Common use of WITNESS WHEREOF Clause in Contracts

WITNESS WHEREOF. the Issuer has executed this Warrant as of the day and year first above written. CENTURA SOFTWARE CORPORATION By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Financial Officer NOTICE OF EXERCISE (To be signed only upon exercise of Warrant) To CENTURA SOFTWARE CORPORATION: The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, shares of Common Stock of CENTURA SOFTWARE CORPORATION and herewith (a) makes payment of $ therefor, or (b) exercises Warrants with a Per Share Market Value of $ . The undersigned requests that the certificates for such shares be issued in the name of, and delivered to, , whose address is . Dated: ____________, 20__ __________________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) __________________________________________ (Address) ASSIGNMENT (To be signed only upon transfer of Warrant) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock of CENTURA SOFTWARE CORPORATION covered thereby set forth hereinbelow unto: Name of Assignee Address No. of Shares Dated: __________, 20__ __________________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) __________________________________________ (Address) Signed in the presence of: ________________________________

WITNESS WHEREOF. the Issuer has executed this Warrant as of the day and year first above written. CENTURA SOFTWARE CORPORATION By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Vice President and Chief Financial Officer NOTICE OF EXERCISE (To be signed only upon exercise of Warrant) To CENTURA SOFTWARE CORPORATION: The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, shares of Common Stock of CENTURA SOFTWARE CORPORATION and herewith (a) makes payment of $ therefor, or (b) exercises Warrants with a Per Share Market Value of $ . The undersigned requests that the certificates for such shares be issued in the name of, and delivered to, , whose address is . Dated: ____________, 20__ __________________________________________ (Signature must conform in all respects to name of holder xxxxxx as specified on the face of the Warrant) __________________________________________ (Address) ASSIGNMENT (To be signed only upon transfer of Warrant) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock of CENTURA SOFTWARE CORPORATION covered thereby set forth hereinbelow unto: Name of Assignee Address No. of Shares Dated: __________, 20__ __________________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) __________________________________________ (Address) Signed in the presence of: ________________________________:

WITNESS WHEREOF. the Issuer Bank has executed caused this Warrant as of the day to be duly executed and year first above writtenits corporate seal to be impressed hereon and attested by its Secretary or an Assistant Secretary. CENTURA SOFTWARE CORPORATION Dated: March 22, 1996 XXXX XXXXX XXXXXX By: /s/ Merrxxx X. Xxxxxxx ------------------------------------- Merrxxx X. Xxxxxxx President and Chief Executive Officer Attest: /s/ Toby X. Xxxxxxx ------------------- Toby X. Xxxxxxx Assistant Secretary Accepted and Agreed To: Fleet Financial Group, Inc. By: /s/ H. Jay Xxxxxx ----------------------- Name: Xxxxxxx H. Jay Xxxxxx Title: Chief Financial Officer NOTICE OF EXERCISE Vice Chairman EXHIBIT A SUBSCRIPTION FORM (To be signed executed only upon exercise of Warrant) To CENTURA SOFTWARE CORPORATION: The undersigned, the holder undersigned registered owner of the within Warrant, hereby this Warrant irrevocably elects to exercise exercises this Warrant for the purchase right represented by such Warrant forof Common Shares of Bank Rhode Island, and to purchase thereunder, shares of Common Stock of CENTURA SOFTWARE CORPORATION and herewith (a) makes payment of $ therefor, or (b) exercises Warrants with a Per Share Market Value of $ . The undersigned all at the price and on the terms and conditions specified in this Warrant and requests that the certificates for the Common Shares hereby purchased (and any securities or other property issuable upon such shares exercise) be issued in the name of, of and delivered to, , to whose address is and, if such Common Shares shall not include all of the Common Shares issuable as provided in this Warrant, that a new Warrant of like tenor and date for the balance of the Common Shares issuable hereunder be delivered to the undersigned. Dated: ____________, 20__ __________________________________________ ------------------------------- (Name of Registered Owner) ------------------------------- (Signature of Registered Owner) ------------------------------- (Street Address) ------------------------------- (City) (State) (Zip Code) NOTICE: The signature on this subscription must conform in all respects to correspond with the name of holder as specified on written upon the face of the Warrant) __________________________________________ (Address) ASSIGNMENT (To be signed only upon transfer of Warrant) FOR VALUE RECEIVEDwithin Warrant in every particular, the undersigned hereby sells, assigns and transfers all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock of CENTURA SOFTWARE CORPORATION covered thereby set forth hereinbelow unto: Name of Assignee Address No. of Shares Dated: __________, 20__ __________________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) __________________________________________ (Address) Signed in the presence of: ________________________________without alteration or enlargement or any change whatsoever.

WITNESS WHEREOF. the Issuer has executed this Warrant as of the day and year first above written. CENTURA SOFTWARE CORPORATION By: /s/ Xxxxxxx Xxxxxx :__________________________ Name: Xxxxxxx Xxxxxx Title: Chief Financial Officer NOTICE OF EXERCISE (To be signed only upon exercise of Warrant) To CENTURA SOFTWARE CORPORATION: The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, shares of Common Stock of CENTURA SOFTWARE CORPORATION and herewith (a) makes payment of $ therefor, or (b) exercises Warrants with a Per Share Market Value of $ . The undersigned requests that the certificates for such shares be issued in the name of, and delivered to, , whose address is . Dated: ____________, 20__ __________________________________________ (Signature must conform in all respects to name of holder xxxxxx as specified on the face of the Warrant) __________________________________________ (Address) ASSIGNMENT (To be signed only upon transfer of Warrant) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock of CENTURA SOFTWARE CORPORATION covered thereby set forth hereinbelow unto: Name of Assignee Address No. of Shares Dated: __________, 20__ __________________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) __________________________________________ (Address) Signed in the presence of: ________________________________)

WITNESS WHEREOF. the Issuer Company has executed caused this Warrant to be signed by its duly authorized officer. AURA SYSTEMS, INC. /s/ Xxxxxx X. Xxxxxxxx ------------------------------------ Xxxxxx X. Xxxxxxxx President Dated as of the day and year first above written. CENTURA SOFTWARE CORPORATION By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Financial Officer NOTICE March 30, 1998 -13- FORM OF EXERCISE (To be signed only upon exercise of Warrant) To CENTURA SOFTWARE CORPORATIONAGREEMENT Dated: --------, ----. To: ----------------------------- The undersigned, pursuant to the holder of provisions set forth in the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and agrees to purchase thereunder, ________ shares of Common Stock of CENTURA SOFTWARE CORPORATION covered by such Warrant, and herewith (a) makes payment herewith in full therefor at the price per share provided by such Warrant in cash or by certified or official bank check in the amount of, or, if the resale of $ thereforsuch Common Stock by the undersigned is not currently registered pursuant to an effective registration statement under the Securities Act of 1933, as amended, by surrender of securities issued by the Company (including a portion of the Warrant) having a market value (in the case of a portion of this Warrant, determined in accordance with Section 11(c) of the Warrant) equal to $_________. Please issue a certificate or (b) exercises Warrants with a Per Share Market Value of $ . The undersigned requests that the certificates for such shares of Common Stock in the name of and pay any cash for any fractional share to: Name: ---------------------------------------- Signature: ----------------------------------- Address: ------------------------------------- ------------------------------------- Note: The above signature should correspond exactly with the name on the face of the within Warrant. and, if said number of shares of Common Stock shall not be all the shares purchasable under the within Warrant, a new Warrant is to be issued in the name ofof said undersigned covering the balance of the shares purchasable thereunder less any fraction of a share paid in cash. FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and delivered transfers all the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock covered thereby set forth hereinbelow, to: Name of Assignee Address No of Shares ---------------- ------- ------------ , , whose address is . Dated: and hereby irrevocably constitutes and appoints ____________, 20__ __________________________________________ as agent and attorney-in-fact to transfer said Warrant on the books of the within-named corporation, with full power of substitution in the premises. Dated: ---------------------, ----, In the presence of ------------------ Name: --------------------------------------- Signature: ----------------------------- Title of Signing Officer or Agent (Signature must conform in all respects to if any): ---------------------------------------- Address: ------------------------------ ------------------------------ Note: The above signature should correspond exactly with the name of holder as specified on the face of the Warrant) __________________________________________ (Address) ASSIGNMENT (To be signed only upon transfer of Warrant) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock of CENTURA SOFTWARE CORPORATION covered thereby set forth hereinbelow unto: Name of Assignee Address No. of Shares Dated: __________, 20__ __________________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) __________________________________________ (Address) Signed in the presence of: ________________________________.

WITNESS WHEREOF. the Issuer has parties have caused this Sale and Servicing Agreement to be duly executed this Warrant by their respective officers thereunto duly authorized as of the day and year first above written. CENTURA SOFTWARE CORPORATION MMCA AUTO RECEIVABLES TRUST II, as Seller By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Financial Officer NOTICE OF EXERCISE (To be signed only upon exercise of Warrant) To CENTURA SOFTWARE CORPORATION: The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, shares of Common Stock of CENTURA SOFTWARE CORPORATION and herewith (a) makes payment of $ therefor, or (b) exercises Warrants with a Per Share Market Value of $ . The undersigned requests that the certificates for such shares be issued in the name of, and delivered to, , whose address is . Dated: ____________, 20__ __________________________________________ (Signature must conform Name: Title: MMCA AUTO OWNER TRUST 2002-3 By: WILMINGTON TRUST COMPANY, not in all respects to name of holder its individual capacity but solely as specified on the face of the Warrant) _____________Owner Trustee By: _____________________________ (Address) ASSIGNMENT (To be signed only upon transfer of Warrant) FOR VALUE RECEIVEDName: Title: MITSUBISHI MOTORS CREDIT OF AMERICA, the undersigned hereby sellsINC., assigns and transfers all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock of CENTURA SOFTWARE CORPORATION covered thereby set forth hereinbelow untoas Servicer By: Name of Assignee Address No. of Shares Dated: __________, 20__ __________________________________________ (Signature must conform in all respects to name of holder Name: Title: Accepted and agreed: BANK OF TOKYO-MITSUBISHI TRUST COMPANY, as specified on the face of the Warrant) _____________Indenture Trustee By: _____________________________ (Address) Signed in Name: Title: Schedule A SCHEDULE OF INITIAL RECEIVABLES Exhibit B to the presence of: Purchase Agreement Incorporated by Reference Herein Schedule B LOCATIONS OF RECEIVABLES FILES Corporate Office 6363 Katella Avenue X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 Xxxxxxxx Xxxxxxx Xxxxxx 10805 Holder Street, Third Floor X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 Exhibit A [Form of Servicer's Certificate] The undersigned certifies that he is a _____________________ of Mitsubishi Motors Credit of America, Inc., a corporation in good standing under the laws of the state of its incorporation (the "Company"), and that as such he is duly authorized to execute and deliver this certificate on behalf of the Company pursuant to Section 3.9 of the Sale and Servicing Agreement, dated as of __________, _____, by and among the Company, as Servicer, MMCA Auto Receivables Trust II, as Seller, and MMCA Auto Owner Trust ____-__ (the "Sale and Servicing Agreement") (all capitalized terms used herein without definition have the respective meanings specified in the Sale and Servicing Agreement), and further certifies that:

WITNESS WHEREOF. the Issuer has executed parties therefore hereby execute their mutual agreement to the terms of this Warrant contract, bearing New York State Contract Number. This agreement constitutes a binding contract between the parties as defined in Appendix B, Clause 38. The State further warrants that, where Contractor is asked to execute four original copies of this signature page along with a complete original copy of the day and year first above written. CENTURA SOFTWARE CORPORATION By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Financial Officer NOTICE OF EXERCISE (To be signed only upon exercise of Warrant) To CENTURA SOFTWARE CORPORATION: The undersignedcontract, the holder approved signature page(s) will be affixed by the State, upon final approval by the NYS Comptroller, to additional copies of this contract which conform exactly to the within Warrantcomplete original copy as submitted by Contractor and executed simultaneously therewith. The acknowledgment must be fully and properly executed by an authorized person. By signing you certify your express authority to sign on behalf of yourself, hereby irrevocably elects to exercise the purchase right represented by such Warrant foryour company, or other entity and full knowledge and acceptance of this agreement, Appendix A (Standard Clauses For New York