EXHIBIT 4.11 

FORM OF 2009 WARRANT 

     THE
SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES
HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS
AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K), OR (III) THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT
SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. 

     SUBJECT TO THE PROVISIONS OF SECTION
10 HEREOF, THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON APRIL 24,
2014 (the “EXPIRATION DATE”). 

No. _______________


UNIFY CORPORATION 

WARRANT TO PURCHASE SHARES OF

COMMON STOCK, PAR VALUE $0.001 PER SHARE


     For VALUE RECEIVED, SPECIAL
SITUATIONS PRIVATE EQUITY FUND, L.P. (“Warrantholder”), is entitled to purchase,
subject to the provisions of this Warrant, from Unify Corporation, a Delaware
corporation (“Company”), at any time not later than 5:00 P.M., Eastern time, on
the Expiration Date (as defined above), at an initial exercise price per share
equal to $2.75 (the exercise price in effect being herein called the “Warrant
Price”), 44,265 shares (“Warrant Shares”) of the Company’s Common Stock, par
value $0.001 per share (“Common Stock”). The number of Warrant Shares
purchasable upon exercise of this Warrant and the Warrant Price shall be subject
to adjustment from time to time as described herein. 

     Section 1. Registration. The Company
shall maintain books for the transfer and registration of the Warrant. Upon the
initial issuance of this Warrant, the Company shall issue and register the
Warrant in the name of the Warrantholder. 

     Section 2. Transfers. As provided
herein, this Warrant may be transferred only pursuant to a registration
statement filed under the Securities Act of 1933, as amended (the “Securities
Act”), or an exemption from such registration. Subject to such restrictions, the
Company shall transfer this Warrant from time to time upon the books to be
maintained by the Company for that purpose, upon surrender thereof for transfer
properly endorsed or accompanied by appropriate instructions for transfer and
such other documents as may be reasonably required by the Company, including, if
required by the Company, an opinion of its counsel to the effect that such
transfer is exempt from the registration requirements of the Securities Act, to establish that such transfer is being made
in accordance with the terms hereof, and a new Warrant shall be issued to the
transferee and the surrendered Warrant shall be canceled by the Company.





     Section 3.
Exercise of Warrant. Subject to the provisions hereof, the Warrantholder may exercise this
Warrant in whole or in part at any time prior to its expiration upon surrender
of the Warrant, together with delivery of the duly executed Warrant exercise
form attached hereto as Appendix A (the “Exercise Agreement”) and payment by
cash, certified check or wire transfer of funds for the aggregate Warrant Price
for that number of Warrant Shares then being purchased, to the Company during
normal business hours on any business day at the Company’s principal executive
offices (or such other office or agency of the Company as it may designate by
notice to the Warrantholder). The Warrant Shares so purchased shall be deemed to
be issued to the Warrantholder or the Warrantholder’s designee, as the record
owner of such shares, as of the close of business on the date on which this
Warrant shall have been surrendered (or evidence of loss, theft or destruction
thereof and security or indemnity satisfactory to the Company), the Warrant
Price shall have been paid and the completed Exercise Agreement shall have been
delivered. Certificates for the Warrant Shares so purchased, representing the
aggregate number of shares specified in the Exercise Agreement, shall be
delivered to the Warrantholder within a reasonable time, not exceeding three (3)
business days, after this Warrant shall have been so exercised. The certificates
so delivered shall be in such denominations as may be requested by the
Warrantholder and shall be registered in the name of the Warrantholder or such
other name as shall be designated by the Warrantholder. If this Warrant shall
have been exercised only in part, then, unless this Warrant has expired, the
Company shall, at its expense, at the time of delivery of such certificates,
deliver to the Warrantholder a new Warrant representing the number of shares
with respect to which this Warrant shall not then have been exercised. As used
herein, “business day” means a day, other than a Saturday or Sunday, on which
banks in New York City are open for the general transaction of business. Each
exercise hereof shall constitute the re-affirmation by the Warrantholder that
the representations and warranties contained in Section 5 of the Purchase
Agreement (as defined below) are true and correct in all material respects with
respect to the Warrantholder as of the time of such exercise. 

    
Section 4. Compliance with the
Securities Act of 1933. Except as provided in
the Purchase Agreement (as defined below), the Company may cause the legend set
forth on the first page of this Warrant to be set forth on each Warrant or
similar legend on any security issued or issuable upon exercise of this Warrant,
unless counsel for the Company is of the opinion as to any such security that
such legend is unnecessary. 

    
Section 5. Payment of
Taxes. The Company will pay any documentary
stamp taxes attributable to the initial issuance of Warrant Shares issuable upon
the exercise of the Warrant; provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificates for Warrant Shares in a
name other than that of the Warrantholder in respect of which such shares are
issued, and in such case, the Company shall not be required to issue or deliver
any certificate for Warrant Shares or any Warrant until the person requesting
the same has paid to the Company the amount of such tax or has established to
the Company’s reasonable satisfaction that such tax has been paid. The Warrantholder shall be responsible for income taxes
due under federal, state or other law, if any such tax is due. 

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     Section 6.
Mutilated or Missing Warrants. In case this Warrant shall be mutilated, lost, stolen, or
destroyed, the Company shall issue in exchange and substitution of and upon
cancellation of the mutilated Warrant, or in lieu of and substitution for the
Warrant lost, stolen or destroyed, a new Warrant of like tenor and for the
purchase of a like number of Warrant Shares, but only upon receipt of evidence
reasonably satisfactory to the Company of such loss, theft or destruction of the
Warrant, and with respect to a lost, stolen or destroyed Warrant, reasonable
indemnity or bond with respect thereto, if requested by the Company. 

    
Section 7. Reservation of Common
Stock. The Company hereby represents and
warrants that there have been reserved, and the Company shall at all applicable
times keep reserved until issued (if necessary) as contemplated by this Section
7, out of the authorized and unissued shares of Common Stock, sufficient shares
to provide for the exercise of the rights of purchase represented by this
Warrant. The Company agrees that all Warrant Shares issued upon due exercise of
the Warrant shall be, at the time of delivery of the certificates for such
Warrant Shares, duly authorized, validly issued, fully paid and non-assessable
shares of Common Stock of the Company. 

    
Section 8. Adjustments. Subject and pursuant to the provisions of this Section 8,
the Warrant Price and number of Warrant Shares subject to this Warrant shall be
subject to adjustment from time to time as set forth hereinafter. 

          (a) If the
Company shall, at any time or from time to time while this Warrant is
outstanding, pay a dividend or make a distribution on its Common Stock in shares
of Common Stock, subdivide its outstanding shares of Common Stock into a greater
number of shares or combine its outstanding shares of Common Stock into a
smaller number of shares or issue by reclassification of its outstanding shares
of Common Stock any shares of its capital stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation), then the number of Warrant Shares
purchasable upon exercise of the Warrant and the Warrant Price in effect
immediately prior to the date upon which such change shall become effective,
shall be adjusted by the Company so that the Warrantholder thereafter exercising
the Warrant shall be entitled to receive the number of shares of Common Stock or
other capital stock which the Warrantholder would have received if the Warrant
had been exercised immediately prior to such event upon payment of a Warrant
Price that has been adjusted to reflect a fair allocation of the economics of
such event to the Warrantholder. Such adjustments shall be made successively
whenever any event listed above shall occur. 

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          (b) If any
capital reorganization, reclassification of the capital stock of the Company,
consolidation or merger of the Company with another corporation in which the
Company is not the survivor, or sale, transfer or other disposition of all or
substantially all of the Company’s assets to another corporation shall be
effected, then, as a condition of such reorganization, reclassification,
consolidation, merger, sale, transfer or other disposition, lawful and adequate
provision shall be made whereby each Warrantholder shall thereafter have the
right to purchase and receive upon the basis and
upon the terms and conditions herein specified and in lieu of the Warrant Shares
immediately theretofore issuable upon exercise of the Warrant, such shares of
stock, securities or assets as would have been issuable or payable with respect
to or in exchange for a number of Warrant Shares equal to the number of Warrant
Shares immediately theretofore issuable upon exercise of the Warrant, had such
reorganization, reclassification, consolidation, merger, sale, transfer or other
disposition not taken place, and in any such case appropriate provision shall be
made with respect to the rights and interests of each Warrantholder to the end
that the provisions hereof (including, without limitation, provision for
adjustment of the Warrant Price) shall thereafter be applicable, as nearly
equivalent as may be practicable in relation to any shares of stock, securities
or assets thereafter deliverable upon the exercise hereof. The Company shall not
effect any such consolidation, merger, sale, transfer or other disposition
unless prior to or simultaneously with the consummation thereof the successor
corporation (if other than the Company) resulting from such consolidation or
merger, or the corporation purchasing or otherwise acquiring such assets or
other appropriate corporation or entity shall assume the obligation to deliver
to the Warrantholder, at the last address of the Warrantholder appearing on the
books of the Company, such shares of stock, securities or assets as, in
accordance with the foregoing provisions, the Warrantholder may be entitled to
purchase, and the other obligations under this Warrant. The provisions of this
paragraph (b) shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers, sales, transfers or other
dispositions. 

          (c) In case the Company shall fix a payment date for the
making of a distribution to all holders of Common Stock (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing corporation) of evidences of indebtedness or assets
(other than cash dividends or cash distributions payable out of consolidated
earnings or earned surplus or dividends or distributions referred to in Section
8(a)), or subscription rights or warrants, the Warrant Price to be in effect
after such payment date shall be determined by multiplying the Warrant Price in
effect immediately prior to such payment date by a fraction, the numerator of
which shall be the total number of shares of Common Stock outstanding multiplied
by the Market Price (as defined below) per share of Common Stock immediately
prior to such payment date, less the fair market value (as determined by the
Company’s Board of Directors in good faith) of said assets or evidences of
indebtedness so distributed, or of such subscription rights or warrants, and the
denominator of which shall be the total number of shares of Common Stock
outstanding multiplied by such Market Price per share of Common Stock
immediately prior to such payment date. “Market Price” as of a particular date
(the “Valuation Date”) shall mean the following: (a) if the Common Stock is then
listed on a national stock exchange, the closing sale price of one share of
Common Stock on such exchange on the last trading day prior to the Valuation
Date; (b) if the Common Stock is then quoted on The Nasdaq Stock Market, Inc.
(“Nasdaq”) or the Over-the-Counter Bulletin Board (“OTC/BB”), the closing sale
price of one share of Common Stock on Nasdaq on the last trading day prior to
the Valuation Date or, if no such closing sale price is available, the average
of the high bid and the low asked price quoted on Nasdaq or OTC/BB on the last
trading day prior to the Valuation Date; or (c) if the Common Stock is not then
listed on a national stock exchange or quoted on Nasdaq, the fair market value
of one share of Common Stock as of the Valuation Date, shall be determined in
good faith by the Board of Directors of the Company and the Warrantholder. If
the Common Stock is not then listed on a national securities exchange or quoted
on Nasdaq, the Board of Directors of the Company shall respond promptly, in
writing, to an inquiry by the Warrantholder prior to the exercise hereunder as
to the fair market value of a share of Common Stock as determined by the Board
of Directors of the Company. In the event that the Board of Directors of the
Company and the Warrantholder are unable to agree upon the fair market value in
respect of subpart (c) hereof, the Company and the Warrantholder shall jointly
select an appraiser, who is experienced in such matters. The decision of such
appraiser shall be final and conclusive, and the cost of such appraiser shall be
borne equally by the Company and the Warrantholder. Such adjustment shall be
made successively whenever such a payment date is fixed. 

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          (d) An adjustment to the Warrant Price shall become effective
immediately after the payment date in the case of each dividend or distribution
and immediately after the effective date of each other event which requires an
adjustment. 

          (e) In the
event that, as a result of an adjustment made pursuant to this Section 8, the
Warrantholder shall become entitled to receive any shares of capital stock of
the Company other than shares of Common Stock, the number of such other shares
so receivable upon exercise of this Warrant shall be subject thereafter to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Warrant Shares contained in
this Warrant. 

          (f) Except
as provided in subsection (g) hereof, if and whenever the Company shall issue or
sell, or is, in accordance with any of subsections (f)(l) through (f)(7) hereof,
deemed to have issued or sold, any shares of Common Stock for no consideration
or for a consideration per share less than the Warrant Price in effect
immediately prior to the time of such issue or sale, then and in each such case
(a “Trigger Issuance”) the then-existing Warrant Price, shall be reduced, as of the close of
business on the effective date of the Trigger Issuance, to a price determined as
follows: 

	          
	Adjusted Warrant
      Price =  	(A x B) + D
    	
			A+C 	



              
where 

              
“A” equals the number of shares of Common Stock
outstanding, including Additional Shares of Common Stock (as defined below)
deemed to be issued hereunder, immediately preceding such Trigger Issuance;


              
“B” equals the Warrant Price in effect immediately
preceding such Trigger Issuance; 

              
“C” equals the number of Additional Shares of Common
Stock issued or deemed issued hereunder as a result of the Trigger Issuance; and


              
“D” equals the aggregate consideration, if any, received or deemed to be
received by the Company upon such Trigger Issuance; 

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provided, however, that in no event
shall the Warrant Price after giving effect to such Trigger Issuance be greater
than the Warrant Price in effect prior to such Trigger Issuance. 

          For purposes of this subsection (f), “Additional Shares of
Common Stock” shall mean all shares of Common Stock issued by the Company or
deemed to be issued pursuant to this subsection (f), other than Excluded
Issuances (as defined in subsection (g) hereof). 

          For
purposes of this subsection (f), the following subsections (f)(l) to (f)(7)
shall also be applicable: 

     (f)(1) Issuance of Rights or
Options. In case at any time the Company shall in any manner grant (directly and
not by assumption in a merger or otherwise) any warrants or other rights to
subscribe for or to purchase, or any options for the purchase of, Common Stock
or any stock or security convertible into or exchangeable for Common Stock (such
warrants, rights or options being called “Options” and such convertible or
exchangeable stock or securities being called “Convertible Securities”) whether
or not such Options or the right to convert or exchange any such Convertible
Securities are immediately exercisable, and the price per share for which Common
Stock is issuable upon the exercise of such Options or upon the conversion or
exchange of such Convertible Securities (determined by dividing (i) the sum
(which sum shall constitute the applicable consideration) of (x) the total
amount, if any, received or receivable by the Company as consideration for the
granting of such Options, plus (y) the aggregate amount of additional
consideration payable to the Company upon the exercise of all such Options, plus
(z), in the case of such Options which relate to Convertible Securities, the
aggregate amount of additional consideration, if any, payable upon the issue or
sale of such Convertible Securities and upon the conversion or exchange thereof,
by (ii) the total maximum number of shares of Common Stock issuable upon the
exercise of such Options or upon the conversion or exchange of all such
Convertible Securities issuable upon the exercise of such Options) shall be less
than the Warrant Price in effect immediately prior to the time of the granting
of such Options, then the total number of shares of Common Stock issuable upon
the exercise of such Options or upon conversion or exchange of the total amount
of such Convertible Securities issuable upon the exercise of such Options shall
be deemed to have been issued for such price per share as of the date of
granting of such Options or the issuance of such Convertible Securities and
thereafter shall be deemed to be outstanding for purposes of adjusting the
Warrant Price. Except as otherwise provided in subsection 8(f)(3), no adjustment
of the Warrant Price shall be made upon the actual issue of such Common Stock or
of such Convertible Securities upon exercise of such Options or upon the actual
issue of such Common Stock upon conversion or exchange of such Convertible
Securities. 

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     (f)(2) Issuance of Convertible Securities. In case the Company
shall in any manner issue (directly and not by assumption in a merger or
otherwise) or sell any Convertible Securities, whether or not the rights to
exchange or convert any such Convertible Securities are immediately exercisable,
and the price per share for which Common Stock is issuable upon such conversion
or exchange (determined by dividing (i) the sum (which sum shall constitute the
applicable consideration) of (x) the total amount received or receivable by the
Company as consideration for the issue or sale of such Convertible Securities,
plus (y) the aggregate amount of additional consideration, if any, payable to
the Company upon the conversion or exchange thereof, by (ii) the total number of
shares of Common Stock issuable upon the conversion or exchange of all such
Convertible Securities) shall be less than the Warrant Price in effect
immediately prior to the time of such issue or sale, then the total maximum
number of shares of Common Stock issuable upon conversion or exchange of all
such Convertible Securities shall be deemed to have been issued for such price
per share as of the date of the issue or sale of such Convertible Securities and
thereafter shall be deemed to be outstanding for purposes of adjusting the
Warrant Price, provided that (a) except as otherwise provided in subsection
8(f)(3), no adjustment of the Warrant Price shall be made upon the actual
issuance of such Common Stock upon conversion or exchange of such Convertible
Securities and (b) no further adjustment of the Warrant Price shall be made by
reason of the issue or sale of Convertible Securities upon exercise of any
Options to purchase any such Convertible Securities for which adjustments of the
Warrant Price have been made pursuant to the other provisions of subsection
8(f). 

     (f)(3) Change in Option Price or Conversion Rate. Upon the
happening of any of the following events, namely, if the purchase price provided
for in any Option referred to in subsection 8(f)(l) hereof, the additional
consideration, if any, payable upon the conversion or exchange of any
Convertible Securities referred to in subsections 8(f)(l) or 8(f)(2), or the
rate at which Convertible Securities referred to in subsections 8(f)(l) or
8(f)(2) are convertible into or exchangeable for Common Stock shall change at
any time (including, but not limited to, changes under or by reason of
provisions designed to protect against dilution), the Warrant Price in effect at
the time of such event shall forthwith be readjusted to the Warrant Price which
would have been in effect at such time had such Options or Convertible
Securities still outstanding provided for such changed purchase price,
additional consideration or conversion rate, as the case may be, at the time
initially granted, issued or sold. On the termination of any Option for which
any adjustment was made pursuant to this subsection 8(f) or any right to convert
or exchange Convertible Securities for which any adjustment was made pursuant to
this subsection 8(f) (including without limitation upon the redemption or
purchase for consideration of such Convertible Securities by the Company), the
Warrant Price then in effect hereunder shall forthwith be changed to the Warrant
Price which would have been in effect at the time of such termination had such
Option or Convertible Securities, to the extent
outstanding immediately prior to such termination, never been issued.


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     (f)(4) Stock Dividends. Subject to the provisions of this
Section 8(f), in case the Company shall declare a dividend or make any other
distribution upon any stock of the Company (other than the Common Stock) payable
in Common Stock, Options or Convertible Securities, then any Common Stock,
Options or Convertible Securities, as the case may be, issuable in payment of
such dividend or distribution shall be deemed to have been issued or sold
without consideration. 

     (f)(5) Consideration for Stock. In case any shares of Common
Stock, Options or Convertible Securities shall be issued or sold for cash, the
consideration received therefor shall be deemed to be the net amount received by
the Company therefor, before deduction therefrom of any expenses incurred or any
underwriting commissions or concessions paid or allowed by the Company in
connection therewith. In case any shares of Common Stock, Options or Convertible
Securities shall be issued or sold for a consideration other than cash, the
amount of the consideration other than cash received by the Company shall be
deemed to be the fair value of such consideration as determined in good faith by
the Board of Directors of the Company, before deduction of any expenses incurred
or any underwriting commissions or concessions paid or allowed by the Company in
connection therewith. In case any Options shall be issued in connection with the
issue and sale of other securities of the Company, together comprising one
integral transaction in which no specific consideration is allocated to such
Options by the parties thereto, such Options shall be deemed to have been issued
for such consideration as determined in good faith by the Board of Directors of
the Company. If Common Stock, Options or Convertible Securities shall be issued
or sold by the Company and, in connection therewith, other Options or
Convertible Securities (the “Additional Rights”) are issued, then the
consideration received or deemed to be received by the Company shall be reduced
by the fair market value of the Additional Rights (as determined using the
Black-Scholes option pricing model or another method mutually agreed to by the
Company and the Warrantholder). The Board of Directors of the Company shall
respond promptly, in writing, to an inquiry by the Warrantholder as to the fair
market value of the Additional Rights. In the event that the Board of Directors
of the Company and the Warrantholder are unable to agree upon the fair market
value of the Additional Rights, the Company and the Warrantholder shall jointly
select an appraiser, who is experienced in such matters. The decision of such
appraiser shall be final and conclusive, and the cost of such appraiser shall be
borne evenly by the Company and the Warrantholder. 

     (f)(6) Record Date. In case the Company
shall take a record of the holders of its Common Stock for the purpose of
entitling them (i) to receive a dividend or other distribution payable in Common
Stock, Options or Convertible Securities or (ii) to subscribe for or purchase
Common Stock, Options or Convertible Securities, then such record date shall be
deemed to be the date of the issue or sale of the shares of
Common Stock deemed to have been issued or sold upon the declaration of such
dividend or the making of such other distribution or the date of the granting of
such right of subscription or purchase, as the case may be. 

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     (f)(7) Treasury Shares. The number of shares of Common Stock
outstanding at any given time shall not include shares owned or held by or for
the account of the Company or any of its wholly-owned subsidiaries, and the
disposition of any such shares (other than the cancellation or retirement
thereof) shall be considered an issue or sale of Common Stock for the purpose of
this subsection (f). 

          (g) Anything herein to the contrary notwithstanding, the
Company shall not be required to make any adjustment of the Warrant Price in the
case of the issuance of (A) capital stock, Options or Convertible Securities
issued to directors, officers, employees or consultants of the Company in
connection with their service as directors of the Company, their employment by
the Company or their retention as consultants by the Company pursuant to an
equity compensation program approved by the Board of Directors of the Company or
the compensation committee of the Board of Directors of the Company, (B) shares
of Common Stock issued upon the conversion or exercise of Options or Convertible
Securities issued prior to the date hereof, (C) securities issued pursuant to
that certain Purchase Agreement dated April 23, 2004 among the Company and the
Investors named therein (the “Purchase Agreement”), and that certain letter
agreement relating to warrant exercises dated as of April 24, 2009 among the
Company and the Investors named therein (the “Warrant Exercise Agreement”), and
securities issued upon the exercise or conversion of those securities, (D)
shares of Common Stock, Options or Convertible Securities pursuant to the terms
of the Agreement and Plan of Merger, dated as of April 16, 2009, by and among
the Company, UCAC, Inc. and AXS-One, Inc. as in effect on the date of this
Warrant and securities issued upon the exercise or conversion of those
securities, and (E) shares of Common Stock issued or issuable by reason of a
dividend, stock split or other distribution on shares of Common Stock (but only
to the extent that such a dividend, split or distribution results in an
adjustment in the Warrant Price pursuant to the other provisions of this
Warrant) (collectively, “Excluded Issuances”). 

          (h) Upon
any adjustment to the Warrant Price pursuant to Section 8(f) above, the number
of Warrant Shares purchasable hereunder shall be adjusted by multiplying such
number by a fraction, the numerator of which shall be the Warrant Price in
effect immediately prior to such adjustment and the denominator of which shall
be the Warrant Price in effect immediately thereafter. 

    
Section 9. Fractional
Interest. The Company shall not be required
to issue fractions of Warrant Shares upon the exercise of this Warrant. If any
fractional share of Common Stock would, except for the provisions of the first
sentence of this Section 9, be deliverable upon such exercise, the Company, in
lieu of delivering such fractional share, shall pay to the exercising
Warrantholder an amount in cash equal to the Market Price of such fractional
share of Common Stock on the date of exercise. 

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     Section 10.
Extension of Expiration Date. If the Company fails to cause any Registration Statement
covering Registrable Securities (unless otherwise defined herein, capitalized
terms are as defined in the Registration Rights Agreement relating to the
Warrant Shares (the “Registration Rights Agreement”)) to be declared effective
prior to the applicable dates set forth therein or in the Warrant Exercise
Agreement, as applicable, or if any of the events specified in Section 2(c)(ii)
of the Registration Rights Agreement occurs, and the Blackout Period or Allowed
Delay (whether alone, or in combination with any other Blackout Period or
Allowed Delay) continues for more than 60 days in any 12 month period, or for
more than a total of 90 days, then the Expiration Date of this Warrant shall be
extended one day for each day beyond the 60-day or 90-day limits, as the case
may be, that the Blackout Period continues. 

    
Section 11. Benefits. Nothing in this Warrant shall be construed to give any
person, firm or corporation (other than the Company and the Warrantholder) any
legal or equitable right, remedy or claim, it being agreed that this Warrant
shall be for the sole and exclusive benefit of the Company and the
Warrantholder. 

    
Section 12. Notices to
Warrantholder. Upon the happening of any
event requiring an adjustment of the Warrant Price, the Company shall promptly
give written notice thereof to the Warrantholder at the address appearing in the
records of the Company, stating the adjusted Warrant Price and the adjusted
number of Warrant Shares resulting from such event and setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based. Failure to give such notice to the Warrantholder or any
defect therein shall not affect the legality or validity of the subject
adjustment. 

    
Section 13. Identity of Transfer
Agent. The Transfer Agent for the Common
Stock is American Stock Transfer & Trust Company. Upon the appointment of
any subsequent transfer agent for the Common Stock or other shares of the
Company’s capital stock issuable upon the exercise of the rights of purchase
represented by the Warrant, the Company will mail to the Warrantholder a
statement setting forth the name and address of such transfer agent. 

    
Section 14. Notices. Unless otherwise provided, any notice required or permitted
under this Warrant shall be given in writing and shall be deemed effectively
given as hereinafter described (i) if given by personal delivery, then such
notice shall be deemed given upon such delivery, (ii) if given by telex or
facsimile, then such notice shall be deemed given upon receipt of confirmation
of complete transmittal, (iii) if given by mail, then such notice shall be
deemed given upon the earlier of (A) receipt of such notice by the recipient or
(B) three days after such notice is deposited in first class mail, postage
prepaid, and (iv) if given by an internationally recognized overnight air
courier, then such notice shall be deemed given one business day after delivery
to such carrier. All notices shall be addressed as follows: if to the
Warrantholder, at its address as set forth in the Company’s books and records
and, if to the Company, at the address as follows, or at such other address as
the Warrantholder or the Company may designate by ten days’ advance written
notice to the other: 

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	                    	If to the
      Company:  
		  
		          Unify Corporation  
		          1420 Rocky Ridge Drive, Suite 380  
		          Roseville, CA 95661  
		          Attn: Steve Bonham  
		          Fax: (916) 928-6404  
		  
	 	With a copy
      to:  
		  
		          DLA Piper LLP (US)  
		          400
      Capitol Mall, Suite 2400 
		          Sacramento, CA 95814  
		          Attention:
      Kevin A. Coyle, Esq.  
		          Fax: (916) 930-3201 




     Section 15. Registration Rights. The
initial Warrantholder is entitled to the benefit of certain registration rights
with respect to the shares of Common Stock issuable upon the exercise of this
Warrant as provided in the Registration Rights Agreement and the Warrant
Exercise Agreement, and any subsequent Warrantholder may be entitled to such
rights. 

     Section 16. Successors. All the
covenants and provisions hereof by or for the benefit of the Warrantholder shall
bind and inure to the benefit of its respective successors and assigns
hereunder.

     Section 17. Governing Law; Consent to Jurisdiction; Waiver of Jury
Trial. This Warrant shall be governed by, and
construed in accordance with, the internal laws of the State of New York,
without reference to the choice of law provisions thereof. The Company and, by
accepting this Warrant, the Warrantholder, each irrevocably submits to the
exclusive jurisdiction of the courts of the State of New York located in New
York County and the United States District Court for the Southern District of
New York for the purpose of any suit, action, proceeding or judgment relating to
or arising out of this Warrant and the transactions contemplated hereby. Service
of process in connection with any such suit, action or proceeding may be served
on each party hereto anywhere in the world by the same methods as are specified
for the giving of notices under this Warrant. The Company and, by accepting this
Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any
such court in any such suit, action or proceeding and to the laying of venue in
such court. The Company and, by accepting this Warrant, the Warrantholder, each
irrevocably waives any objection to the laying of venue of any such suit, action
or proceeding brought in such courts and irrevocably waives any claim that any
such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum. EACH OF THE COMPANY AND,
BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A
TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT
COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. 

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     Section 18.
Call Provision. Notwithstanding any other provision contained herein to the contrary,
in the event that the closing bid price of a share of Common Stock as reported
by such exchange, stock market or over-the-counter quotation system on which the
Common Stock may then be listed or by such reporting service on which such
quotations may be published, equals or exceeds $5.50 (appropriately adjusted for
any stock split, reverse stock split, stock dividend or other reclassification
or combination of the Common Stock occurring after the date hereof) for twenty
(20) consecutive trading days commencing after the Registration Statement (as
defined in the Registration Rights Agreement) has been declared effective (the
“Call Conditions”), the Company, upon twenty (20) days’ prior written notice (the
“Notice Period”) given to the Warrantholder within one business day immediately
following the end of such twenty (20) trading day period, may call this Warrant
for 25% of the shares of Common Stock initially purchasable pursuant hereto
(appropriately adjusted for any stock split, reverse stock split, stock dividend
or other reclassification or combination of the Common Stock occurring after the
date hereof), at a redemption price equal to $0.01 per share of Common Stock
then purchasable pursuant to this Warrant; provided that (i) the Company
simultaneously calls all Company Warrants (as defined below) on the same terms
and on a pro rata basis and (ii) all of the shares of Common Stock issuable
hereunder either (A) are registered pursuant to an effective Registration
Statement (as defined in the Registration Rights Agreement) which has not been
suspended and for which no stop order is in effect, and pursuant to which the
Warrantholder is able to sell such shares of Common Stock at all times during
the Notice Period or (B) no longer constitute Registrable Securities (as defined
in the Registration Rights Agreement). On each such occasion, if any, that the
Call Conditions are once again met during the thirty (30) day period immediately
after consummation of a previous call, the Company may once again call this
Warrant for an additional increment of 25% of the shares of Common Stock
initially purchasable pursuant to this Warrant (appropriately adjusted for any
stock split, reverse stock split, stock dividend or other reclassification or
combination of the Common Stock occurring after the date hereof), or such lesser
number as shall then remain purchasable hereunder, and in the same manner and
subject to the same notice requirements as the initial call, until all of the
shares purchasable hereunder have been called; provided that (i) the Company
simultaneously calls all Company Warrants (as defined below) on the same terms
and on a pro rata basis and (ii) all of the shares of Common Stock issuable
hereunder either (A) are registered pursuant to an effective Registration
Statement (as defined in the Registration Rights Agreement) which has not been
suspended and for which no stop order is in effect, and pursuant to which the
Warrantholder is able to sell such shares of Common Stock at all times during
the Notice Period or (B) no longer constitute Registrable Securities (as defined
in the Registration Rights Agreement). Notwithstanding any notice by the
Company, the Warrantholder shall have the right to exercise this Warrant prior
to the end of any Notice Period. 

    
Section 19. No Rights as
Stockholder. The Warrantholder shall not have
or exercise any rights as a stockholder of the Company solely by virtue of its
ownership of this Warrant. 

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Section 20. Amendment;
Waiver. This Warrant is one of a series of
Warrants of like tenor issued by the Company pursuant to the Warrant Exercise
Agreement and initially covering an aggregate of 190,182 shares of Common Stock
(collectively, the “Company
Warrants”). Any term of this Warrant may be amended or waived (including the adjustment
provisions included in Section 8 of this Warrant) upon the written consent of
the Company and the holders of Company Warrants representing at least 50% of the
number of shares of Common Stock then subject to all outstanding Company
Warrants (the “Majority
Holders”); provided, that (x) any such amendment
or waiver must apply to all Company Warrants; and (y) the number of Warrant
Shares subject to this Warrant, the Warrant Price and the Expiration Date may
not be amended, and the right to exercise this Warrant may not be altered or
waived, without the written consent of the Warrantholder. 

    
Section 21. Section
Headings. The section headings in this
Warrant are for the convenience of the Company and the Warrantholder and in no
way alter, modify, amend, limit or restrict the provisions hereof. 

[Signature Page Follows]


-13- 




     IN WITNESS WHEREOF, the
Company has caused this Warrant to be duly executed, as of the 24th day of
April, 2009. 

		UNIFY CORPORATION 
			 
			 
	 	By: 	 
			
		Name: 	 
			
		Title: 	 



-14- 




APPENDIX A 
UNIFY CORPORATION

WARRANT EXERCISE FORM 

To Unify Corporation: 

     The
undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant (“Warrant”) for, and to purchase thereunder by
the payment of the Warrant Price and surrender of the Warrant, ____________
shares of Common Stock (“Warrant Shares”) provided for therein, and requests
that certificates for the Warrant Shares be issued as follows:

	               	Name  
		 
	 	Address  
		 
		Federal Tax ID
      or Social Security No.  



	     	and delivered
      by 	       	(certified mail
      to the above address, or  
	  	  		(electronically
      (provide DWAC Instructions: _________________________), 
	or 	  		(other
      (specify):  _____________________________________________). 
  



and, if the number of Warrant Shares
shall not be all the Warrant Shares purchasable upon exercise of the Warrant,
that a new Warrant for the balance of the Warrant Shares purchasable upon
exercise of this Warrant be registered in the name of the undersigned
Warrantholder or the undersigned’s Assignee as below indicated and delivered to
the address stated below. 

	Dated:
      ________________, _____	    
	  
	  
	Note: 
      	The
      signature must correspond with		  
	 	Signature:  	 	 	 
		the name
      of the Warrantholder as written on the first page of the Warrant in every
      particular, without alteration or enlargement or any change whatever,
      unless the Warrant has been assigned.	 	  
			         
               Name (please
      print)  
			  
		 	 
			Address  
			 
			Federal Identification
      or  
			Social Security
      No.  
			 
			Assignee: