value shall be the price per share as shall be determined in good faith by the Company's Board of Directors.

    6.  Certificates for Shares.  Upon the exercise of the purchase rights evidenced by this Warrant, one or more certificates for the number of Shares so purchased shall be issued as soon as practicable thereafter, and in any event within twenty (20) days of the delivery of the subscription notice.

    7.  Issuance of Shares.  The Company covenants that the Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and nonassessable and free from all taxes, liens, and charges with respect to the issuance thereof.

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    8.  Adjustment of Exercise Price and Number of Shares.  The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

    9.  Registration Rights.  The Company shall effectuate, simultaneous with the execution of this Warrant and the Purchase Agreement, an amendment of that certain Registration Rights Agreement dated as of May 8, 1998 (the "Rights Agreement") by and among the Company and certain of its

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investors so that the Shares issuable upon exercise of this Warrant shall have registration rights which are pari passu to the rights granted in Section 6 ("Company Registrations") and Section 8 ("Registration on Form S-3") of the Rights Agreement to investors which are a party thereto.

    10. Co-Sale Right.

    11. Change of Control of the Company.  If at any time the Company proposes to merge or consolidate with or into any other corporation, effect any reorganization, or sell or convey all or substantially all of its assets to any other entity, then, as a condition of such reorganization, consolidation, merger, sale or conveyance, the Company or its successor, as the case may be, shall enter into a supplemental agreement to make lawful and adequate provision whereby the Holder shall have the right to receive, upon exercise of the Warrant, the kind and amount of equity securities which would have been received upon such reorganization, consolidation, merger, sale or conveyance by a holder of a number of shares of common stock equal to the number of shares issuable upon exercise of the Warrant immediately prior to such reorganization, consolidation, merger, sale or conveyance. If the property to be received upon such reorganization, consolidation, merger, sale or conveyance is not equity securities, the Company shall give the Holder of this Warrant ten (10) days prior written notice of the proposed closing date of such transaction, and if this Warrant has not been exercised by or on the closing date of such transaction, it shall terminate.

    12. No Fractional Shares or Scrip.  No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional shares the Company shall make a cash payment therefor on the basis of the Exercise Price then in effect.

    13. No Stockholder Rights.  Prior to exercise of this Warrant, the holder shall not be entitled to any rights of a stockholder with respect to the Shares, including (without limitation) the right to vote such Shares, receive dividends or other distributions thereon, exercise preemptive rights or be notified of stockholder meetings, and such holder shall not be entitled to any notice or other communication concerning the business or affairs of the Company.

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    14. Successors and Assigns.  The terms and provisions of this Warrant and the Purchase Agreement shall inure to the benefit of, and be binding upon, the Company its successors and assigns. This Warrant cannot be assigned by GM without the express written consent of the Company. Notwithstanding the foregoing, this Warrant may be assigned, sold or otherwise transferred to an affiliate of GM, and such assignment, sale or transfer shall not require the consent of the Company so long as such assignment, sale or transfer complies with applicable laws, rules and regulations. In the event of a merger or acquisition in which the Company is not the surviving entity, the Company shall obtain written confirmation from the successor entity as to the valid and binding nature of this Warrant on such successor entity. Notwithstanding the foregoing, this Warrant may be pledged by GM in connection with a hedging transaction not involving the Company's stock without the prior written consent of the Company, so long as such transaction and pledge complies with applicable laws, rules and regulations.

    15. Amendments and Waivers.  Any term of this Warrant may be amended and the observance of any term of this Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and GM. Any waiver or amendment effected in accordance with this Section shall be binding upon GM, each holder of any Shares purchased under this Warrant at the time outstanding (including securities into which such Shares have been converted), each future holder of all such Shares, and the Company.

    16. Governing Law.  This Warrant shall be governed by the laws of the State of California as applied to agreements among California residents made and to be performed entirely within the State of California.


 

 

 

 

SEEBEYOND TECHNOLOGY CORPORATION


 


 


 


 


By:


 


/s/ JAMES DEMETRIADES     
James Demetriades
Chief Executive Officer


 


 


Address:


 


404 E. Huntington Drive
Monrovia, CA 91016


 


 


 


 


Agreed to:


 


 


 


 


GENERAL MOTORS CORPORATION


 


 


 


 


By:


 


/s/ RALPH SZYGENDA     

 

 

 

 

Name:

 

Ralph Szygenda

 

 

 

 

Title:

 

Group Vice President and CIO


 


 


Address:


 


 


 


 

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SUBSCRIPTION

SeeBeyond Technology Corporation
Attention: Corporate Secretary

    The undersigned hereby elects to purchase, pursuant to the provisions of the Warrant to Purchase Shares of Common Stock issued by SeeBeyond Technology Corporation and held by the undersigned,                  shares of Common Stock of SeeBeyond Technology Corporation.

    Payment of the exercise price per share required under such Warrant accompanies this Subscription.

    The undersigned hereby represents and warrants that the undersigned is acquiring such shares for its own account for investment purposes only, and not for resale or with a view to distribution of such shares or any part thereof.

    WARRANTHOLDER:

 

 

 

 

GENERAL MOTORS CORPORATION

 

 

 

 

 

 

 

 

 

 

 

By:

 

 
      

 

 

 

 

Name:

 

 
      

 

 

 

 

Title:

 

 
      

 

 

 

 

 

 

 

 

 

Address:

 

 

 



 

 

 

 

 

 



 

 

 

 

 

 



Date:

Name in which shares should be registered:

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Source: OneCLE Business Contracts.