EXHIBIT 99.1 FORM OF SHAREHOLDER AGREEMENT AND IRREVOCABLE PROXY AND STOCKHOLDER AGREEMENT AND IRREVOCABLE PROXY DATED AS OF JANUARY 6, 1997 ENTERED INTO AMONG REGISTRANT, INFOSPINNER AND CERTAIN AFFILIATES OF REGISTRANT AND INFOSPINNERShareholder Agreement • January 27th, 1997 • Gupta Corp • Services-prepackaged software • California
THIS AMENDMENT TO INVESTOR RIGHTS AGREEMENT (this "Amendment") is made and entered into as of the 13th day of June, 1998 by and between NEWPORT ACQUISITION COMPANY NO. 2, LLC, a Delaware limited liability company ("Newport"), and CENTURA SOFTWARE...Investor Rights Agreement • June 30th, 1998 • Centura Software Corp • Services-prepackaged software
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE...Centura Software Corp • August 14th, 1997 • Services-prepackaged software • California
November 5, 1997 CONFIDENTIAL Board of Directors Centura Software Corporation 975 Island Drive Redwood Shores, California 94065 RE: HICKEY & HILL, INC. MANAGEMENT CONTRACT Gentlemen: This letter sets out the terms and conditions upon which HICKEY &...Centura Software Corp • March 30th, 1998 • Services-prepackaged software
AN "XXX" INDICATES THAT CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY IN A REQUEST FOR CONFIDENTIAL TREATMENT WITH THE SECURITIES AND EXCHANGE COMMISSION EXHIBIT 10.21 DISTRIBUTORSHIP AGREEMENT THIS DISTRIBUTORSHIP AGREEMENT (this...Distributorship Agreement • May 15th, 1997 • Centura Software Corp • Services-prepackaged software • Texas
TABLE OF CONTENTSLoan and Security Agreement • March 30th, 1998 • Centura Software Corp • Services-prepackaged software • California
CENTURA SOFTWARE CORPORATION AMENDMENT TO PREFERRED SHARES RIGHTS AGREEMENT On February 17, 1998, the Board of Directors of Centura Software Corporation (the "COMPANY") voted to amend that certain Preferred Shares Rights Agreement dated as of August...Preferred Shares Rights Agreement • March 30th, 1998 • Centura Software Corp • Services-prepackaged software
WITNESSETH:Lease Agreement • September 24th, 1997 • Centura Software Corp • Services-prepackaged software
ContractCentura Software Corp • April 6th, 2001 • Services-prepackaged software • California
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.
LEASE 1111 THIRD AVENUE SEATTLE, WASHINGTON BETWEENOffice Lease Agreement • March 30th, 2000 • Centura Software Corp • Services-prepackaged software
Neiman Warrant Exhibit 10.5 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...Centura Software Corp • January 28th, 2000 • Services-prepackaged software • California
ContractSubscription Agreement • March 13th, 2001 • Centura Software Corp • Services-prepackaged software • New York
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.
INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (this "Agreement") is made and entered into as of this 27th day of February, 1998 by and between NEWPORT ACQUISITION COMPANY NO. 2, LLC., a Delaware limited liability company ("Newport") and...Investor Rights Agreement • March 30th, 1998 • Centura Software Corp • Services-prepackaged software • California
TABLE OF CONTENTS PAGE 8.5 Titles and Subtitles. . . . . . . . . . . . . . . . . . . . . . . . .11 8.6 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11 8.7 Company Advisor / Payment of Fees . . . . . . . . . . . . . . . . . .11...Common Stock and Warrant Purchase Agreement • March 30th, 1998 • Centura Software Corp • Services-prepackaged software • California
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • March 30th, 1998 • Centura Software Corp • Services-prepackaged software • California
CENTURA SOFTWARE CORPORATION NOTE CONVERSION AGREEMENTNote Conversion Agreement • March 30th, 1998 • Centura Software Corp • Services-prepackaged software • California
PACIFIC BUSINESS FUNDING CORPORATION 20195 Stevens Creek Blvd., Suite 220 Cupertino, California 95014 Telephone: (408) 255-9300 Facsimile: (408) 255-9313 FACTORING AGREEMENT This Factoring Agreement (the "Agreement"), dated as of JUNE 26, 1997, is...Factoring Agreement • August 14th, 1997 • Centura Software Corp • Services-prepackaged software • California
CENTURA SOFTWARE CORPORATION SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release ("AGREEMENT") is made by and between Centura Software Corporation, a California corporation (the "COMPANY"), and Samuel M. Inman ("MR....Settlement Agreement and Mutual Release • March 30th, 1998 • Centura Software Corp • Services-prepackaged software • California
SUBSCRIPTION AGREEMENTSubscription Agreement • March 13th, 2001 • Centura Software Corp • Services-prepackaged software • New York
This SUBSCRIPTION AGREEMENT (the "Agreement"), dated as of March 9, 2001, has been executed by the undersigned (the "Subscriber") in connection with the offering and sale (the "Offering") of (i) up to 11,000 shares (of which 2,000 shares shall be the "Initial Shares", up to 3,000 shares, as determined pursuant to Section 1.1A, shall be the "Registration Shares" and 6,000 shares shall be the "Call Shares") of Series B Cumulative Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock"), of Centura Software Corporation, a Delaware corporation (the "Company"), for a purchase price of $1,000 per share, convertible into shares of common stock, par value $0.01 per share, of the Company (the "Common Stock"), and possessing such other rights and preferences as are set forth in the Certificate of Designations, Preferences and Rights of the Preferred Stock, attached hereto as EXHIBIT A and filed with the Secretary of State of the State of Delaware on or prior to the date her
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between CENTURA SOFTWARE CORPORATION, and GUPTA HOLDINGS, LLC January 15, 2001 MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • January 26th, 2001 • Centura Software Corp • Services-prepackaged software • California
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is made and entered into as of January 15, 2001, by and between Centura Software Corporation, a Delaware corporation ("Seller"), and Gupta Holdings, LLC, a Delaware limited liability company ("Purchaser").
Sharma Warrant Exhibit 10.6 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...Sharma Warrant • January 28th, 2000 • Centura Software Corp • Services-prepackaged software • California
COMMON STOCK PURCHASE AGREEMENT BETWEEN CENTURA SOFTWARE CORPORATION AND MAJJES LIMITED September 12, 2000Common Stock Purchase Agreement • September 19th, 2000 • Centura Software Corp • Services-prepackaged software • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 2001 • Centura Software Corp • Services-prepackaged software • New York
This REGISTRATION RIGHTS AGREEMENT (this "Registration Rights Agreement") entered into as of March 9, 2001, by and among the Subscriber set forth on the signature page hereof (the "Subscriber") and Centura Software Corporation, a Delaware corporation (the "Company").
Subscription Agreement Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (the "Agreement"), dated as of December 30, 1999, has been executed by the undersigned (individually, a "Subscriber" and collectively, the "Subscribers") in...Subscription Agreement • January 28th, 2000 • Centura Software Corp • Services-prepackaged software • New York
Registration Rights Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Registration Rights Agreement") entered into as of December 30, 1999, by and between the Subscribers set forth on the signature pages hereof...Registration Rights Agreement • January 28th, 2000 • Centura Software Corp • Services-prepackaged software • New York
