QuickLinks -- Click here to rapidly navigate through this documentConvertible Note Agreement • January 30th, 2003 • Raining Data Corp • Services-prepackaged software
THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.
NOTE EXCHANGE AGREEMENTNote Exchange Agreement • January 30th, 2003 • Raining Data Corp • Services-prepackaged software • California
Reference is hereby made to the Secured Promissory Note, dated November 20, 2000, in the original principal amount of $18,525,416.67 issued by Raining Data Corporation, a Delaware corporation (the "Company"), to Astoria Capital Partners, L.P. (the "Purchaser"), as amended by that certain Amendment to Secured Promissory Note entered into as of June 10, 2002 (as so amended, the "Existing Note").
THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 30th, 2003 • Raining Data Corp • Services-prepackaged software • California
This Third Amendment to Registration Rights Agreement (this "Amendment") is entered into as of January 30, 2003 by and between Raining Data Corporation, a Delaware corporation f/k/a Omnis Technology Corporation (the "Company"), and Astoria Capital Partners, L.P., a California limited partnership (the "Holder").