State Contracts), Appendix B (OGS General Specifications), and State Finance Law §139-j and §139-k (Procurement Lobbying), and that all information provided is complete, true and accurate. By signing, bidder affirms that it understands and agrees to purchase thereunder, shares of Common Stock of CENTURA SOFTWARE CORPORATION comply with the OGS procedures relative to permissible contacts as required by State Finance Law §139-j (3) and herewith §139-j (a6) makes payment of $ therefor, or (b) exercises Warrants with a Per Share Market Value of $ ). The undersigned requests that the certificates for such shares be issued in the name of, and delivered to, , whose address is . DatedCONTRACTOR THE PEOPLE OF THE STATE OF NEW YORK By:____________________________________ By:_______________________________________ Title:__________________________________ Title: ______________________________________ Contractor Firm Name:___________________ _______________________________________ Agency: ___________________________________ Federal Tax ID #: _______________________ APPROVED AS TO FORM XXXXXX X. XXXXX New York State Attorney General APPROVED XXXXXX X. XXXXXXXX New York State Comptroller CORPORATE ACKNOWLEDGMENT STATE OF  : SS.: COUNTY OF  On the ____ day of ___________________in the year 20 __ , 20before me personally appeared: ____________________________________________________________, known to me to be the person who executed the foregoing instrument, who, being duly sworn by me did depose and say that _he resides at _______________________________ _________________________________________________________, Town of _____________________________________, County of _____________________ (Signature must conform , State of ____________________ ; that _he is the ________________________________ of ______________________________________________________________, the corporation described in all respects said instrument; that, by authority of the Board of Directors of said corporation, _he is authorized to execute the foregoing instrument on behalf of the corporation for purposes set forth therein; and that, pursuant to that authority, _he executed the foregoing instrument in the name of holder and on behalf of said corporation as specified on the face act and deed of the Warrant) said corporation. ________________________________________________ (Address) ASSIGNMENT (To be signed only upon transfer of Warrant) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers all Notary Public BIDDER IS REQUIRED TO SIGN BOTH SECTIONS ON THIS PAGE NONDISCRIMINATION IN EMPLOYMENT IN NORTHERN IRELAND: XXXXXXXX FAIR EMPLOYMENT PRINCIPLES In accordance with Chapter 807 of the rights Laws of 1992 the bidder, by submission of this bid, certifies that it or any individual or legal entity in which the bidder holds a 10% or greater ownership interest, or any individual or legal entity that holds a 10% or greater ownership interest in the bidder, either: (answer yes or no to one or both of the undersigned under the within Warrantfollowing, with respect to the number of shares of Common Stock of CENTURA SOFTWARE CORPORATION covered thereby set forth hereinbelow unto: Name of Assignee Address No. of Shares Dated: __________, 20__ __________________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) __________________________________________ (Address) Signed in the presence of: ________________________________applicable),

WITNESS WHEREOF. the Issuer has parties have caused this Sale and Servicing Agreement to be duly executed this Warrant by their respective officers thereunto duly authorized as of the day and year first above written. CENTURA SOFTWARE CORPORATION MMCA AUTO RECEIVABLES TRUST, as Seller, By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Financial Officer NOTICE OF EXERCISE (To be signed only upon exercise of Warrant) To CENTURA SOFTWARE CORPORATION: The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, shares of Common Stock of CENTURA SOFTWARE CORPORATION and herewith (a) makes payment of $ therefor, or (b) exercises Warrants with a Per Share Market Value of $ . The undersigned requests that the certificates for such shares be issued in the name of, and delivered to, , whose address is . Dated: ____________, 20__ __________________________________________ (Signature must conform Name: Title: MMCA AUTO OWNER TRUST 2002-1 By: WILMINGTON TRUST COMPANY, not in all respects to name of holder its individual capacity but solely as specified on the face of the Warrant) _Owner Trustee By: _________________________________________ (Address) ASSIGNMENT (To be signed only upon transfer of Warrant) FOR VALUE RECEIVEDName: Title: MITSUBISHI MOTORS CREDIT OF AMERICA, the undersigned hereby sellsINC., assigns and transfers all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock of CENTURA SOFTWARE CORPORATION covered thereby set forth hereinbelow untoas Servicer By: Name of Assignee Address No. of Shares Dated: __________, 20__ __________________________________________ (Signature must conform in all respects to name of holder Name: Title: Accepted and agreed: BANK OF TOKYO-MITSUBISHI TRUST COMPANY, as specified on the face of the Warrant) _________Indenture Trustee By: _________________________________ (Address) Signed in Name: Title: Schedule A SCHEDULE OF INITIAL RECEIVABLES ------------------------------- Exhibit B to the presence of: Purchase Agreement Incorporated by Reference Herein Schedule B LOCATIONS OF RECEIVABLES FILES Corporate Office 6363 Katella Avenue X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 Xxxxxxxx Xxxxxxx Xxxxxx 10805 Holder Street, Third Floor X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 Exhibit A FORM OF SERVICER'S CERTIFICATE The undersigned certifies that he is a _____________________ of Mitsubishi Motors Credit of America, Inc., a corporation in good standing under the laws of the state of its incorporation (the "Company"), and that as such he is duly authorized to execute and deliver this certificate on behalf of the Company pursuant to Section 3.9 of the Sale and Servicing Agreement, dated as of __________, _____, by and among the Company, as Servicer, MMCA Auto Receivables Trust, as Seller, and MMCA Auto Owner Trust 2002-__ (the "Sale and Servicing Agreement") (all capitalized terms used herein without definition have the respective meanings specified in the Sale and Servicing Agreement), and further certifies that:

WITNESS WHEREOF. the Issuer has parties have caused this Sale and Servicing Agreement to be duly executed this Warrant by their respective officers thereunto duly authorized as of the day and year first above written. CENTURA SOFTWARE CORPORATION MMCA AUTO RECEIVABLES TRUST, as Seller By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Financial Officer NOTICE OF EXERCISE (To be signed only upon exercise of Warrant) To CENTURA SOFTWARE CORPORATION: The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, shares of Common Stock of CENTURA SOFTWARE CORPORATION and herewith (a) makes payment of $ therefor, or (b) exercises Warrants with a Per Share Market Value of $ . The undersigned requests that the certificates for such shares be issued in the name of, and delivered to, , whose address is . Dated: ____________, 20__ __________________________________________ (Signature must conform Name: Title: MMCA AUTO OWNER TRUST 2002-2 By: WILMINGTON TRUST COMPANY, not in all respects to name of holder its individual capacity but solely as specified on the face of the Warrant) _____________Owner Trustee By: _____________________________ (Address) ASSIGNMENT (To be signed only upon transfer of Warrant) FOR VALUE RECEIVEDName: Title: MITSUBISHI MOTORS CREDIT OF AMERICA, the undersigned hereby sellsINC., assigns and transfers all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock of CENTURA SOFTWARE CORPORATION covered thereby set forth hereinbelow untoas Servicer By: Name of Assignee Address No. of Shares Dated: __________, 20__ __________________________________________ (Signature must conform in all respects to name of holder Name: Title: Accepted and agreed: BANK OF TOKYO-MITSUBISHI TRUST COMPANY, as specified on the face of the Warrant) _____________Indenture Trustee By: _____________________________ (Address) Signed in Name: Title: Schedule A SCHEDULE OF INITIAL RECEIVABLES Exhibit B to the presence of: Purchase Agreement Incorporated by Reference Herein Schedule B LOCATIONS OF RECEIVABLES FILES Corporate Oxxxxx 0000 Xxxxxxx Xxxxxx X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 National Service Center 10000 Xxxxxx Xxxxxx, Xxxxx Xxxxx X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 Exhibit A [Form of Servicer's Certificate] The undersigned certifies that he is a _____________________ of Mitsubishi Motors Credit of America, Inc., a corporation in good standing under the laws of the state of its incorporation (the "Company"), and that as such he is duly authorized to execute and deliver this certificate on behalf of the Company pursuant to Section 3.9 of the Sale and Servicing Agreement, dated as of __________, _____, by and among the Company, as Servicer, MMCA Auto Receivables Trust, as Seller, and MMCA Auto Owner Trust ____-__ (the "Sale and Servicing Agreement") (all capitalized terms used herein without definition have the respective meanings specified in the Sale and Servicing Agreement), and further certifies that:

WITNESS WHEREOF. the Issuer Company has executed caused this Warrant as of the day and year first above writtento be signed by its duly authorized officer. CENTURA SOFTWARE CORPORATION By: /s/ Xxxxxxx AURA SYSTEMS, INC. ------------------------------------ Xxxxxx Name: Xxxxxxx Xxxxxx Title: Xxxx Chief Financial Officer NOTICE Dated as of October 7, 1998 FORM OF EXERCISE (To be signed only upon exercise of Warrant) To CENTURA SOFTWARE CORPORATIONAGREEMENT Dated: ________, ____. To: AURA SYSTEMS, INC. The undersigned, pursuant to the holder of provisions set forth in the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and agrees to purchase thereunder, ________ shares of Common Stock of CENTURA SOFTWARE CORPORATION covered by such Warrant, and herewith (a) makes payment herewith in full therefor at the price per share provided by such Warrant in cash or by certified or official bank check in the amount of, or, if the resale of $ thereforsuch Common Stock by the undersigned is not currently registered pursuant to an effective registration statement under the Securities Act of 1933, as amended, by surrender of securities issued by the Company (including a portion of the Warrant) having a market value (in the case of a portion of this Warrant, determined in accordance with Section 11(c) of the Warrant) equal to $_________. Please issue a certificate or (b) exercises Warrants with a Per Share Market Value of $ . The undersigned requests that the certificates for such shares of Common Stock in the name of and pay any cash for any fractional share to: Name: ________________________________ Signature: ________________________________ Address: ________________________________ ================================ Note: The above signature should correspond exactly with the name on the face of the within Warrant. and, if said number of shares of Common Stock shall not be all the shares purchasable under the within Warrant, a new Warrant is to be issued in the name ofof said undersigned covering the balance of the shares purchasable thereunder less any fraction of a share paid in cash. FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and delivered transfers all the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock covered thereby set forth hereinbelow, to: Name of Assignee Address No of Shares , and hereby irrevocably constitutes and appoints ______________ ________________________ as agent and attorney-in-fact to transfer said Warrant on the books of the within-named corporation, whose address is with full power of substitution in the premises. Dated: ____________, 20__ _________, ____, In the presence of ------------------ Name: ________________________________ Signature: _________________________________ Title of Signing Officer or Agent (Signature must conform in all respects to name of holder as specified on the face of the Warrant) _________if any): _________________________________ (Address) ASSIGNMENT (To be signed only upon transfer of Warrant) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock of CENTURA SOFTWARE CORPORATION covered thereby set forth hereinbelow unto: Name of Assignee Address No. of Shares Dated: __________, 20__ __________________________________________ (Signature must conform in all respects to ================================= Note: The above signature should correspond exactly with the name of holder as specified on the face of the within Warrant) __________________________________________ (Address) Signed in the presence of: ________________________________.

WITNESS WHEREOF. the Issuer has executed this Warrant as of the day and year first above written. CENTURA SOFTWARE CORPORATION By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Vice President and Chief Financial Officer NOTICE OF EXERCISE (To be signed only upon exercise of Warrant) To CENTURA SOFTWARE CORPORATION: The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, shares of Common Stock of CENTURA SOFTWARE CORPORATION and herewith (a) makes payment of $ therefor, or (b) exercises Warrants with a Per Share Market Value of $ . The undersigned requests that the certificates for such shares be issued in the name of, and delivered to, , whose address is . Dated: ____________, 20__ __________________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) __________________________________________ (Address) ASSIGNMENT (To be signed only upon transfer of Warrant) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock of CENTURA SOFTWARE CORPORATION covered thereby set forth hereinbelow unto: Name of Assignee Address No. of Shares Dated: __________, 20__ __________________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) __________________________________________ (Address) Signed in the presence of: ________________________________:

WITNESS WHEREOF. the Issuer has executed Member and Bank have caused this Warrant Agreement to be signed in their names by their duly authorized officers as of the day and year date first above writtenmentioned. CENTURA SOFTWARE CORPORATION AmSouth Bank of Alabama ------------------------------- (Full Corporate Name of Member) By: /s/ Xxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx - Executive Vice President ------------------------- -------------------------------------------- (Authorized Signature) (Typed Name and Title of Signer) By: /s/ Xxxx Xxxxxx Xxxxxxxxx Xxxx Xxxxxx Xxxxxxxxx - Vice President ------------------------- -------------------------------------------- (Authorized Signature) (Typed Name and Title of Signer) (SEAL) FEDERAL HOME LOAN BANK OF ATLANTA Senior Vice President By: Cane Xxxxxxx Xxxxxx Nameand Chief Credit Officer ------------------------- -------------------------------- (Authorized Officer) (Title) Vice President and By: Xxxxxxx Xxxxxx X. Xxxx Director of Collateral Services ------------------------- -------------------------------- (Authorized Officer) (Title: Chief Financial Officer NOTICE ) FEDERAL HOME LOAN BANK OF EXERCISE ATLANTA ADDENDUM TO THE "AGREEMENT FOR ADVANCES AND SECURITY AGREEMENT WITH BLANKET --------------------------------------------------------------------------- FLOATING LIEN" AND "ADVANCES, SPECIFIC COLLATERAL PLEDGE AND SECURITY AGREEMENT" -------------------------------------------------------------------------------- MEMBER and BANK, as those terms are defined in the Agreement for Advances and Security Agreement with Blanket Floating Lien or the Advances, Specific Collateral Pledge and Security Agreement (To be signed only upon exercise "Agreement") dated as of Warrant) To CENTURA SOFTWARE CORPORATION: The undersignedApril 26, 1996, between the Member and the Bank, desire to modify the Agreement with regard to the means by which the Member may apply for advances. Accordingly, the holder Member and the Bank have executed this Addendum as of the within WarrantMay 3, hereby irrevocably elects to exercise the purchase right represented by such Warrant for1996, and to purchase thereunderagree that it shall be a part of and modify the Agreement, shares of Common Stock of CENTURA SOFTWARE CORPORATION and herewith (a) makes payment of $ therefor, or (b) exercises Warrants with a Per Share Market Value of $ . The undersigned requests that the certificates for such shares be issued in the name of, and delivered to, , whose address is . Dated: ____________, 20__ __________________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) __________________________________________ (Address) ASSIGNMENT (To be signed only upon transfer of Warrant) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock of CENTURA SOFTWARE CORPORATION covered thereby set forth hereinbelow unto: Name of Assignee Address No. of Shares Dated: __________, 20__ __________________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) __________________________________________ (Address) Signed in the presence of: ________________________________follows:

WITNESS WHEREOF. the Issuer has parties have executed this Warrant Registration Rights Agreement as of the day and year date first above writtenwritten above. CENTURA SOFTWARE CORPORATION EUROSEAS LTD. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Financial Officer NOTICE OF EXERCISE (To be signed only upon exercise of Warrant) To CENTURA SOFTWARE CORPORATION: The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, shares of Common Stock of CENTURA SOFTWARE CORPORATION and herewith (a) makes payment of $ therefor, or (b) exercises Warrants with a Per Share Market Value of $ . The undersigned requests that the certificates for such shares be issued in the name of, and delivered to, , whose address is . Dated: ____________, 20__ :__________________________________________ (Signature must conform in all respects to name Name: Title: [SIGNATURE PAGE OF HOLDERS FOLLOWS] 141 [SIGNATURE PAGE OF HOLDERS TO EUROSEAS RRA] Name of holder as specified on the face of the Warrant) ________________Holder: __________________________ (Address) ASSIGNMENT (To be signed only upon transfer Signature of Warrant) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers all Authorized Signatory of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock of CENTURA SOFTWARE CORPORATION covered thereby set forth hereinbelow untoHolder: Name of Assignee Address No. of Shares Dated: __________, 20__ __________________________________________ (Signature must conform in all respects to name Name of holder as specified on the face of the Warrant) Authorized Signatory: _________________________ Title of Authorized Signatory: __________________________ [SIGNATURE PAGES CONTINUE] ANNEX A Plan of Distribution -------------------- Each Selling Stockholder (Addressthe "Selling Stockholders") Signed of the common stock ("Common Stock") of Euroseas Ltd., a Xxxxxxxx Islands corporation (the "Company") and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on the Trading Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the presence offollowing methods when selling shares: ________________________________o ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; o block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; o purchases by a broker-dealer as principal and resale by the broker-dealer for its account; o an exchange distribution in accordance with the rules of the applicable exchange; o privately negotiated transactions; o settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; o broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;

WITNESS WHEREOF. the Issuer Company has executed caused this Warrant to be duly executed by its authorized officer as of the day and year date first above writtenindicated above. CENTURA SOFTWARE CORPORATION ORCA TECHNOLOGIES, INC. By: /s/ Xxxxxxx Xxxxxx __________________________ Name: Xxxxxxx Xxxxxx __________________________ Title: Chief Financial Officer NOTICE __________________________ FORM OF EXERCISE ELECTION TO PURCHASE (To be signed only upon executed by the Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant) To CENTURA SOFTWARE CORPORATION: The undersignedOrca Technologies, Inc. In accordance with the Warrant enclosed with this Form of Election to Purchase, the holder of the within Warrant, undersigned hereby irrevocably elects to purchase _____________ shares of Common Stock ("Common Stock"), $.001 par value per share, of Orca Technologies, Inc. and encloses herewith $________ in cash, certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant. The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER ________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ (Please print name and address) If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to: ______ ______ ______ (Please print name and address) Dated:_____________, _____ By:_______________________________________ Its:______________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) [To be completed and signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________ the right represented by such the within Warrant for, and to purchase thereunder, ____________ shares of Common Stock of CENTURA SOFTWARE CORPORATION Orca Technologies, Inc. to which the within Warrant relates and herewith (a) makes payment appoints ________________ attorney to transfer said right on the books of $ thereforOrca Technologies, or (b) exercises Warrants Inc. with a Per Share Market Value full power of $ . The undersigned requests that the certificates for such shares be issued substitution in the name of, and delivered to, , whose address is premises. Dated: ____________, 20__ ___, ____ _______________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) __________________________________________ (Address) ASSIGNMENT (To be signed only upon transfer Address of Warrant) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock of CENTURA SOFTWARE CORPORATION covered thereby set forth hereinbelow unto: Name of Assignee Address No. of Shares Dated: Transferee __________, 20_____________________________ __________________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) __________________________________________ (Address) Signed in In the presence of: ________________________________