CENTURA SOFTWARE CORPORATION
AMENDMENT TO PREFERRED SHARES RIGHTS AGREEMENT
On February 17, 1998, the Board of Directors of Centura Software
Corporation (the "COMPANY") voted to amend that certain Preferred Shares Rights
Agreement dated as of August 3, 1994 (the "RIGHTS AGREEMENT") between the
Company (formerly Gupta Corporation) and Chemical Trust Company of California
(pursuant to Section 27 of the Rights Agreement), effective as of February 27,
1998, as follows:
SECTION 1(a) "ACQUIRING PERSON".
Section 1(a) of the Rights Agreement shall be amended and restated in its
entirety to read as follows:
"(a) "Acquiring Person" shall mean any Person who or
which, together with all Affiliates and Associates of such
Person, shall be the Beneficial Owner of 15% or more of the
Common Shares then outstanding, but shall not include the
Company, any Subsidiary of the Company or any employee
benefit plan of the Company or of any Subsidiary of the
Company, or any entity holding Common Shares for or pursuant
to the terms of any such plan. Notwithstanding the
foregoing, no Person shall be deemed to be an Acquiring
Person either (i) as the result of an acquisition of Common
Shares by the Company which, by reducing the number of
shares outstanding, increases the proportionate number of
shares beneficially owned by such Person to 15% or more of
the Common Shares of the Company then outstanding; PROVIDED,
HOWEVER, that if a Person shall become the Beneficial Owner
of 15% or more of the Common Shares of the Company then
outstanding by reason of share purchases by the Company and
shall, after such share purchases by the Company, become the
Beneficial Owner of any additional Common Shares of the
Company, then such Person shall be deemed to be an Acquiring
Person, or (ii) if within eight days after such Person would
otherwise become an Acquiring Person (but for the operation
of this clause (ii)), such Person notifies the Board of
Directors that such Person did so inadvertently and within
two days after such notification, such Person is the
Beneficial Owner of less than 15% of the outstanding Common
Shares. Notwithstanding the foregoing: (i) Xxxxx X. Xxxxx
("Gupta") shall not be considered an "Acquiring Person" as a
result of being, at any date, the Beneficial Owner of that
number of Common Shares which he currently beneficially owns
or which he is permitted or required to purchase on or
before such date in accordance with the provisions of any
plan, arrangement, agreement or transaction
approved by the Board of Directors of the Company or any
committee of the Board of Directors; PROVIDED, HOWEVER,
that if Gupta shall, after the date hereof, become the
Beneficial Owner of any Common Shares other than
pursuant to a plan, arrangement, agreement or transaction
approved by the Board of Directors of the Company or any
committee of the Board of Directors, then, if Gupta
would otherwise be an Acquiring Person, he shall be
deemed to be an Acquiring Person and all Common Shares
then beneficially owned by Gupta shall be counted for
purposes of determining whether Gupta is an Acquiring
Person; and (ii) neither Newport Acquisition Company No.
2, LLC ("NAC"), nor any of the Persons listed on Annex I
attached hereto (collectively, the "Approved Persons")
shall be considered an "Acquiring Person" as a result of
(i) the purchase from Computer Associates International,
Inc. by NAC of that certain Floating Rate Convertible
Subordinated Note Due 1998 dated as of April 3, 1995 in
the principal amount of $10,000,000 (the "Note"), (ii)
the conversion of the Note by NAC into 11,415,094 shares
of Common Stock of the Company (the "Conversion Shares")
pursuant to a Note Conversion Agreement between the
Company and NAC dated February 27, 1998 or (iii) any of
such Approved Persons becoming the Beneficial Owner of
additional Common Shares of the Company up to but not
exceeding 14.99% of the Common Shares then outstanding,
but not including in either the numerator or denominator
for purposes of such percentage calculation any of the
Conversion Shares."
SECTION 1(g) "CONTINUING DIRECTOR".
Section 1(g) of the Rights Agreement shall be amended and restated
in its entirety to read as follows:
"(g) "Continuing Director" shall mean (i) any member of
the Board of Directors of the Company, while a member of the
Board, who is not an Acquiring Person, or an Affiliate or
Associate of an Acquiring Person, or a representative of an
Acquiring Person or of any such Affiliate or Associate, and
who was a member of the Board prior to the date of this
Agreement, or (ii) any Person who subsequently becomes a
member of the Board, while a member of the Board, who is not
an Acquiring Person, or an Affiliate or Associate of an
Acquiring Person, or a representative of an Acquiring Person
or of any such Affiliate or Associate, if such Person's
nomination for election or election to the Board is
recommended or approved by a majority of the Continuing
Directors; or (iii) any Person nominated to the Board of
Directors by NAC."
The undersigned, being the duly appointed Secretary of Centura Software
Corporation, does hereby certify that the Rights Agreement was amended as set
forth above effective as of February 27, 1998.
/s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx
Secretary
