0000912057-02-031302 Sample Contracts

RAINING DATA CORPORATION fka OMNIS TECHNOLOGY CORPORATION REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 13th, 2002 • Raining Data Corp • Services-prepackaged software • California

THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of December 4, 2000, by and among RAINING DATA CORPORATION fka OMNIS TECHNOLOGY CORPORATION, a Delaware corporation (the "COMPANY") and the undersigned individuals and entities (collectively, the "HOLDERS").

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RAINING DATA CORPORATION REGISTRATION RIGHTS AGREEMENT
Corporation Registration Rights Agreement • August 13th, 2002 • Raining Data Corp • Services-prepackaged software • California

This Registration Rights Agreement (this "Agreement") is made as of April 29, 2002, by and among Raining Data Corporation, a Delaware corporation (the "Company") and Thomas A. Arata, Jr., Edward A. Runci, Jr. and Wall & Bullington, LLC, (each, a "Holder" and collectively, the "Holders"). This Agreement shall become effective on the date that the Company or its designated representative issues the shares of the Company's Common Stock, $0.10 par value (the "Common Stock"), pursuant to the terms of the Compromise and Settlement Agreement ("Settlement Agreement") by and between Raining Data Corporation, PickAx, Inc., a Louisiana corporation, Pick Systems, Inc., and Pick Ax, Inc., a Delaware corporation, (collectively the "Raining Data Companies") and Thomas Arata, Jr. and Edward A. Runci, Jr. (the "Plaintiffs") (collectively with the Raining Data Companies referred to as "the Parties") and the Restricted Stock Purchase Agreements executed by the Holders. Should the Settlement Agreement and

COMPROMISE AND SETTLEMENT AGREEMENT
And Settlement Agreement • August 13th, 2002 • Raining Data Corp • Services-prepackaged software • Louisiana

This Compromise and Settlement Agreement (herein this "Agreement") is made as of the 29th day of April, 2002, by and between Raining Data Corporation, PickAx, Inc., a Louisiana corporation, and Pick Systems, Inc., (collectively the "Corporate Defendants") and Pick Ax, Inc., a Delaware corporation, and Thomas Arata, Jr. and Edward A. Runci, Jr. (the "Plaintiffs") (collectively with the Corporate Defendants referred to as "the Parties"). This Agreement shall become effective eight (8) days after its execution by Plaintiffs, except as set forth herein.

SETTLEMENT AGREEMENT Terminating Court Proceedings between the Parties
Raining Data Corp • August 13th, 2002 • Services-prepackaged software

Douce Bis, previously denominated KA, a share corporation entered in the Paris Commercial and Companies Registry under the number 309 121 572, with its registered office at 25 rue Claude Tillier, 75012 Paris

RAINING DATA CORPORATION AMENDMENT TO STOCK OPTION AGREEMENT
Stock Option Agreement • August 13th, 2002 • Raining Data Corp • Services-prepackaged software

This Amendment to that certain Stock Option Agreements, dated October 10, 2001 and April 26, 2002, by and between Raining Data Corporation (the "Company") and Soheil Raissi (the "Grantee"), is entered into this 21st day of June 2002. Unless otherwise defined herein, all capitalized terms shall have the same meanings as set forth in the Amended 1999 Stock Option Plan, as amended from time to time (the "Plan") and the Stock Option Agreement (the "Option Agreement").

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