EXHIBIT 4.9


 


THIS
WARRANT AND THE CAPITAL STOCK ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF.  NEITHER THIS
WARRANT NOR THE CAPITAL STOCK ISSUABLE HEREUNDER HAS BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR WITH ANY STATE SECURITIES COMMISSIONER
AND, ACCORDINGLY, MAY NOT BE SOLD OR TRANSFERRED UNLESS REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND QUALIFIED UNDER ALL APPLICABLE STATE
SECURITIES LAWS, OR UNLESS EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION
ARE AVAILABLE.


 


THE
WARRANT PRICE SET FORTH HEREIN REFLECTS ANTI-DILUTION ADJUSTMENTS AS OF
APRIL 1, 2004 PURSUANT TO SECTION 4 OF THE WARRANT.  THIS WARRANT SUPERSEDES ALL PREVIOUS COMMUNICATIONS,
UNDERSTANDINGS AND AGREEMENTS, EITHER ORAL OR WRITTEN, BETWEEN THE COMPANY AND
THE HOLDER WITH RESPECT TO THE WARRANT.


 


RAINING
DATA CORPORATION

COMMON STOCK PURCHASE WARRANT


 


	
  500,000 Shares of
  Common Stock

  	
   

  	
  Originally issued on November 30, 2000

  and as adjusted on April 1, 2003 and April 1, 2004

  
	
   

  	
   

  	
  Irvine, California

  



 


Reference is hereby made
to that certain Note and Warrant Purchase Agreement (the “Purchase Agreement”)
by and between Raining Data Corporation, a Delaware corporation, formerly Omnis
Technology Corporation (the “Company”) and Astoria Capital Partners, L.P., a
California limited partnership (“Astoria”), the terms of which are incorporated
by this reference.  The term “Holder”
shall initially refer to Astoria, which is the initial holder of this Warrant
and shall further refer to any subsequent permitted holder of this Warrant from
time to time.


 


The Company hereby
certifies that, for value received, Holder is entitled to purchase from the
Company, on or before the Expiration Date (as defined below), up to Five
Hundred Thousand (500,000) duly authorized, validly issued, fully paid and
non-assessable shares of Common Stock of the Company, $0.10 par value (the
“Stock”) under the terms and conditions set forth herein.  Capitalized terms used and not otherwise
defined in this Common Stock Purchase Warrant (this “Warrant”) shall have the
respective meanings assigned to them in the Purchase Agreement as the same may
be supplemented, modified, amended, renewed or restated from time to time.


 

















 


Section 1. Price and Exercise of
Warrant.


 


1.1  Term of Warrant.  This Warrant shall be exercisable for a period of five (5) years
after the date of original issuance (the expiration date for this Warrant is
hereinafter referred to as the “Expiration Date”).


 


1.2  Warrant Price.  The price per share at which the shares of Stock are issuable
upon exercise of this Warrant (the “Warrant Shares”) shall be Six Dollars and
Twenty-Nine Cents ($6.29) per share (the “Warrant Price”) as adjusted hereunder.


 


1.3  Exercise of Warrant.


 


(a)  This
Warrant may be exercised, in whole or in part, upon surrender to the Company at
its then principal offices in the United States of the certificate or
certificates evidencing this Warrant to be exercised, together with the form of
election to exercise attached hereto as Exhibit A duly completed and
executed, and upon payment to the Company of the aggregate Warrant Price for
the number of Warrant Shares in respect of which this Warrant is then being
exercised.


 


(b)  Payment of
the aggregate Warrant Price may be made (i) in cash or by cashier’s or
bank check or (ii) if the Stock is at the time traded on any national
securities exchange or in any United States interdealer quotation system, by
making a Cashless Exercise (as defined herein).  Upon a “Cashless Exercise” the Holder shall receive Stock on a
net basis such that, without the payment of any funds, the Holder shall
surrender this Warrant in exchange for the number of shares of Stock equal to
the product of (i) the number of shares of Stock as to which this Warrant
is being exercised, multiplied by (ii) a fraction, the numerator of which
is the per share closing price of such Stock as of the close of trading on the
last trading day prior to the date of the Cashless Exercise (or, if no such
closing price is reported for such day, the mean between the closing bid and
the closing asked prices on the principal national securities exchange or in
the principal United States interdealer quotation system on which the Stock is
traded)(“Trading Price”) less the then Warrant Price, and the denominator of
which is said Trading Price.


 


(c)  Subject to
Section 2 hereof, upon surrender of this Warrant, and the duly completed
and executed form of election to exercise, and payment of the Warrant Price in
cash or pursuant to the Cashless Exercise, the Company shall cause to be issued
and delivered to the Holder or such other person as the Holder may designate in
writing hereunder a certificate or certificates for the number of full shares
of Stock so purchased upon the exercise of this Warrant.  Such certificate or certificates shall be
deemed to have been issued and any person so designated to be named therein
shall be deemed to have become a holder of record of such Warrant Shares as of
the date of the surrender of this Warrant, and the duly completed and executed
form of election to exercise, and payment of the Warrant Price; provided
however, that if, the date of surrender of this Warrant and payment of the
Warrant Price is not a business day, the certificates for the Warrant Shares
shall be issued as of the next business day (whether before or after the
Expiration Date), and, until such date, the Company shall be under no duty to
cause to be delivered any certificate for such Warrant Shares or for shares of
such other class of stock.


 


2

















 


1.4  Fractional Interests.  The Company shall not be required to issue
fractions of shares of Stock on the exercise of this Warrant.  If any fraction of a share of Stock would be
issuable upon the exercise of this Warrant (or any portion thereof), the
Company shall purchase such fraction for an amount in cash equal to the same
fraction of the last reported closing price of the Stock on the NASDAQ National
Market System or any other national securities exchange or market on which the
Stock is then listed or traded, and if not so listed or traded, at the then
fair market value of a single share of Stock as determined in good faith by the
Board of Directors of the Company, which determination shall be binding and
conclusive.


 


Section 2. Exchange and
Transfer of Warrant and Warrant Shares.


 


(a)  This
Warrant and the Warrant Shares have not been registered under any securities
laws and shall be subject to the rights, restrictions, limitations,
representations, warranties and covenants set forth in the Purchase Agreement
at all times.  In connection therewith
this Warrant hereby does bear and any stock certificates issued pursuant to the
exercise of this Warrant or any substitute therefor shall bear the legends
described in the Purchase Agreement.


 


(b)  This
Warrant may be transferred, in whole or in part, without restriction, subject
to receipt of an opinion from Wilson, Sonsini, Goodrich & Rosati or any
other law firm satisfactory to the Company that such transfer will not require
registration or qualification under applicable securities laws (or such
registration or qualification has been effected) and as otherwise provided in
the Purchase Agreement.  A transfer may
be registered with the Company by submission to it of this Warrant, together
with the annexed Assignment Form attached hereto as Exhibit B duly
completed and executed.  After the
receipt by the Company of this Warrant and the Assignment Form so completed and
executed and after compliance with all conditions hereunder, the Company will
issue and deliver to the transferee a new warrant (representing the portion of
this Warrant so transferred) at the same Warrant Price per share and otherwise
having the same terms and provisions as this Warrant, which the Company will
register in the new holder’s name.  In
the event of a partial transfer of this Warrant, the Company shall concurrently
issue and deliver to the transferring holder a new warrant that entitles the transferring
holder to purchase the balance of this Warrant not so transferred and that
otherwise is upon the same terms and conditions as this Warrant.  Upon the due delivery of this Warrant for
transfer, the transferee holder shall be deemed for all purposes to have become
the holder of the portion of this Warrant so transferred, effective immediately
prior to the close of business on the date of such delivery, irrespective of
the date of actual delivery of the new warrant representing this Warrant so transferred.


 


(c)  In the
event of the loss, theft or destruction of this Warrant, the Company shall
execute and deliver an identical new warrant to the Holder in substitution
therefor upon the Company’s receipt of (i) evidence reasonably
satisfactory to the Company of such event and (ii) if requested by the
Company, an indemnity agreement reasonably satisfactory in form and substance
to the Company.  In the event of the
mutilation of or other damage to this Warrant, the Company shall execute and
deliver an identical new warrant to the Holder in substitution therefor upon
the Company’s receipt of the mutilated or damaged warrant.


 


(d)  The
Company shall pay all costs and expenses incurred in connection with the
exercise, exchange, transfer or replacement of this Warrant, including, without
limitation, the costs


 


3

















 


of preparation, execution and delivery of a new
warrant and of stock certificates representing all Warrant Shares for which the
Warrant is being exercised; provided, that the Holder shall pay all taxes
payable in connection with the exercise or transfer or replacement of this
Warrant and any transfer or disposition of the Warrant Shares.


 


Section 3. Certain Covenants.


 


The Company covenants
that during the period this Warrant is exercisable in accordance with its
terms, the Company will (i) reserve from its authorized and unissued
Stock, a sufficient number of shares to provide for the issuance of Stock upon
exercise of this Warrant or (ii) if at any time the number of authorized
but unissued shares of Stock shall not be sufficient to effect the exercise of
this Warrant in full, in addition to such other remedies as shall be available
to the Holder, the Company will use its best efforts to take such corporate
action as may, in the opinion of its counsel, be necessary to increase its
authorized but unissued shares of Stock to such number of shares as shall be
sufficient for such purposes; subject to applicable securities laws and the
limitations set forth in the Purchase Agreement.  The Company will not, by amendment of its Certificate of
Incorporation or otherwise, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant.


 


Section 4. Adjustment of
Warrant Price and Number of Warrant Shares.


 


The Warrant Price per
share and the number and kind of securities purchasable upon the exercise of
this Warrant shall be subject to adjustment from time to time upon the
occurrence of certain events, as hereinafter provided.


 


(a)  In case
the Company shall after the date hereof (i) pay a dividend or make a
distribution on its Stock in shares of its Stock, (ii) engage in a stock
split or reverse stock split or combination of its outstanding Stock, or
(iii) issue any shares by reclassification of its Stock (including any
such reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation) without receipt of consideration, the
Warrant Price for the Shares in effect at the time of such event shall be
proportionally adjusted as herein provided so that the Holder, upon exercise of
this Warrant after such date, shall be entitled to receive the aggregate number
and kind of shares of Stock which, if this Warrant had been exercised
immediately prior to such transaction date, it would have owned upon such
exercise and been entitled to receive upon such dividend, distribution, stock
split or reverse stock split, combination or reclassification.


 


(b)  Whenever
the Warrant Price payable upon exercise of this Warrant is adjusted pursuant to
Section 4(a) hereof, the number of Warrant Shares purchasable upon
exercise of this Warrant shall simultaneously be adjusted by multiplying the
number of Warrant Shares issuable upon exercise of this Warrant immediately
before the event that caused the adjustment by the Warrant Price in effect as
of the date of this Warrant and dividing the product so obtained by the Warrant
Price, as adjusted.


 


(c)  No
adjustment in the Warrant Price shall be required unless such adjustment would
require an increase or decrease of at least 0.75% in such price; provided
however that any such adjustments not required to be made in this
Subsection shall be carried forward and taken into


 


4

















 


account in any subsequent adjustment.  For these purposes all calculations under
this Section 4 shall be made to the nearest cent or to the nearest
one-thousandth of a share, as the case may be.


 


(d)  Whenever
the Warrant Price and number of Warrant Shares is adjusted hereunder, as herein
provided, the Company shall promptly cause a notice setting forth the adjusted
Warrant Price and adjusted number of shares issuable upon exercise of this
Warrant to be mailed to the Holder.  The
certificate setting forth the computation shall be signed by the Chief
Financial Officer of the Company.


 


(e)  In the
event that at any time, as a result of any adjustment made pursuant to the
foregoing Section 4(a), the holder of this Warrant thereafter shall become
entitled to receive any shares of the capital stock of the Company, other than
Stock, thereafter the number of such other shares so receivable upon exercise
of this Warrant shall be subject to adjustment from time to time in a manner
and on terms as nearly equivalent as practicable to the provisions with respect
to the Stock contained in Section 4(a). 
Subject to the foregoing exception, no adjustment shall be made
hereunder for (i) any dividend or distribution or other transaction by the
Company in any class of its preferred stock; or (ii) any changes occurring
on account of the issuance of capital stock of the Company at any time upon the
exercise of any stock options, rights or warrants or upon the conversion of any
convertible securities or debt (whether existence on or after the date of this
Warrant) or other issuance of capital stock of the Company in a private or
public offering for consideration.


 


(f)  In the
event that during the Term hereof the Company shall issue additional shares of
its Common Stock for a consideration per share (“Issue Price”) less than the
then applicable Warrant Price as adjusted hereunder, then and in each such case
the then existing Warrant Price shall be reduced, as of the opening of business
on the date of such issue or sale, to a price determined by multiplying the
Warrant Price by a fraction (i) the numerator of which shall be (A) the
number of shares of Common Stock deemed outstanding (as defined below)
immediately prior to such issue or sale, plus (B) the number of shares of
Common Stock which the aggregate consideration received (as defined below) by
the Company for the total number of additional shares of Common Stock so issued
would purchase at such Warrant Price and (ii) the denominator of which
shall be the number of shares of Common Stock deemed outstanding (as defined
below) immediately prior to such issue or sale plus the total number of
additional shares of Common Stock so issued. 
For the purposes of the preceding sentence, the number of shares of
Common Stock deemed to be outstanding as of a given date shall be the sum of
(A) the number of shares of Common Stock actually outstanding and (B) the
number of shares of Common Stock which could be obtained through the exercise
or conversion of all other rights, options and convertible securities on the
day immediately preceding the given date. 
For these purposes no adjustment shall be made for (i) any
transaction otherwise governed by this Section 4 or by Section 5
hereunder; (ii) any dividend or distribution or other transaction by the
Company in any class of its preferred stock; (iii) any issuance of capital
stock of the Company at any time upon the exercise of any stock options, rights
or warrants by any employee or independent contractor or other service
provider, licensor, vendor or lender of the Company; or (iv) the Merger as
defined in the Purchase Agreement.  For
the purpose of making any adjustment required under this Section 4(f), the
consideration received by the Company for any issue or sale of Common Stock
shall (A) to the extent it consists of cash, be computed at the net amount of
cash received by the Company after deduction of any underwriting or similar


 


5

















 


commissions, compensation or concessions paid or
allowed by the Company in connection with such issue or sale but without
deduction of any expenses payable by the Company, and (B) to the extent it
consists of property other than cash, be computed at the fair value of that
property as determined in good faith by the Board of Directors.


 


Section 5. Consolidation,
Merger or Sale of Assets.


 


(a)  In case of
any consolidation of the Company with, or merger of the Company with or into
any other entity (other than a merger which does not result in any
reclassification, conversion, exchange or cancellation of outstanding shares of
Stock), or any sale or transfer of all or substantially all of the assets of
the Company or of the entity formed by such consolidation or resulting from
such merger or which acquires such assets, as the case may be, after the date
hereof, the Holder shall have the right thereafter to exercise this Warrant for
the kind and amount of securities, cash and other property receivable upon such
consolidation, merger, sale or transfer by a holder of the number of shares of
Stock for which this Warrant may have been exercised immediately prior to such
consolidation, merger, sale or transfer, assuming (i) such holder of Stock
is not a person with which the Company consolidated or into which the Company
merged or which merged into the Company or to which such sale or transfer was
made, as the case may be (“Constituent Person”), or an Affiliate of a
Constituent Person and (ii) in the case of a consolidation, merger, sale
or transfer which includes an election as to the consideration to be received
by the holders, such holder of Stock failed to exercise its rights of election
as to the kind or amount of securities, cash and other property receivable upon
such consolidation, merger, sale or transfer (provided however that if the kind
or amount of securities, cash and other property receivable upon such
consolidation, merger, sale or transfer is not the same for each share of Stock
held immediately prior to such consolidation, merger, sale or transfer by other
than a Constituent Person or an Affiliate thereof and in respect of which such
rights of election shall not have been exercised (“Non-Electing Share”), then
for the purposes of this Section the kind and amount of securities, cash,
and other property receivable upon such consolidation, merger, sale or transfer
by each Non-Electing Share shall be deemed to be the kind and amount so
receivable per share by a plurality of the Non-Electing Shares).  For purposes of this Section 5, “Affiliate”
shall have the meaning given to such term in Rule 12b-2 promulgated under
the Securities and Exchange Act of 1934, as amended (the “1934 Act”).


 


(b)  Adjustments
for events subsequent to the effective date of such a consolidation, merger and
sale of assets shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Warrant. 
In any such event, the Company shall exercise its best efforts to have
effective provisions made in the certificate or articles of incorporation of
the resulting or surviving corporation, in any contract of sale, conveyance,
lease or transfer, or otherwise so that the provisions set forth herein for the
protection of the rights of the Holder shall thereafter continue to be
applicable; and any such resulting or surviving corporation shall expressly
assume the obligation to deliver, upon exercise, such shares of stock, other
securities, cash and property.  The
provisions of this Section 5 shall similarly apply to successive
consolidations, mergers, sales, leases or transfers.


 


6

















 


Section 6. Registration
Rights.


 


(a)  Piggyback
Registration.  If the Company
proposes to register any of its securities at any time after the date hereof,
the Company shall notify the Holder in writing at least thirty (30) days prior
to filing any such registration statement under the Securities Act or 1933, as
amended (the “Securities Act”), for purposes of effecting a public offering of
securities of the Company (excluding registration statements relating to any
employee benefit plan or a corporate reorganization, including securities
issued by the Company in an acquisition transaction).  The Holder shall have the right to include in such registration
statement all or any part of the Holder’s Warrant Shares or other securities
into which the Warrant Shares have been or may be converted (“Registrable
Securities”).  If the Holder elects to
include in any such registration statement all or any part of the Holder’s
Registrable Securities, then the Holder shall, within twenty (20) days after
receipt of the above-described notice from the Company, so notify the Company
in writing, and in such notice shall inform the Company of the number of
Registrable Securities the Holder wishes to include in such registration
statement.  If the Holder decides not to
include all of its Registrable Securities in any registration statement
thereafter filed by the Company, the Holder shall nevertheless continue to have
the right to include any Registrable Securities in any subsequent registration
statement or registration statements as may be filed by the Company on or
before the date set forth above with respect to offerings of its securities,
all upon the terms and conditions set forth herein.


 


(b)  Underwriting.  If a registration statement under which the
Company gives notice under this Section is for an underwritten offering,
then the Company shall so advise the Holder. 
In such event, the right of the Holder to include its Registrable
Securities in a registration pursuant to this Section shall be conditioned
upon the Holder’s participation in such underwriting and the inclusion of the
Holder’s Registrable Securities in the underwriting to the extent provided
herein.  The Holder shall enter into an
underwriting agreement in customary form with the managing underwriter or
underwriter(s) selected for such underwriting. 
Notwithstanding any other provision of this Agreement, if the managing
underwriter determine(s) in good faith that marketing factors require a limitation
of the number of shares to be underwritten, then the managing underwriter(s)
may exclude shares (including Registrable Securities) from the registration and
the underwriting, and the number of shares that may be included in the
registration and the underwriting shall be allocated, first, to the Company,
and second, to the Holder.  The Holder
may elect to withdraw from any offering by written notice to the Company and
the underwriter, delivered at least twenty (20) days prior to the effective
date of the registration statement.  Any
Registrable Securities excluded or withdrawn from such underwriting shall be
excluded and withdrawn from the registration.


 


(c)  Expenses.  All expenses incurred in connection with a
registration pursuant to this Section (excluding underwriters’ and
brokers’ discounts and commissions; and the fees and disbursements of special
counsel for the Holder), including, without limitation all federal registration
and qualification fees, “blue sky” registration and qualification fees for up
to five (5) states, printers’ and accounting fees, fees and disbursements of
counsel for the Company shall be borne by the Company.


 


(d)  Indemnification.  In the event any Registrable Securities are
included in a registration statement pursuant hereto:


 


7

















 


(1)  By the
Company.  To the extent permitted by
law, the Company will indemnify and hold harmless the Holder, the partners,
officers and directors of the Holder, any underwriter (as defined in the
Securities Act) for Holder and each person, if any, who controls the Holder or
underwriter within the meaning of the Securities Act or the 1934 Act, against
any losses, claims, damages, or liabilities (joint or several) to which they
may become subject under the Securities Act, the l934 Act or other federal or
state law, insofar as such losses, claims, damages, or liabilities (or actions
in respect thereof) arise out of or are based upon any of the following
statements, omissions or violations (collectively, “Violations” and,
individually, a “Violation”): (i) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto; (ii) the omission or alleged
omission to state therein a material fact required to be stated therein, or
necessary to make the statements therein not misleading, or (iii) any
violation or alleged violation by the Company of the Securities Act, the 1934
Act, any federal or state securities law or any rule or regulation promulgated
under the Securities Act, the 1934 Act or any federal or state securities law
in connection with the offering covered by such registration statement; and the
Company will reimburse the Holder, each partner, officer or director,
underwriter or controlling person for any legal or other expenses reasonably
incurred by them, as incurred, in connection with investigating or defending
any such loss, claim, damage, liability or action; provided however, that the
indemnity agreement contained in this subsection shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Company (which
consent shall not be unreasonably withheld), nor shall the Company be liable in
any such case for any such loss, claim, damage, liability or action to the
extent that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished expressly
for use in connection with such registration by such Holder, partner, officer,
director, underwriter or controlling person of the Holder.


 


(2)  By the
Holder.  To the extent permitted by
law, the Holder will indemnify and hold harmless the Company, each of its
directors, each of its officers who have signed the registration statement,
each person, if any, who controls the Company within the meaning of the
Securities Act, any underwriter, against any losses, claims, damages or liabilities
(joint or several) to which the Company or any such director, officer,
controlling person, or underwriter may become subject under the Securities Act,
the 1934 Act or other federal or state law, insofar as such losses, claims,
damages or liabilities (or actions in respect thereto) arise out of or are
based upon any Violation, in each case to the extent (and only to the extent)
that such Violation occurs in reliance upon and in conformity with written
information furnished by the Holder expressly for use in connection with such
registration; and the Holder will reimburse any legal or other expenses
reasonably incurred by the Company or any such director, officer, controlling
person, or underwriter in connection with investigating or defending any such loss,
claim, damage, liability or action; provided however, that the indemnity
agreement contained in this subsection shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Holder, which consent shall
not be unreasonably withheld; and provided further, that the total amounts
payable in indemnity by the Holder under this Section in respect of any
Violation shall not exceed the net proceeds received by the Holder in the
registered offering out of which such Violation arises.


 


8

















 


(3)  Notice.  Promptly after receipt by an indemnified
party under this Section of notice of the commencement of any action
(including any governmental action), such indemnified party will, if a claim in
respect thereof is to be made against any indemnifying party under this
Section, deliver to the indemnifying party a written notice of the commencement
thereof and the indemnifying party shall have the right to participate in, and,
to the extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume the defense thereof with
counsel mutually satisfactory to the parties; provided however, that an
indemnified party shall have the right to retain its own counsel, with the fees
and expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential conflict of interests between such
indemnified party and any other party represented by such counsel in such
proceeding.  The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action, if prejudicial to its ability to defend such
action, shall relieve such indemnifying party of any liability to the
indemnified party under this Section, but the omission so to deliver written
notice to the indemnifying party will not relieve it of any liability that it
may have to any indemnified party otherwise than under this Section.


 


(4)  Defect
Eliminated in Final Prospectus.  The
foregoing indemnity agreements of the Company and the Holder are subject to the
condition that, insofar as they relate to any Violation made in a preliminary
prospectus but eliminated or remedied in the amended prospectus on file with
the SEC at the time the registration statement in question becomes effective or
the amended prospectus filed with the SEC pursuant to SEC
Rule 424(b) (the “Final Prospectus”), such indemnity agreement shall
not inure to the benefit of any person if a copy of the Final Prospectus was
furnished to the indemnified party and was not furnished to the person
asserting the loss, liability, claim or damage at or prior to the time such
action is required by the Securities Act.


 


(e)  “Market
Stand-Off” Agreements.


 


(i)  Notwithstanding
any contrary provision in the Purchase Agreement or this Warrant, the Holder
agrees that such Holder shall not (A) lend, offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, or otherwise transfer
or dispose of, directly or indirectly, this Warrant or any shares of Stock
issuable under this Warrant or any securities convertible into or exercisable
or exchangeable for this Warrant or such Stock, or (B) enter into any swap or
other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of this Warrant or such Stock or any
securities convertible into or exercisable or exchangeable for this Warrant or
such Stock, whether any such transaction is to be settled by delivery of Stock
or such other securities, in cash or otherwise, without the prior written
consent of the Company during the period beginning on the Effective Date of
this Warrant and ending on March 31, 2001.


 


(ii)  The
Holder hereby further agrees that it shall not, to the extent Registrable Securities
are not included in any registration statements and if requested by the Company
or an underwriter of securities of the Company, sell or otherwise transfer or
dispose of any Warrant Shares or securities into which they have been or may be
converted (other than to donees or partners of the Holder who agree to be
similarly bound and further subject to the prior written consent of the
Company, which shall not be unreasonably withheld) for up to one hundred eighty


 


9

















 


(180) days following the effective date of a
registration statement of the Company filed under the Securities Act for a firm
commitment underwritten offering of newly-issued common stock of the Company;
provided, however, that all executive officers, directors and 1% shareholders
of the Company then holding Common Stock of the Company enter into similar
agreements.  In order to enforce the
foregoing covenant, the Company shall have the right to place restrictive
legends on the certificates representing the shares subject to this
Section and to impose stop transfer instructions with respect to the
Warrant Securities (and the Warrant Shares of every other person subject to the
foregoing restriction) until the end of such period.


 


Section 7. Limitations on
Rights and Obligations of the Warrant Holder.


 


This Warrant shall not
entitle the Holder to any voting rights or dividends or any other rights of a
stockholder in the Company.


 


Section 8. Capital
Transactions.


 


Neither the grant of this
Warrant nor the issuance of Warrant Shares nor any other provision of this
Warrant shall in any manner limit or affect the right of the Company to adjust,
reclassify, recapitalize, restructure, reorganize or otherwise change its
capital or business structure or issue options or warrants or other rights to
its securities or to merge, consolidate, dissolve, liquidate or sell or
transfer or otherwise dispose of all or any part of its stock, business or
assets at any time.


 


Section 9. Notices.


 


Any notice or other communication
or payment required or permitted hereunder shall made pursuant to the notice
provisions set forth in the Purchase Agreement.


 


Section 10. Amendments and
Waivers.


 


This Warrant and any
provision hereof may be modified, waived, discharged or terminated only by an
instrument in writing signed by the party against which enforcement of such
modification, waiver, discharge or termination is sought.


 


Section 11. Applicable Law.


 


This Warrant is being
delivered in and shall be construed in accordance with the laws of the State of
California, without regard to conflicts of laws principles.


 


Section 12. Severability.


 


If any provision of this
Warrant shall be judicially determined to be invalid, illegal or unenforceable
by a court of competent jurisdiction, the validity, legality and enforceability
of the remaining provisions shall not in any manner be affected or impaired and
shall remain in full force and effect.


 


10

















 


Section 13. Interpretation.


 


Sections and
section headings contained in this Warrant are for reference purposes
only, and shall not affect in any manner the meaning of interpretation of this
Warrant.  Whenever the context requires,
references to the singular shall include the plural and the plural the singular
and any gender shall include any other gender. 
The parties acknowledge that each party has reviewed this Warrant, and
no provision of this Warrant shall be interpreted for or against any party
because such party or its representative drafted such provision.


 


Section 14. Successors and
Assigns.


 


Except as otherwise
expressly provided herein and subject to any restrictions on transfer under
applicable securities laws, the provisions hereof shall inure to the benefit of
and be binding upon each of the parties; the successors and assigns of the
Company; and the heirs, devisees, executors, administrators, representatives,
successors and assigns of Holder.


 


11

















 


IN WITNESS WHEREOF, the
Company has caused this Warrant to be duly executed on the day and year first
above written.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  RAINING DATA
  CORPORATION,

  a Delaware corporation F/K/A

  OMNIS TECHNOLOGY CORPORATION,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian C. Bezdek

  
	
   

  	
  Name:

  	
  Brian C. Bezdek

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
  Address:

  	
  17500 Cartwright Road

  Irvine, CA  92614

  
				



 

















 


EXHIBIT
A


 


To:          Raining Data Corporation


 


ELECTION
TO EXERCISE


 


The undersigned hereby
exercises its right to subscribe for and purchase from Raining Data Corporation
                                               
fully paid, validly issued and nonassessable shares of Common Stock covered by
the within Warrant and tenders payment herewith in the amount of
$                 
in accordance with and subject to the terms thereof, and requests that
certificates for such shares be issued in the name of, and delivered to:


 


 


 


The undersigned hereby
reaffirms the representations, warranties and covenants set forth in
Section 3 of the Note and Warrant Purchase Agreement by and between
Raining Data Corporation, a Delaware corporation and Astoria Capital Partners,
L.P., a California limited partnership, as of the date hereof.


 


	
  Date:

  	
   

  	
   

  	
  [Holder]

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


EXHIBIT
B


 


ASSIGNMENT
FORM


 


To:          Raining Data Corporation


 


The undersigned hereby
assigns and transfers this Warrant to


 


(Insert assignee’s social
security or tax identification number)


 


 


 


 


(Print or type assignee’s
name, address and postal code)


 


and irrevocably appoints


 


to transfer this Warrant
on the books of the Company.


 


	
  Date:

  	
   

  	
   

  	
  [Holder]

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  



 


(Sign exactly as your
name appears on the face of this Warrant)


 


Signature guarantee: