0001047469-03-020691 Sample Contracts

RAINING DATA CORPORATION AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT
Warrant Agreement • June 6th, 2003 • Raining Data Corp • Services-prepackaged software • California

THIS CERTIFIES THAT for value received, ASTORIA CAPITAL PARTNERS, L.P., 6600 S.W. Ninety Second Avenue, Suite 370, Portland, Oregon 97223, the registered Holder hereof or the registered assigns or transferees thereof (the "Holder"), is entitled to purchase from RAINING DATA CORPORATION (fka OMNIS TECHNOLOGY CORPORATION), a Delaware corporation (the "Company"), at any time during the Term hereof (as hereinafter defined), at the purchase price of $2.35 per share, as adjusted from time to time pursuant to Section 8 (the "Exercise Price"), up to 1,136,555 shares, as adjusted from time to time pursuant to Section 8, of Common Stock, $0.10 par value per share (the "Common Stock"), of the Company; any such shares of Common Stock and any other or additional shares, securities or property which may hereafter be purchasable upon exercise of this Amended and Restated (the "Warrant") Warrant shall be herein collectively called the "Warrant Shares."

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RAINING DATA CORPORATION CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • June 6th, 2003 • Raining Data Corp • Services-prepackaged software • California

This Change of Control and Severance Agreement (the "Agreement") is made and entered into effective as of April 3, 2003 (the "Effective Date"), by and between Carlton H. Baab (the "Employee") and Raining Data Corporation, a Delaware corporation (the "Company"). Certain capitalized terms used in this Agreement are defined in Section 1 below.

SIXTH AMENDMENT TO
Registration Rights Agreement • June 6th, 2003 • Raining Data Corp • Services-prepackaged software • California
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