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Exhibit 4.3  


 
  THIRD AMENDMENT TO
  REGISTRATION RIGHTS AGREEMENT    
  



        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"). 


RECITALS  


        A.    The
Company and the Holder previously entered into that certain Registration Rights Agreement, dated as of September 27, 2001, by and between the Company and the
Holder, as amended by the First Amendment to Registration Rights Agreement, entered into as of January 7, 2002, and the Second Amendment to Registration Rights Agreement, entered into as of
April 3, 2002 (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"). 


        B.    The
Company and the Holder have entered into a Note Exchange Agreement, dated the date hereof, pursuant to which the Company has issued to the Holder a Convertible
Subordinated Note (as amended, modified or supplemented from time to time, the "Note"). 



        C.    The
Company and the Holder desire to amend the Registration Rights Agreement to provide registration rights with respect to the shares issuable upon conversion of the
Note and to make certain other amendments. 


AGREEMENT  


        NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 


        1.    Capitalized
terms used in this Amendment and not otherwise defined have the meanings given to them in the Registration Rights Agreement. 



        2.    The
definition of "Registrable Securities" set forth Section 1 of the Registration Rights Agreement is hereby amended and restated in its entirety as follows: 



"(i) The
term "Registrable Securities' means (1) the Common Stock of the Company issuable or issued to the Holder pursuant to the Purchase Agreement; (2) the Common Stock of the
Company issuable or issued to the Holder pursuant to the Convertible Subordinated Note, dated as of January 30, 2003, in the original principal amount of $22,139,705, issued by the Company to
the Holder or pursuant to any PIK Note (as defined therein) issued thereunder, (3) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right
or other security that is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, the shares referenced in (1) or (2) above, (4) any
securities into which any of the foregoing shares are converted or for which any of the foregoing shares are exchanged pursuant to any reorganization or business combination in which the Company is
involved; excluding in all cases, however, any Registrable Securities sold by a person (x) in a transaction in which his or its rights under this Section 1 are not assigned,
(y) pursuant to a Registration Statement that has been declared effective and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, or
(z) in a transaction in which such Registrable Securities are sold pursuant to Rule 144 (or any similar provision then in force) under the Act." 




        3.    Section 1.1
of the Registration Rights Agreement is hereby amended and restated in its entirety as follows: 



"1.1
Mandatory Registration. If the Company shall receive a written request from the Holder that the Company effect any registration of the Registrable Securities, the Company will (i) promptly
give written notice of the proposed registration to any permitted assignee known to the Company, 






 


and (ii) as soon as practicable, file a Registration Statement on Form S-3 (or other appropriate form available for use by the Company) as would permit or facilitate
the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of the Holder and/or
any permitted assignee, as applicable, joining in such request as are specified in a written request received by the Company within 15 days after receipt of such written notice from the
Company. The Company may include in such Registration Statement any other securities that the Company may determine in its discretion, subject to the consent of the Holder, which consent will not be
unreasonably withheld." 




        4.    Section 1.12
of the Registration Rights Agreement is hereby amended to add the following at the end of such section: 



"Notwithstanding
the foregoing, no transferee or assignee of the Holder shall have the right to make the request for registration set forth in Section 1.1 unless agreed to by the Company and
the Holder." 




        5.    The
Holder hereby waives any default or non-compliance by the Company with Section 1.1 of the Registration Rights Agreement as in effect prior to this
Amendment and the consequences thereof. 


        6.    Except
as amended hereby, all other provisions of the Registration Rights Agreement shall remain unmodified and in full force and effect. 



        7.    This
Amendment shall be governed by and construed in accordance with the laws of the State of California. 


        8.    Whenever
possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this
Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Amendment. 


        9.    This
Amendment may be executed in one or more counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. 


[The
remainder of this page is intentionally left blank] 


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        The
undersigned have executed this Amendment as of the date first above written. 



	 	 	Raining Data Corporation	 
	

 	
 	

By:	

/s/  BRIAN C. BEZDEK      
	

 
	 	 	Name: Brian C. Bezdek

Title: Chief Financial Officer	 
	

 	
 	

Astoria Capital Partners, L.P.	

 
	

 	
 	

By:	

Astoria Capital Management, Inc.,

its general partner	

 
	

 	
 	

By:	

/s/  RICHARD W. KOE      
	

 
	 	 	Name: Richard W. Koe Title: President	 
	 	 	 	 	 




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THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT