11222000 Ex102



Exhibit 10.2

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

WARRANT TO PURCHASE

SHARES OF COMMON STOCK

OF

CENTURA SOFTWARE CORPORATION

Expires September 12, 2005

No. W-__Redwood Shores, California

September 12, 2000

 

FOR VALUE RECEIVED, subject to the provisions hereinafter set
forth, the undersigned, CENTURA SOFTWARE CORPORATION, a Delaware corporation
(together with its successors and assigns, the "Issuer"), hereby certifies
that

Rochon Capital Group, Ltd.

or its registered assigns is entitled to subscribe for and
purchase, during the period specified in this warrant (the "Warrant" or
"Warrants"), 216,497 shares (subject to adjustment as hereinafter provided) of
the duly authorized, validly issued, fully paid and non-assessable common stock,
par value $0.01 per share, of the Issuer (the "Common Stock"), at an exercise
price per share equal to the Warrant Price then in effect, subject, however, to
the provisions and upon the terms and conditions hereinafter set forth.
Capitalized terms used in this Warrant and not otherwise defined herein shall
have the respective meanings specified in Section 7 hereof.

1.Term. The right to subscribe for and purchase
shares of Warrant Stock represented hereby shall commence on the date of
issuance of this Warrant and shall expire at 6:00 p.m., Pacific Standard time,
on September 12, 2005 (such period being the "Term"). Prior to the end of the
Term, the Issuer will not take any action which would terminate the
Warrants.

2.Method of Exercise Payment; Issuance of New Warrant;
Registration, Transfer and Exchange.

(a)Time of Exercise. The purchase rights
represented by this Warrant may be exercised in whole or in part at any time and
from time to time during the Term. 

(b)Method of Exercise. The Holder hereof may
exercise this Warrant, in whole or in part, by the surrender of this Warrant or
a copy hereof (with the Notice of Exercise attached hereto duly executed) at the
principal office of the Issuer and by the payment to the Issuer of an amount of
consideration therefor equal to the Warrant Price in effect on the date of such
exercise multiplied by the number of shares of Warrant Stock with respect to
which this Warrant is then being exercised, payable at such Holder's election
(i) by check, (ii) if the Per Share Market Value is greater than the Warrant
Price (at the date of calculation as set forth below), in lieu of exercising
this Warrant for cash, by receiving shares equal to the value (as determined
below) of this Warrant (or the portion thereof being canceled) by surrender of
this Warrant or a copy hereof at the principal office of the Company together
with the properly endorsed Notice of Exercise annexed hereto and notice of such
election in which event the Company shall issue to the Holder a number of shares
of Common Stock computed using the following formula:

	
X = 
	
Y(A-B)

A



WhereX =the number of shares of Common Stock to be
issued to the Holder

Y =the number of shares of Common Stock purchasable
under the Warrant or, if only a portion of the Warrant is being exercised, the
portion of the Warrant being canceled (at the date of such calculation)

A =the Per Share Market Value of one share of the
Common Stock (at the date of such calculation)

B =Warrant Price (as adjusted to the date of such
calculation),







or (iii) by a combination of the foregoing methods of payment
selected by the Holder of this Warrant. In any case where the consideration
payable upon such exercise is being paid in whole or in part pursuant to the
provisions of clause (ii) of this subsection (b), such exercise shall be
accompanied by written notice from the Holder of this Warrant specifying the
manner of payment thereof and containing a calculation showing the number of
shares of Warrant Stock with respect to which rights are being surrendered
thereunder and the net number of shares to be issued after giving effect to such
surrender. Notwithstanding any other provision or definition contained in this
Warrant, each exercise of this Warrant shall be deemed to have been effected on
the day immediately prior to the close of business on the day on which the
Holder faxes a Notice of Exercise to the Issuer. For the avoidance of doubt, for
illustration purposes, and by way of example only, if the Holder faxes a Notice
of Exercise to the Issuer on Thursday, February 24th, then the Per
Share Market Value shall be the closing price per share of the Common Stock on
Wednesday, February 23rd. 

(c)Issuance of Stock Certificates. In the event of
any exercise of the rights represented by this Warrant in accordance with and
subject to the terms and conditions hereof, (i) certificates for the shares of
Warrant Stock so purchased shall be dated the date of such exercise and
delivered to the Holder hereof within a reasonable time, not exceeding three
Trading Days after such exercise, and the Holder hereof shall be deemed for all
purposes to be the Holder of the shares of Warrant Stock so purchased as of the
date of such exercise, and (ii) unless this Warrant has expired, a new Warrant
representing the number of shares of Warrant Stock, if any, with respect to
which this Warrant shall not then have been exercised (less any amount thereof
which shall have been cancelled in payment or partial payment of the Warrant
Price as hereinabove provided) shall also be issued to the Holder hereof at the
Issuer's expense within such time.

(d)Registration. The Warrants shall be numbered
and shall be registered in a Warrant register (the "Warrant Register"). The
Issuer shall be entitled to treat the registered holder of any Warrant on the
Warrant Register (the "Holder") as the owner in fact thereof for all purposes
and shall not be bound to recognize any equitable or other claim to or interest
in such Warrant on the part of any other person, and shall not be liable for any
registration of transfer of Warrants which are registered or are to be
registered in the name of a fiduciary or the nominee of a fiduciary unless made
with the actual knowledge that a fiduciary or nominee is committing a breach of
trust in requesting such registration of transfer, or with such knowledge of
such facts that its participation therein amounts to bad faith. The Warrants
shall be registered initially in the name of Holder as set forth in the first
sentence of this Warrant in such denominations as Holder may request in writing
to the Issuer. 

(e)Transfer of Warrant. This Warrant and all
rights hereunder are freely transferable, in whole or in part, without
restriction, upon surrender of this Warrant with a properly executed assignment
at the principal offices of the Issuer. Upon any registration of transfer, the
Issuer shall deliver a new Warrant or Warrants to the persons entitled thereto.
The Warrants may be exchanged at the option of the Holder thereof for another
Warrant, or other Warrants, of different denominations, of like tenor and
representing in the aggregate the right to purchase a like number of shares of
Common Stock upon surrender to the Issuer or its duly authorized agent.
Notwithstanding the foregoing, the Issuer shall have no obligation to cause
Warrants to be transferred on its books to any person if such transfer would
violate the Securities Act.

(f)Compliance with Securities Laws.
(i)The Holder of this Warrant, by acceptance hereof,
acknowledges that this Warrant and the shares of Warrant Stock to be issued upon
exercise hereof are being acquired solely for the Holder's own account and not
as a nominee for any other party, and for investment, and that the Holder will
not offer, sell or otherwise dispose of this Warrant or any shares of Warrant
Stock to be issued upon exercise hereof except pursuant to an effective
registration statement, or an exemption from registration, under the Securities
Act and any applicable state securities laws.

(ii)Except as provided in paragraph (iii) below, this
Warrant and all certificates representing shares of Warrant Stock issued upon
exercise hereof shall be stamped or imprinted with a legend in substantially the
following form:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.



(iii)The restrictions imposed by this subsection (f) upon
the transfer of this Warrant and the shares of Warrant Stock to be purchased
upon exercise hereof shall terminate (A) when such securities shall have been
effectively registered under the Securities Act, (B) upon the Issuer's receipt
of an opinion of counsel, in form and substance reasonably satisfactory to the
Issuer, addressed to the Issuer to the effect that such restrictions are no
longer required to ensure compliance with the Securities Act or (C) upon the
Issuer's receipt of other evidence reasonably satisfactory to the Issuer that
such registration is not required. Whenever such restrictions shall cease and
terminate as to any such securities, the Holder thereof shall be entitled to
receive from the Issuer (or its transfer agent and registrar), without expense
(other than applicable transfer taxes, if any), new Warrants (or, in the case of
shares of Warrant Stock, new stock certificates) of like tenor not bearing the
applicable legends required by paragraph (ii) above relating to the Securities
Act and state securities laws.



(g)Continuing Rights of Holder. The Issuer will,
at the time of or at any time after each exercise of this Warrant, upon the
request of the Holder hereof or of any shares of Warrant Stock issued upon such
exercise, acknowledge in writing the extent, if any, of its continuing
obligation to afford to such Holder all rights to which such Holder shall
continue to be entitled after such exercise in accordance with the terms of this
Warrant, provided that if any such Holder shall fail to make any such
request, the failure shall not affect the continuing obligation of the Issuer to
afford such rights to such Holder.

3.Stock Fully Paid; Reservation and Listing of Shares;
Covenants.

(a)Stock Fully Paid. The Issuer represents,
warrants, covenants and agrees that all shares of Warrant Stock which may be
issued upon the exercise of this Warrant or otherwise hereunder will, upon
issuance, be duly authorized, validly issued, fully paid and non-assessable and
free from all taxes, liens and charges created by or through Issuer. The Issuer
further covenants and agrees that during the period within which this Warrant
may be exercised, the Issuer will at all times have authorized and reserved for
the purpose of the issue upon exercise of this Warrant a sufficient number of
shares of Common Stock to provide for the exercise of this Warrant.

(b)Payment of Taxes. The Issuer will pay all
documentary stamp taxes, if any, attributable to the issuance of Warrant Stock;
provided, however, that the Issuer shall not be required to pay any tax or taxes
which may be payable in respect of any transfer involved in the issue or
delivery of any certificates for Warrant Stock in a name other than that of the
Holder of Warrants in respect of which such Warrant Stock is issued.

(c)Reservation. If any shares of Common Stock
required to be reserved for issuance upon exercise of this Warrant or as
otherwise provided hereunder require registration or qualification with any
governmental authority under any federal or state law before such shares may be
so issued, the Issuer will in good faith use its best efforts as expeditiously
as possible at its expense to cause such shares to be duly registered or
qualified. The transfer agent for the Common Stock (the "Transfer Agent"), and
every subsequent transfer agent, if any, for the Warrant Stock will be
irrevocably authorized and directed at all times until the end of the Term to
reserve such number of authorized and unissued shares of Common Stock as shall
be required for such purpose. The Issuer will keep a copy of this Agreement on
file with the Transfer Agent and with every subsequent transfer agent for of the
Issuer's securities issuable upon the exercise of the Warrants. The Issuer will
supply the Transfer Agent or any subsequent transfer agent with duly executed
certificates for such purpose and will itself provide or otherwise make
available any cash which may be distributable as provided in Section 6 of this
Agreement. All Warrants surrendered in the exercise of the rights thereby
evidenced shall be canceled, and such canceled Warrants shall constitute
sufficient evidence of the number of Shares that have been issued upon the
exercise of such Warrants. No shares of Common Stock shall be subject to
reservation in respect of unexercised Warrants subsequent to the end of the
Term. If the Issuer shall list any shares of Common Stock on any securities
exchange or market it will, at its expense, list thereon, maintain and increase
when necessary such listing, of, all shares of Warrant Stock from time to time
issued upon exercise of this Warrant or as otherwise provided hereunder, and, to
the extent permissible under the applicable securities exchange rules, all
unissued shares of Warrant Stock which are at any time issuable hereunder, so
long as any shares of Common Stock shall be so listed. The Issuer will also so
list on each securities exchange or market, and will maintain such listing of,
any other securities which the Holder of this Warrant shall be entitled to
receive upon the exercise of this Warrant if at the time any securities of the
same class shall be listed on such securities exchange or market by the
Issuer.

(d)Covenants. The Issuer shall not by any action
including, without limitation, amending the certificate of incorporation or the
by-laws of the Issuer, or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such actions as may be necessary or
appropriate to protect the rights of the Holder hereof against dilution (to the
extent specifically provided herein) or impairment. Without limiting the
generality of the foregoing, the Issuer will (i) not permit the par value, if
any, of its Common Stock to exceed the then effective Warrant Price, (ii) not
amend or modify any provision of the certificate of incorporation or by-laws of
the Issuer in any manner that would adversely affect in any way the powers,
preferences or relative participating, optional or other special rights of the
Common Stock or which would adversely affect the rights of the Holders of the
Warrants, (iii) take all such action as may be reasonably necessary in order
that the Issuer may validly and legally issue fully paid and nonassessable
shares of Common Stock, free and clear of any liens, claims, encumbrances and
restrictions (other than as provided herein) upon the exercise of this Warrant,
and (iv) use its best efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may be
reasonably necessary to enable the Issuer to perform its obligations under this
Warrant.

(e)Loss, Theft, Destruction of Warrants. Upon
receipt of evidence reasonably satisfactory to the Issuer of the ownership of
and the loss, theft, destruction or mutilation of any Warrant and, in the case
of any such loss, theft or destruction, upon receipt of indemnity or security
satisfactory to the Issuer or, in the case of any such mutilation, upon
surrender and cancellation of such Warrant, the Issuer will make and deliver, in
lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like
tenor and representing the right to purchase the same number of shares of Common
Stock.

(f)Rights and Obligations under the Registration
Rights Agreement. This Warrant and the Common Stock underlying the Warrant
(the "Underlying Common Stock") are entitled to the benefits of all of the
registration rights provisions of the common stock purchase agreement dated on
or about September 12, 2000 by and between the Issuer and the parties listed on
the signatures page(s) thereof (as amended from time to time, the "Purchase
Agreement"). The Issuer shall keep or cause to be kept a copy of the Purchase
Agreement, and any amendments thereto, at its chief executive office and shall
furnish, without charge, copies thereof to the Holder upon request. All of the
registration rights provisions of the Purchase Agreement are hereby incorporated
by reference as though set forth in full herein and the Holder of this Warrant
shall be entitled to all of the benefits of the such registration rights
provisions as though such Holder were a party to the Purchase Agreement. It is
the Issuer's intention to register for resale the Underlying Common Stock on
behalf of the Holder as soon as practicable after the date hereof. If the
Underlying Common Stock is not fully registered and transferable without
restriction within 90 calendar days after the date hereof (the "Required
Effective Date"), the Company will pay liquidated damages to the Holder in cash
in the amount of $20,000.00 for the first month after the Required Effective
Date in which the Registration Statement has not been declared effective, and
$25,000.00 for each month thereafter. The Company agrees that it will maintain
the effectiveness of such Registration Statement and will keep it continuously
evergreen from its effective date until the earlier of (i) the end of the Term
and (ii) the date on which the Holder notifies the Company that all of the
Underlying Common Stock has been sold.

4.Adjustment of Warrant Price and Warrant Share
Number. The number and kind of Securities purchasable upon the exercise of
this Warrant and the Warrant Price shall be subject to adjustment from time to
time upon the happening of certain events as follows:

(a)Recapitalization, Reorganization, Reclassification,
Consolidation, Merger or Sale. 
(i) In case the Issuer after the Original Issue Date
shall do any of the following (each, a "Triggering Event"): (a) consolidate with
or merge into any other Person and the Issuer shall not be the continuing or
surviving corporation of such consolidation or merger, or (b) permit any other
Person to consolidate with or merge into the Issuer and the Issuer shall be the
continuing or surviving Person but, in connection with such consolidation or
merger, any Capital Stock of the Issuer shall be changed into or exchanged for
Securities of any other Person or cash or any other property, or (c) transfer
all or substantially all of its properties or assets to any other Person, or (d)
effect a capital reorganization or reclassification of its Capital Stock, then,
and in the case of each such Triggering Event, proper provision shall be made so
that, upon the basis and the terms and in the manner provided in this Warrant,
the Holder of this Warrant shall be entitled upon the exercise hereof at any
time after the consummation of such Triggering Event, to the extent this Warrant
is not exercised prior to such Triggering Event, or is redeemed in connection
with such Triggering Event, to receive at the Warrant Price in effect at the
time immediately prior to the consummation of such Triggering Event in lieu of
the Common Stock issuable upon such exercise of this Warrant prior to such
Triggering Event, the Securities, cash and property to which such Holder would
have been entitled upon the consummation of such Triggering Event if such Holder
had exercised the rights represented by this Warrant immediately prior thereto,
subject to adjustments and increases (subsequent to such corporate action) as
nearly equivalent as possible to the adjustments provided for in Section 4
hereof.

(ii)Notwithstanding anything contained in this
Warrant to the contrary, the Issuer will not effect any Triggering Event unless,
prior to the consummation thereof, each Person (other than the Issuer) which may
be required to deliver any Securities, cash or property upon the exercise of
this Warrant as provided herein shall assume, by written instrument delivered
to, and reasonably satisfactory to, the Holder of this Warrant, (A) the
obligations of the Issuer under this Warrant (and if the Issuer shall survive
the consummation of such Triggering Event, such assumption shall be in addition
to, and shall not release the Issuer from, any continuing obligations of the
Issuer under this Warrant) and (B) the obligation to deliver to such Holder such
shares of Securities, cash or property as, in accordance with the foregoing
provisions of this subsection (a), such Holder shall be entitled to receive, and
such Person shall have similarly delivered to such Holder an opinion of counsel
for such Person, which counsel shall be reasonably satisfactory to such Holder,
stating that this Warrant shall thereafter continue in full force and effect and
the terms hereof (including, without limitation, all of the provisions of this
subsection (a)) shall be applicable to the Securities, cash or property which
such Person may be required to deliver upon any exercise of this Warrant or the
exercise of any rights pursuant hereto. 



(b)Subdivision or Combination of Shares. If the
Issuer, at any time while this Warrant is outstanding, shall subdivide or
combine any shares of Common Stock, (i) in case of subdivision of shares, the
Warrant Price shall be proportionately reduced (as at the effective date of such
subdivision or, if the Issuer shall take a record of Holders of its Common Stock
for the purpose of so subdividing, as at the applicable record date, whichever
is earlier) to reflect the increase in the total number of shares of Common
Stock outstanding as a result of such subdivision, or (ii) in the case of a
combination of shares, the Warrant Price shall be proportionately increased (as
at the effective date of such combination or, if the Issuer shall take a record
of Holders of its Common Stock for the purpose of so combining, as at the
applicable record date, whichever is earlier) to reflect the reduction in the
total number of shares of Common Stock outstanding as a result of such
combination.

(c)Certain Dividends and Distributions. If the
Issuer, at any time while this Warrant is outstanding, shall:
(i)Stock Dividends. Pay a dividend in, or make any
other distribution to its stockholders (without consideration therefor) of,
shares of Common Stock, the Warrant Price shall be adjusted, as at the date the
Issuer shall take a record of the Holders of the Issuer's Capital Stock for the
purpose of receiving such dividend or other distribution (or if no such record
is taken, as at the date of such payment or other distribution), to that price
determined by multiplying the Warrant Price in effect immediately prior to such
record date (or if no such record is taken, then immediately prior to such
payment or other distribution), by a fraction (1) the numerator of which shall
be the total number of shares of Common Stock outstanding immediately prior to
such dividend or distribution, and (2) the denominator of which shall be the
total number of shares of Common Stock outstanding immediately after such
dividend or distribution (plus in the event that the Issuer paid cash for
fractional shares, the number of additional shares which would have been
outstanding had the Issuer issued fractional shares in connection with said
dividends); or

(ii)Other Dividends. Pay a dividend on, or make
any distribution of its assets upon or with respect to (including, but not
limited to, a distribution of its property as a dividend in liquidation or
partial liquidation or by way of return of capital), the Common Stock (other
than as described in clause (i) of this subsection (c)), or in the event that
the Issuer shall offer options or rights to subscribe for shares of Common
Stock, or issue any Common Stock Equivalents, to all of its holders of Common
Stock, then on the record date for such payment, distribution or offer or, in
the absence of a record date, on the date of such payment, distribution or
offer, the Holder shall receive what the Holder would have received had it
exercised this Warrant in full immediately prior to the record date of such
payment, distribution or offer or, in the absence of a record date, immediately
prior to the date of such payment, distribution or offer.



(d)Adjustment of Warrant Share Number. Upon each
adjustment in the Warrant Price pursuant to any of the foregoing provisions of
this Section 4, the Warrant Share Number shall be adjusted, to the nearest one
hundredth of a whole share, to the product obtained by multiplying the Warrant
Share Number immediately prior to such adjustment in the Warrant Price by a
fraction, the numerator of which shall be the Warrant Price immediately before
giving effect to such adjustment and the denominator of which shall be the
Warrant Price immediately after giving effect to such adjustment. If the Issuer
shall be in default under any provision contained in Section 3 of this Warrant
so that shares issued at the Warrant Price adjusted in accordance with this
Section 4 would not be validly issued, the adjustment of the Warrant Share
Number provided for in the foregoing sentence shall nonetheless be made and the
Holder of this Warrant shall be entitled to purchase such greater number of
shares at the lowest price at which such shares may then be validly issued under
applicable law. Such exercise shall not constitute a waiver of any claim arising
against the Issuer by reason of its default under Section 3 of this Warrant.

(e)Form of Warrant after Adjustments. The form of
this Warrant need not be changed because of any adjustments in the Warrant Price
or the number and kind of Securities purchasable upon the exercise of this
Warrant.

5.Notice of Adjustments. Whenever the Warrant
Price or Warrant Share Number shall be adjusted pursuant to Section 4 hereof
(for purposes of this Section 5, each an "adjustment"), the Issuer shall cause
its Chief Financial Officer to prepare and execute a certificate setting forth,
in reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated (including a
description of the basis on which the Board made any determination hereunder),
and the Warrant Price and Warrant Share Number after giving effect to such
adjustment, and shall cause copies of such certificate to be delivered to the
Holder of this Warrant promptly after each adjustment. 

6.Fractional Shares. No fractional shares of
Warrant Stock will be issued in connection with and exercise hereof, but in lieu
of such fractional shares, the Issuer shall make a cash payment therefor equal
in amount to the product of the applicable fraction multiplied by the Per Share
Market Value then in effect.

7.Definitions. For the purposes of this Warrant,
the following terms have the following meanings:
"Additional Shares of Common Stock" means all shares of
Common Stock issued by the Issuer after the Original Issue Date, and all shares
of Other Common, if any, issued by the Issuer after the Original Issue Date,
except Warrant Stock.

"Board" means the Board of Directors of the Issuer.

"Capital Stock" means and includes (i) any and all shares,
interests, participations or other equivalents of or interests in (however
designated) corporate stock, including, without limitation, shares of preferred
or preference stock, (ii) all partnership interests (whether general or limited)
in any Person which is a partnership, (iii) all membership interests or limited
liability company interests in any limited liability company, and (iv) all
equity or ownership interests in any Person of any other type.

"Common Stock" means the Common Stock, $0.01 par value, of
the Issuer and any other Capital Stock into which such stock may hereafter be
changed.

"Common Stock Equivalent" means any Convertible Security or
warrant, option or other right to subscribe for or purchase any Additional
Shares of Common Stock or any Convertible Security (other than a warrant or
stock option issued pursuant to any stock or option or similar equity-based
compensation plan for employees, officers, directors or consultants). 

"Convertible Securities" means evidences of indebtedness,
shares of Capital Stock or other Securities which are or may be at any time
convertible into or exchangeable for Additional Shares of Common Stock. The term
"Convertible Security" means one of the Convertible Securities.

"Governmental Authority" means any governmental, regulatory
or self-regulatory entity, department, body, official, authority, commission,
board, agency or instrumentality, whether federal, state or local, and whether
domestic or foreign.

"Holders" mean the Persons who shall from time to time own
any Warrant. The term "Holder" means one of the Holders.

"Independent Appraiser" means a nationally recognized or
major regional investment banking firm or firm of independent certified public
accountants of recognized standing (which may be the firm that regularly
examines the financial statements of the Issuer) that is regularly engaged in
the business of appraising the Capital Stock or assets of corporations or other
entities as going concerns, and which is not affiliated with either the Issuer
or the Holder of any Warrant.

"Issuer" means Centura Software Corporation, a Delaware
corporation, and its successors. 

"Majority Holders" means at any time the Holders of Warrants
exercisable for a majority of the shares of Warrant Stock issuable under the
Warrants at the time outstanding.

"NASDAQ" means the National Association of Securities Dealers
Automated Quotation System.

"Original Issue Date" means September 12,2000.

"Other Common" means any other Capital Stock of the Issuer of
any class which shall be authorized at any time after the date of this Warrant
(other than Common Stock) and which shall have the right to participate in the
distribution of earnings and assets of the Issuer without limitation as to
amount.

"Person" means an individual, corporation, limited liability
company, partnership, joint stock company, trust, unincorporated organization,
joint venture, Governmental Authority or other entity of whatever nature.

"Per Share Market Value" means on any particular date (a) the
closing price per share of the Common Stock on such date on the Nasdaq National
Market, The Nasdaq SmallCap Market or other registered national stock exchange
on which the Common Stock is then listed or if there is no such price on such
date, then the closing price on such exchange or quotation system on the date
nearest preceding such date, or (b) if the Common Stock is not listed then on
the Nasdaq National Market, The Nasdaq SmallCap Market or any registered
national stock exchange, the closing price for a share of Common Stock in the
over-the-counter market, as reported by NASDAQ or in the National Quotation
Bureau Incorporated or similar organization or agency succeeding to its
functions of reporting prices) at the close of business on such date, or (c) if
the Common Stock is not then reported by the National Quotation Bureau
Incorporated (or similar organization or agency succeeding to its functions of
reporting prices), then the average of the "Pink Sheet" quotes for the relevant
conversion period, as determined in good faith by the holder, or (d) if the
Common Stock is not then publicly traded the fair market value of a share of
Common Stock as determined by an Independent Appraiser selected in good faith by
the Majority Holders; provided, however, that the Issuer, after
receipt of the determination by such Independent Appraiser, shall have the right
to select an additional Independent Appraiser, in which case, the fair market
value shall be equal to the average of the determinations by each such
Independent Appraiser; and provided, further that all
determinations of the Per Share Market Value shall be appropriately adjusted for
any stock dividends, stock splits or other similar transactions during such
period. The determination of fair market value by an Independent Appraiser shall
be based upon the fair market value of the Issuer determined on a going concern
basis as between a willing buyer and a willing seller and taking into account
all relevant factors determinative of value, and shall be final and binding on
all parties. In determining the fair market value of any shares of Common Stock,
no consideration shall be given to any restrictions on transfer of the Common
Stock imposed by agreement or by federal or state securities laws, or to the
existence or absence of, or any limitations on, voting rights. 

"Securities" means any debt or equity securities of the
Issuer, whether now or hereafter authorized, any instrument convertible into or
exchangeable for Securities or a Security, and any option, warrant or other
right to purchase or acquire any Security. "Security" means one of the
Securities.

"Securities Act" means the Securities Act of 1933, as
amended, or any similar federal statute then in effect.

"Subsidiary" means any corporation at least 50% of whose
outstanding Voting Stock shall at the time be owned directly or indirectly by
the Issuer or by one or more of its Subsidiaries, or by the Issuer and one or
more of its Subsidiaries.

"Trading Day" means (a) a day on which the Common Stock is
traded on the Nasdaq National Market, The Nasdaq SmallCap Market or other
registered national stock exchange on which the Common Stock has been listed, or
(b) if the Common Stock is not listed on the Nasdaq National Market, The Nasdaq
SmallCap Market or any registered national stock exchange, a day or which the
Common Stock is traded in the over-the-counter market, as reported by the OTC
Bulletin Board, or (c) if the Common Stock is not quoted on the OTC Bulletin
Board, a day on which the Common Stock is quoted in the over-the-counter market
as reported by the National Quotation Bureau Incorporated (or any similar
organization or agency succeeding its functions of reporting prices);
provided, however, that in the event that the Common Stock is not
listed or quoted as set forth in (a), (b) and (c) hereof, then Trading Day shall
mean any day except Saturday, Sunday and any day which shall be a legal holiday
or a day on which banking institutions in the State of New York are authorized
or required by law or other government action to close.

"Term" has the meaning specified in Section 1 hereof.

"Voting Stock", as applied to the Capital Stock of any
corporation, means Capital Stock of any class or classes (however designated)
having ordinary voting power for the election of a majority of the members of
the Board of Directors (or other governing body) of such corporation, other than
Capital Stock having such power only by reason of the happening of a
contingency.

"Warrant Price" means $5.0809 as such price may be adjusted
from time to time as shall result from the adjustments specified in Section 4
hereof.

"Warrant Share Number" means at any time the aggregate number
of shares of Warrant Stock which may at such time be purchased upon exercise of
this Warrant, after giving effect to all prior adjustments and increases to such
number made or required to be made under the terms hereof.

"Warrant Stock" means Common Stock issuable upon exercise of
any Warrant or Warrants or otherwise issuable pursuant to any Warrant or
Warrants.



8.Other Notices. In case at any time:
(A)the Issuer shall make any distributions to the holders
of Common Stock; or

(B)the Issuer shall authorize the granting to all holders
of its Common Stock of rights to subscribe for or purchase any shares of Capital
Stock of any class or of any Common Stock Equivalents or Convertible Securities
or other rights; or

(C)there shall be any reclassification of the Capital
Stock of the Issuer; or

(D)there shall be any capital reorganization by the
Issuer; or

(E)there shall be any (i) consolidation or merger
involving the Issuer or (ii) sale, transfer or other disposition of all or
substantially all of the Issuer's property, assets or business (except a merger
or other reorganization in which the Issuer shall be the surviving corporation
and its shares of Capital Stock shall continue to be outstanding and unchanged
and except a consolidation, merger, sale, transfer or other disposition
involving a wholly-owned Subsidiary); or

(F)there shall be a voluntary or involuntary dissolution,
liquidation or winding-up of the Issuer or any partial liquidation of the Issuer
or distribution to holders of Common Stock;






then, in each of such cases, the Issuer shall give written
notice to the Holder of the date on which (i) the books of the Issuer shall
close or a record shall be taken for such dividend, distribution or subscription
rights or (ii) such reorganization, reclassification, consolidation, merger,
disposition, dissolution, liquidation or winding-up, as the case may be, shall
take place. Such notice also shall specify the date as of which the holders of
Common Stock of record shall participate in such dividend, distribution or
subscription rights, or shall be entitled to exchange their certificates for
Common Stock for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be. Such notice shall be
given at least twenty days prior to the action in question and not less than
twenty days prior to the record date or the date on which the Issuer's transfer
books are closed in respect thereto. The Issuer shall give to the Holder notice
of all meetings and actions by written consent of its stockholders, at the same
time in the same manner as notice of any meetings of stockholders is required to
be given to stockholders who do not waive such notice (or, if such requires no
notice, then two Trading Days written notice thereof describing the matters upon
which action is to be taken). The Holder shall have the right to send two
representatives selected by it to each meeting, who shall be permitted to
attend, but not vote at, such meeting and any adjournments thereof. This Warrant
entitles the Holder to receive copies of all financial and other information
distributed or required to be distributed to the holders of the Common
Stock.

9.Amendment and Waiver. Any term, covenant,
agreement or condition in this Warrant may be amended, or compliance therewith
may be waived (either generally or in a particular instance and either
retroactively or prospectively), by a written instrument or written instruments
executed by the Issuer and the Majority Holders; provided,
however, that no such amendment or waiver shall reduce the Warrant Share
number, increase the Warrant Price, shorten the period during which this Warrant
may be exercised or modify any provision of this Section 9 without the consent
of the Holder of this Warrant.

10.Governing Law. THIS WARRANT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT
GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

11.Notices. Any and all notices or other
communications or deliveries required or permitted to be provided hereunder
shall be in writing and shall be deemed given and effective on the earlier of
(i) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile telephone number specified for notice prior to 5:00
p.m., Pacific Standard time, on a Business Day, (ii) the Business Day after the
date of transmission, if such notice or communication is delivered via facsimile
at the facsimile telephone number specified for notice later than 5:00 p.m.,
Pacific Standard time, on any date and earlier than 11:59 p.m., Pacific Standard
time, on such date, (iii) the Business Day following the date of mailing, if
sent by nationally recognized overnight courier service or (iv) actual receipt
by the party to whom such notice is required to be given. The addresses for such
communications shall be with respect to the Holder of this Warrant or of Warrant
Stock issued pursuant hereto, addressed to such Holder at its last known address
or facsimile number appearing on the books of the Issuer maintained for such
purposes, or with respect to the Issuer, addressed to:



Centura Software Corporation

    975 Island Drive

    Redwood Shores, CA 94065

    Attention: Chief Financial Officer

    Facsimile No.: (650) 596-4334



or to such other address or addresses or facsimile number or
numbers as any such party may most recently have designated in writing to the
other parties hereto by such notice. Copies of notices to the Holder shall be
sent to Bryan Cave LLP, 700 Thirteenth Street, N.W., Washington, D.C. 20005,
Attention: LaDawn Naegle, facsimile no.: (202) 508-6200. Copies of notices to
the Issuer shall be sent to Orrick, Herrington & Sutcliffe LLP, Old Federal
Reserve Bank Building, 400 Sansome Street, San Francisco, California 94111,
Attention: Richard Grey, facsimile no.: (415) 773-5759.

12.Warrant Agent. The Issuer may, by written
notice to each Holder of this Warrant, appoint an agent having an office in New
York, New York for the purpose of issuing shares of Warrant Stock on the
exercise of this Warrant pursuant to subsection (b) of Section 2 hereof,
exchanging this Warrant pursuant to subsection (d) of Section 2 hereof or
replacing this Warrant pursuant to subsection (d) of Section 3 hereof, or any of
the foregoing, and thereafter any such issuance, exchange or replacement, as the
case may be, shall be made at such office by such agent.

13.Remedies. The Issuer stipulates that the
remedies at law of the Holder of this Warrant in the event of any default or
threatened default by the Issuer in the performance of or compliance with any of
the terms of this Warrant are not and will not be adequate and that, to the
fullest extent permitted by law, such terms may be specifically enforced by a
decree for the specific performance of any agreement contained herein or by an
injunction against a violation of any of the terms hereof or otherwise.

14.Successors and Assigns. This Warrant and the
rights evidenced hereby shall inure to the benefit of and be binding upon the
successors and assigns of the Issuer, the Holder hereof and (to the extent
provided herein) the Holders of Warrant Stock issued pursuant hereto, and shall
be enforceable by any such Holder or Holder of Warrant Stock.

15.Modification and Severability. If, in any
action before any court or agency legally empowered to enforce any provision
contained herein, any provision hereof is found to be unenforceable, then such
provision shall be deemed modified to the extent necessary to make it
enforceable by such court or agency. If any such provision is not enforceable as
set forth in the preceding sentence, the unenforceability of such provision
shall not affect the other provisions of this Warrant, but this Warrant shall be
construed as if such unenforceable provision had never been contained
herein.

16.Headings. The headings of the Sections of this
Warrant are for convenience of reference only and shall not, for any purpose, be
deemed a part of this Warrant.

  

WITNESS WHEREOF, the Issuer has executed this Warrant as of
the day and year first above written.
CENTURA SOFTWARE CORPORATION











  
By: /s/ Richard Lucien

Name: Richard Lucien

Title:Senior Vice President and Chief Financial Officer 

 

 





























NOTICE OF EXERCISE

(To be signed only upon exercise of Warrant)

 

To CENTURA SOFTWARE CORPORATION:

The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase
thereunder,          
shares of Common Stock of CENTURA SOFTWARE CORPORATION and herewith (a)
makes payment of $          
therefor, or (b) exercises Warrants with a Per Share Market Value of $ . The
undersigned requests that the certificates for such shares be issued in the name
of, and delivered to,           ,
whose address is       
           . 

 

Dated: ____________,
20____________________________________________
(Signature must conform in all respects to name of

holder as specified on the face of the Warrant)

 

__________________________________________

(Address)

 

 





























ASSIGNMENT

(To be signed only upon transfer of Warrant)

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
all of the rights of the undersigned under the within Warrant, with respect to
the number of shares of Common Stock of CENTURA SOFTWARE CORPORATION covered
thereby set forth hereinbelow unto:

 

	
Name of Assignee
	
Address
	
No. of Shares

	
 
	
 
	
 

	
 
	
 
	
 




Dated: __________,
20____________________________________________
(Signature must conform in all respects to name of holder as specified on the
face of the Warrant)

 



__________________________________________

(Address)

 













Signed in the presence of:

 

________________________________