Criterion Capital Management, LLC

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HV5AujTWYWOzsZc9nwXjZt/6tPbC2rgaP21yJzwio5noKMMiOK09Wp3fRSzrok8t nWQwRCz+3S9FC791K2v9OA== 0000935836-05-000176.txt : 20050611 0000935836-05-000176.hdr.sgml : 20050611 20050603155523 ACCESSION NUMBER: 0000935836-05-000176 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20050603 DATE AS OF CHANGE: 20050603 GROUP MEMBERS: CHRISTOPHER H. LORD GROUP MEMBERS: CRITERION CAPITAL MANAGEMENT, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRITERION CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001282550 IRS NUMBER: 270008048 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: ONE MARITIME PLAZA STREET 2: SUITE 1460 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTRA SOFTWARE INC CENTRAL INDEX KEY: 0001096658 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 043268918 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60255 FILM NUMBER: 05877705 BUSINESS ADDRESS: STREET 1: 430 BEDFORD STREET CITY: LEXINGTON STATE: MA ZIP: 02420 BUSINESS PHONE: 7818617000 MAIL ADDRESS: STREET 1: 430 BEDFORD STREET CITY: LEXINGTON STATE: MA ZIP: 02420 SC 13D/A 1 centra13d.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

OMB Number: 3235-0145

Expires: December 31, 2005

Estimated average burden

hours per response 11

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)

Centra Software, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

15234X10-3

(CUSIP Number)

Mr. R. Daniel Beckham

Criterion Capital Management, LLC

435 Pacific Avenue, 5th Floor

San Francisco, CA 94133

415-249-1282

Carolyn S. Reiser, Esq.

Shartsis, Friese & Ginsburg LLP

One Maritime Plaza, 18^th Floor

San Francisco, CA 94111

415-421-6500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 2, 2005

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 140.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Criterion Capital Management, LLC

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b) ______

3. SEC Use Only

4. Source of Funds (See Instructions) AF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization CA

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 0
	8. Shared Voting Power 1,736,900
	9. Sole Dispositive Power 0
	10. Shared Dispositive Power 1,736,900

11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,736,900

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 6.3%

14. Type of Reporting Person (See Instructions) IA, OO

1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

Christopher H. Lord

2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b) ______

3. SEC Use Only

4. Source of Funds (See Instructions) AF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ____

6. Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power 0
	8. Shared Voting Power 1,736,900
	9. Sole Dispositive Power 0
	10. Shared Dispositive Power 1,736,900

11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,736,900

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ______

13. Percent of Class Represented by Amount in Row (11) 6.3%

14. Type of Reporting Person (See Instructions) HC, IN

Item 1. Security and Issuer

This statement relates to shares of Common Stock (the "Stock") of Centra Software, Inc. (the "Issuer"). The principal executive office of the Issuer is located at 430 Bedford Street, Lexington, MA 02420.

Item 2. Identity and Background

The persons filing this statement and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers and controlling persons, and the information regarding them, are as follows:

(a) Criterion Capital Management, LLC, a California limited liability company ("CCM"), and Christopher H. Lord ("Lord") (collectively, the "Filers").

CCM and Lord disclaim beneficial ownership of the Stock except to the extent of their respective pecuniary interests therein.

(b) The business address of the Filers is 435 Pacific Avenue, 5^th Floor, San Francisco, CA 94133

(c) Present principal occupation or employment of the Filers and the name, principal business and address of any corporation or other organization in which such employment is conducted:

CCM is an investment adviser. Lord is the sole manager and controlling person of CCM. The business address of both is provided in Item 2(b) above.

(d) During the last five years, neither of the Filers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, neither of the Filers was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Please see the cover sheet for each Filer for the citizenship of that Filer.

Item 3. Source and Amount of Funds or Other Consideration

The source and amount of funds used in purchasing the Stock were as follows:

Purchaser	Source of Funds	Amount
Criterion Capital Management, LLC*	Funds under management	$6,208,174

* Purchases were made by CCM on behalf of client accounts.

Item 4. Purpose of Transaction

On January 28, 2005, CCM sent the Nominating and Corporate Governance Committee of the Issuer's Board of Directors a letter. In the letter CCM stated that Evan Marwell ("Marwell"), a Managing Director and Senior Securities Analyst of CCM, is interested in joining the Issuer's Board of Directors. A copy of the January 28, 2005, letter is attached to this Schedule as Exhibit B.

On March 29, 2005, counsel for the Issuer sent counsel for CCM a letter stating the Nominating and Governance Committee of the Issuer's Board of Directors had determined not to enlarge the Issuer's Board of Directors to add Marwell, and that the Committee would again consider Marwell's request before the Issuer's 2005 annual meeting of stockholders.

On April 1, 2005, CCM sent the Issuer's Corporate Secretary a letter demanding the right, pursuant to Section 220 of the Delaware General Corporation Law, to inspect certain records and documents of the Issuer and to make copies or extracts therefrom. The letter states that the purpose of the demand is to permit CCM to communicate with other stockholders of the Issuer on matters relating to their interests as stockholders, including, but not limited to, and subject to compliance with applicable law, the composition of the Issuer's Board of Directors, the terms of the Issuer's certificate of incorporation and bylaws, and the enhancement of stockholder value. A copy of the April 1, 2005, letter is attached to this Schedule as Exhibit C.

On April 7, 2005, counsel for the Issuer sent CCM a letter stating that the brokerage account statement excerpts attached to CCM's April 1, 2005 letter did not sufficiently identify CCM as the owner of the relevant brokerage accounts.

On April 13, 2005, CCM sent the Issuer's Corporate Secretary a letter demanding the right demanded in its April 1, 2005 letter and attaching additional documentary evidence of CCM's ownership of Common Stock of the Issuer. A copy of the April 13, 2005, letter is attached to this Schedule as Exhibit D.

On May 20, 2005, CCM sent the Issuer's Corporate Secretary a letter giving notice of CCM's proposal to nominate Marwell and Anthony Swei ("Swei") for election as directors of the Issuer at the 2005 annual meeting of the Issuer's stockholders on June 23, 2005, in opposition to the slate of director nominees submitted for election by the Issuer's incumbent board of directors. The letter also stated that CCM intends to solicit proxies from the Issuer's stockholders in support of its proposal using CCM's own proxy statement and other soliciting materials. A copy of the May 20, 2005, letter is attached to this Schedule as Exhibit E.

On June 2, 2005, the Issuer, CCM, Marwell and Swei entered into an Agreement providing principally that (1) the Issuer's Board of Directors will appoint Marwell to the Board immediately following the 2005 annual shareholders meeting; (2) CCM, Marwell and Swei will withdraw their request that Marwell and Swei be nominated to the Issuer's Board of Directors and CCM will vote the Common Stock under its management in favor of the Board nominees proposed in the Issuer's proxy statement, and (3) CCM will not solicit proxies in opposition of the Issuer. A copy of the Agreement is attached to this Schedule as Exhibit F.

The Filers acquired the Stock for investment purposes, and such purchases were made in the Filers' ordinary course of business. In pursuing such investment purposes, the Filers may further purchase, hold, vote, trade, dispose or otherwise deal in the Stock at times, and in such manner, as they deem advisable to benefit from changes in market prices of such Stock, changes in the Issuer's operations, business strategy or prospects, or from sale or merger of the Issuer. To evaluate such alternatives, the Filers routinely will monitor the Issuer's operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Filers and other investment considerations. Consistent with their investment research methods and evaluation criteria, the Filers may discuss such matters with management or directors of the Issuer, other shareholders, industry an alysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and discussions may materially affect, and result in, the Filers' modifying their ownership of the Stock, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuer's operations, governance or capitalization, or in proposing one or more of the other actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Filers reserve the right to formulate other plans and/or make other proposals, and take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional Stock or dispose of all the Stock beneficially owned by them, in public market or privately negotiated transactions. The Filers may at any time reconsider and change their plans or proposa ls relating to the foregoing.

Item 5. Interest in Securities of the Issuer

The beneficial ownership of the Stock by each Filer at the date hereof is reflected on that Filer's cover page.

The Filers effected the following transactions in the Stock in open market transactions on the dates indicated, and such transactions are the only transactions in the Stock by the Filers since 60 days before date on cover page: N/A

Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer

CCM is an investment adviser with discretionary authority over client accounts. Some of CCM's client accounts are limited partnerships for which CCM serves as the general partner pursuant to agreements providing to CCM the authority, among other things, to invest the funds of such partnership in the Stock, to vote and dispose of Stock. Other clients are investment accounts subject to investment advisory agreements providing CCM the authority to invest the assets of the account in the Stock, to vote and dispose of the Stock. Pursuant to such agreements, CCM is entitled to allocations or fees based on assets under management and realized and unrealized gains. None of CCM's client accounts is a member of the group filing this Schedule 13D.

Item 7. Material to Be Filed as Exhibits

Exhibit A. Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G.

Exhibit B. Letter dated January 28, 2005.

Exhibit C. Letter dated April 1, 2005.

Exhibit D. Letter dated April 13, 2005.

Exhibit E. Letter dated May 20, 2005.

Exhibit F. Agreement dated June 2, 2005.

SIGNATURES

After reasonable inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 23, 2005

	CRITERION CAPITAL MANAGEMENT, LLC By: Christopher H. Lord, Manager
	Christopher H. Lord

EXHIBIT A

AGREEMENT REGARDING JOINT FILING

OF STATEMENT ON SCHEDULE 13D OR 13G

The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of the common stock of Centra Software, Inc.

Dated: October 12, 2004

	CRITERION CAPITAL MANAGEMENT, LLC By: Christopher H. Lord, Manager
	Christopher H. Lord

EXHIBIT B

LETTER DATED JANUARY 28, 2005

EXHIBIT C

LETTER DATED APRIL 1, 2005

EXHIBIT D

LETTER DATED APRIL 13, 2005

EXHIBIT E

LETTER DATED MAY 20, 2005

EXHIBIT F

AGREEMENT DATED JUNE 2, 2005

EX-1 2 exb.htm EXHIBIT B Criterion Capital Management, LLC

January 28, 2005

Centra Software, Inc.
430 Bedford Street
Lexington, Massachusetts 02420
Attention: Nominating and Corporate Governance Committee
of Board of Directors

Ladies and Gentlemen:

I am writing you today to formally express my interest in joining your board of directors at the earliest possible time. The investment fund that I represent, Criterion Capital Management, LLC, is Centra Software's second largest stockholder. Criterion and its affiliates currently hold 1,736,900 shares of Centra Software common stock, representing approximately 6.3% of the company's outstanding common stock. We at Criterion believe that your board of directors would greatly benefit from my participation, particularly due to the significant investment Criterion has made in Centra Software and our commitment to maximizing stockholder value for all of the company's stockholders.

At the request of your counsel, I am submitting this formal request that you consider my appointment to your board of directors in light of the background information attached hereto as Exhibit A. Per your request, I believe that the information set forth on Exhibit A includes all of the material information contemplated by Item 401 of Regulation S-K, but if you believe that I have neglected to provide any information that you require to consider my request, I trust that you will inform me promptly so that I may provide you with the additional information you request as soon as possible. Due to legal requirements of which I am certain you are aware, I am obligated to file this correspondence with the Securities and Exchange Commission and will be doing so promptly.

I am eager to meet with you at your convenience to further discuss my qualifications and my views with respect to Centra Software's future. Kindly contact my counsel to arrange an appropriate time to do so.

I look forward to hearing from you.

Sincerely,

Evan Marwell

cc: Michael S. Ringler, Esq.
Wilson Sonsini Goodrich & Rosati, Professional Corporation

EXHIBIT A

1. Full Legal Name: Evan Chandler Marwell

2. Age and Date of Birth: 39 June 13, 1965

3. There is no arrangement or understanding between me and any other person pursuant to which I am requesting to be selected as a director of Centra Software.

4. I have no family relationship with any director, executive officer or person nominated to be a director or executive officer of Centra Software.

5. I am a Partner and Managing Director of the investment team for Criterion Capital Management, LLC. Before joining Criterion, I was the President and CEO of Quixi, Inc., a venture backed CRM software and services company. Prior to working with Quixi, I was the Founder and President of INFONXX, a global provider of directory assistance services to wireless carriers and Fortune 500 corporations. INFONXX had over 2000 employees and $100MM in revenue. I began my career as a management consultant at Corporate Decisions Inc. (now Mercer consulting) where I was an analyst from 1987-1990. I received my B.A. degree in Economics, cum laude, from Harvard College in 1987 and my M.B.A., with honors, from Harvard Business School in 1992. As you know, none of the foregoing companies are affiliated with Centra Software.

6. I am not currently a member of the board of directors of any corporation.

7. During the past five years, no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against, or a receiver, fiscal agent or similar officer has been appointed by a court, with respect to any company or business association with which I have worked, or any partnership in which I have been a general partner.

8. During the past five years, I have not been convicted in a criminal proceeding or named as the subject of a pending criminal proceeding.

9. During the past five years, I have not been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court permanently or temporarily enjoining me from, or otherwise limiting me from engaging in, any of the following activities:

(a) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

(b) engaging in any type of business practice; or

(c) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws.

10. During the past five years, I have not been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days my right to engage in any activity described above in paragraph 9, or to be associated with persons engaged in any such activity.

11. During the past five years, I have not been found by a court in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law.

12. During the past five years, I have not been found by a court in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law.

EX-2 3 exc.htm EXHIBIT C Criterion Capital Management, LLC

April 1, 2005

Centra Software, Inc.
430 Bedford Street
Lexington, Massachusetts 02420
Attention: Corporate Secretary

Re: Demand for Right to Inspect Stockholder Information Pursuant to

Section 220 of Delaware General Corporation Law

Ladies and Gentlemen:

Criterion Capital Management, LLC ("Criterion") is the beneficial owner of 1,736,900 shares of common stock ("Common Stock") of Centra Software, Inc. a Delaware corporation (the "Company"). Attached to this letter as Annex A is documentary evidence of Criterion's beneficial ownership of such shares of Common Stock and such documentary evidence is a true and correct copy of what it purports to be.

Pursuant to Section 220 ("Section 220") of the Delaware General Corporate Law, Criterion hereby demands the opportunity to inspect, during the Company's usual hours for business, the following records and documents of the Company and to make copies or extracts therefrom:

1. A complete record or list of the Company's stockholders, certified by its transfer agent and setting forth the name and address of each stockholder of the Company and the number of shares of Common Stock registered in the name of each stockholder of the Company.

2. A magnetic computer tape list of the Company's stockholders, setting forth the name and address of each stockholder and the number of shares of Common Stock registered in the name of each stockholder, together with any computer processing information that may be relevant to the use of such computer tape, and a printout of such magnetic computer tape for verification purposes.

3. All information in or which comes into the Company's possession or control, or which can reasonably be obtained from nominees of any central certificate depository system, concerning the number and identity of the actual beneficial owners of Common Stock, including a list of all owners who hold Common Stock in the name of Cede & Co. or other similar nominees and any respondent bank listings obtained pursuant to the requirements of Rule 14b-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and a list or lists containing the name, address, and number of shares of Common Stock attributable to participants in any employee stock ownership, incentive, profit sharing, savings, retirement, stock option, stock purchase, restricted stock or other comparable plan of the Company in which the voting of shares held by such plan is made, directly or indirectly, individually or collectively, by participants in such plan.

4. As promptly as practicable, any and all omnibus proxies and correspondent participant listings with respect to all nominees and respondent banks which are currently in effect.

5. All lists, tapes and other data in or which come into the possession or control of the Company, or which can reasonably be obtained pursuant to Rules 14b-1 and 14b-2 promulgated under the Exchange Act, which set forth the name and address of, and the number of shares owned by, each beneficial owner of Common Stock who has not objected to having his or her name disclosed (the "non-objecting beneficial owners" or "NOBO" list).

6. A "stop transfer" list or stop list relating to the shares of Common Stock.

For purposes of the foregoing demand, we request that the Company provide or otherwise make available all such information as of the most recent practicable date and, when available, as of the record date (the "Record Date") for the 2005 annual meeting of stockholders of the Company (the "Annual Meeting"). In addition, we further request that the Company provide or otherwise make available all additions, changes and corrections to any of the requested information from the Record Date until the Annual Meeting. We agree to bear all reasonable costs incurred by the Company in connection with obtaining and furnishing the requested information and other materials.

The purpose of this demand is to permit Criterion to communicate with other stockholders of the Company on matters relating to their interests as stockholders, including, but not limited to, and subject to compliance with applicable law, the composition of the Company's board of directors (including the potential removal of existing directors and election of directors to be nominated by Criterion), the terms of the Company's certificate of incorporation and bylaws, and the enhancement of stockholder value.

Criterion will send an employee to conduct the requested inspection and copying of all requested information and other materials. Please advise the undersigned (Tel: (415) 249-1278) as to the time and place that the requested information will be made available in accordance with this demand. As you are no doubt aware, under Section 220 you are required to respond to this request within five business days of the date of this demand letter.

We trust that this demand letter complies with the provisions of Section 220 in all material respects. If the Company believes this notice is incomplete or otherwise deficient in any respect, however, we request that you contact the undersigned immediately so that any alleged deficiencies may be addressed promptly.

Please acknowledge receipt of this letter and the enclosures by signing and dating the enclosed copy of this letter in the space provided below and returning the same to the undersigned in the enclosed envelope.

Sincerely,

CRITERION CAPITAL MANAGEMENT, LLC

Evan Marwell

Managing Director

cc: Michael S. Ringler, Esq.
Wilson Sonsini Goodrich & Rosati, Professional Corporation

RECEIPT ACKNOWLEDGED:

CENTRA SOFTWARE, INC.

By:__________________

Name:

Title:

Date:

AFFIDAVIT

STATE OF CALIFORNIA

COUNTY OF SAN FRANCISCO

The undersigned, Evan Marwell, being a Managing Director of Criterion Capital Management, LLC, having been duly sworn, hereby declares for and on behalf of Criterion Capital Management, LLC and in its name, under penalty of perjury under the laws of the United States or any state, that the statements and other information set forth in the foregoing stockholder demand letter are true and correct in all material respects as of the date hereof.

CRITERION CAPITAL MANAGEMENT, LLC

Evan Marwell

Managing Director

SWORN TO AND SUBSCRIBED

Before me this 1 day of

April, 2005.

Briana J Curran

NOTARY PUBLIC

ANNEX A

DOCUMENTARY EVIDENCE OF BENEFICIAL OWNERSHIP OF SHARES

EX-3 4 exd.htm EXHIBIT D

Criterion Capital Management, LLC
435 Pacific Avenue, 5th Floor
San Francisco, California 94133

April 13, 2005

VIA OVERNIGHT COURIER AND CERTIFIED MAIL

Centra Software, Inc.
430 Bedford Street
Lexington, Massachusetts 02420
Attention: Corporate Secretary

Re: Demand for Right to Inspect Stockholder Information and Corporate Books and Records Pursuant to Section 220 of Delaware General Corporation Law

Dear Sir or Madam:

Criterion Institutional Partners, LP ("Criterion Institutional Partners") is the record holder of' 100 shares of Common Stock ("Common Stock") of Centra Software, Inc. a Delaware corporation (the "Company"). Criterion Institutional Partners' record ownership of the Common Stock is sufficient basis for a demand to inspect the Company's books and records pursuant to Section 220 ("Section 220") of the Delaware General Corporate Law.

We supplementally advise you that Criterion Capital Management, LLC ("Criterion") is the beneficial owner of 1,736,900 shares of Common Stock. Criterion Capital Partners, LP is the beneficial owner of 116,520 shares of Common Stock. Criterion Capital Partners Ltd. is the beneficial owner of 1,076,042 shares of Common Stock. Criterion Institutional Partners is the beneficial owner of 544,338 shares of Common Stock. Criterion is the General Partner of Criterion Institutional Partners, LP and Criterion Capital Partners, LP, and the Investment Advisor of Criterion Capital Partners Ltd. Attached to this letter as Annex A is documentary evidence of Criterion's beneficial ownership of such shares of Common Stock and such documentary evidence is a true and correct copy of what it purports to be. We note that such documentary evidence is not necessary to substantiate the basis for the demand to inspect the Company's books and records.

Pursuant to Section 220, Criterion, on behalf of Criterion Institutional Partners, hereby demands the opportunity to inspect, during the Company's usual hours for business, the following records and documents of the Company and to make copies or extracts therefrom:

A complete record or list of the Company's stockholders, certified by its transfer agent and setting forth the name and address of each stockholder of the Company and the number of shares of Common Stock registered in the name of each stockholder of the Company.

A magnetic computer tape list of the Company's stockholders, setting forth the name and address of each stockholder and the number of shares of Common Stock registered in the name of each stockholder, together with any computer processing information that may be relevant to the use of such computer tape, and a printout of such magnetic computer tape for verification purposes.

All information in or which comes into the Company's possession or control, or which can reasonably be obtained from nominees of any central certificate depository system, concerning the number and identity of the actual beneficial owners of Common Stock, including a list of all owners who hold Common Stock in the name of Cede & Co. or other similar nominees and any respondent bank listings obtained pursuant to the requirements of Rule l4b-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and a list or lists containing the name, address, and number of shares of Common Stock attributable to participants in any employee stock ownership, incentive, profit sharing, savings, retirement, stock option, stock purchase, restricted stock or other comparable plan of the Company in which the voting, of shares held by such plan is made, directly or indirectly, individually, or collectively, by participants in such plan.

As promptly as practicable, any and all omnibus proxies and correspondent participant listings with respect to all nominees and respondent banks which are currently in effect.

All lists, tapes and other data in or which come into the possession or control of the Company, or which can reasonably be obtained pursuant to Rules 14b-1 and 14b-2 promulgated under the Exchange Act, which set forth the name and address of, and the number of shares owned by, each beneficial owner of Common Stock who has not objected to having his or her name disclosed (the "non-objecting beneficial owners" or "NOBO" list).

A "stop transfer" list or stop list relating to the shares of Common Stock.

All minute books of the Company's board of directors and all committees thereof, whether formal or informal, including all written materials distributed to the Company's board of directors and committees in connection with meetings of the board of directors or committees.

Criterion will send an employee to conduct the requested inspection and copying of all requested information and other materials. Please advise the undersigned (Tel: (415) 249-1278) as to the time and place that the requested information will be made available in accordance with this demand. As you are no doubt aware, under Section 220 you are required to respond to this request within live business days of the date of this demand letter.

Sincerely,

CRITERION CAPITAL, MANAGEMENT, LLC

Evan Marwell
Managing Director

cc: Michael S. Ringler, Esq.
Wilson Sonsini Goodrich & Rosati, Professional Corporation

RECEIPT ACKNOWLEDGED:

CENTRA SOFTWARE, INC.

By:

Name:

Title

Date:

AFFIDAVIT

STATE OF CALIFORNIA )

(

COUNTY OF SAN FRANCISCO )

CRITERION CAPITAL MANAGEMENT, LLC

Evan Marwell

Managing Director

SWORN TO AND SUBSCRIBED )

)

before me this 13^th day of )

April, 2005.

NOTARY PUBLIC

EX-4 5 exe.htm EXHIBIT E

May 20, 2005

VIA OVERNIGHT COURIER AND CERTIFIED MAIL

Centra Software, Inc.

430 Bedford Street

Lexington, Massachusetts 02420

Attention Corporate Secretary

Re: Notice of Proposal to Nominate Directors for Election at
2005 Annual Meeting of Stockholders

Dear Sir or Madam:

Criterion Institutional Partners, LP ("Criterion Institutional Partners") is a holder of record of 100 shares (the "Shares") of Common Stock, par value $.001 per share ("Common Stock"), of Centra Software, Inc., a Delaware corporation (the "Company"). Criterion Institutional Partners is the beneficial owner of 544,338 additional shares of Common Stock. We further note that Criterion Capital Management, LLC ("Criterion") is the beneficial owner of 1,736,900 shares of Common Stock; Criterion Capital Partners, LP is the beneficial owner of 116,520 shares of Common Stock; and Criterion Capital Partners Ltd. is the beneficial owner of 1,076,042 shares of Common Stock. Criterion is the General Partner of Criterion Institutional Partners and Criterion Capital Partners, LP, and the Investment Advisor of Criterion Capital Partners Ltd.

We hereby notify you of our proposal (the "Proposal"), on behalf of Criterion, to nominate Mr. Evan Marwell and Mr. Anthony Swei (each, a "Director Nominee" and together, the "Director Nominees") for election as directors of the Company at the 2005 annual meeting of stockholders of the Company to be held on Thursday, June 23, 2005 or any postponements or adjournments thereof (the "Annual Meeting") in opposition to the slate of director nominees submitted for election by the Company's incumbent board of directors at the Annual Meeting. We currently intend to solicit proxies from the Company's stockholders in support of the Proposal. using our own proxy statement and other soliciting materials, which we intend to file with the Securities and Exchange Commission in due course.

We believe that Section 3.7 ("Section 3.7") of the Company's Amended and Restated Bylaws (the "Bylaws") sets forth the relevant notice requirements that apply to any stockholder that wishes to submit matters for consideration at any meeting of stockholders of the Company. Pursuant to Section 3.7, the undersigned provides the following information:

Criterion is proposing to nominate the Director Nominees for election at the Annual Meeting because it believes that, under the stewardship of the Company's incumbent board of directors, significant stockholder value has been lost and that Criterion's Director Nominees will encourage the Company's board of directors to take appropriate action to enhance stockholder value.

The name and address, as they appear on the record books of the Company, of the stockholder of record making the Proposal, are as follows:

Criterion Institutional Partners LP

435 Pacific Avenue, 5th Floor

San Francisco, California 94133

The name and address of the beneficial owner of the Shares on whose behalf the Proposal is being made are as follows:

Criterion Capital Management, LLC

435 Pacific Avenue, 5th Floor

San Francisco, California 94133

As of the date hereof, the foregoing beneficial holder of the Shares is not aware of any other stockholders of record of the Company, or beneficial holders of shares of Common Stock of the Company, who will support the Proposal.

The class and number of shares of Common Stock of the Company that are owned of record and beneficially as of the date hereof by each of the persons referenced in paragraph (2) above are as follows:

Criterion Institutional Partners LP

Total Company Common Stock Owned of Record: 100

Total Company Common Stock Beneficially Owned: 544,338

Criterion Capital Management, LLC

Total Company Common Stock Owned of Record: None

Total Company Common Stock Beneficially Owned: 1,736,900

Criterion does not have any material interest in the Proposal, other than as a stockholder of the Company.

In connection with the nomination of the Director Nominees, please find attached hereto as Annex A and Annex B, respectively, (i) a signed consent to be named a director of the Company submitted by each Director Nominee, and (ii) information required to be disclosed with respect to each Director Nominee pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended.

We further note that Section 3.7 provides that any stockholder of record may submit matters for consideration at any annual meeting of stockholders by giving timely written notice thereof to the Secretary of the Company. To be timely under Section 3.7, in the case of an annual meeting, the stockholder must deliver to the Company written notice of its proposal not less than sixty nor more than ninety days prior to the "Specified Date." If the Company elects to hold the annual meeting prior to the "Specified Date" but gives less than seventy days prior public notice of the new date of the annual meeting, however, the stockholder must deliver to the Company written notice of its proposal by the close of business on the tenth day following the Company's first public disclosure of the new date of the annual meeting. Interestingly, we note that Section 3.2 of the Bylaws defines the "Specified Date" as any date that the Company's board of directors designates to hold an annual meeting of stockhol ders. Thus, it is unclear how the Company could hold an annual meeting of stockholder prior to the Specified Date (as contemplated by Section 3.7) because any new date designated by the Company's board of directors to hold the annual meeting would become, by definition, the new "Specified Date." Notwithstanding the ambiguity contained in Section 3.7, based on your counsel's prior conversations with our counsel, we understand that the Company will consider this notice timely under Section 3.7 and all other applicable provisions of the Bylaws (if any) because we are delivering it to the Company prior to the tenth day following the date upon which you notified us of the date of the Annual Meeting. If the Company disputes that this notice is timely for purposes of Section 3.7 or any other applicable provision of the Bylaws, we request that you contact me immediately so that we may address this matter promptly.

Furthermore, we trust that this notice complies with the requirements set forth in Section 3.7 governing the submission of stockholder proposals at the Annual Meeting. If the Company believes that this notice is incomplete or otherwise deficient in any respect, we request that you contact me immediately so that any alleged deficiencies may be addressed promptly.

Please acknowledge receipt of this letter and the annexes hereto by signing and dating the enclosed copy of this letter in the space provided below and returning the same to the undersigned in the enclosed envelope.

Sincerely,

CRITERION CAPITAL MANAGEMENT, LLC

/s/ Evan Marwell

Evan Marwell

Managing Director

RECEIPT ACKNOWLEDGED:

CENTRA SOFTWARE, INC.

By:

Name:

Title:

cc: Michael S. Ringler, Esq.

Wilson Sonsini Goodrich & Rosati, Professional Corporation

ANNEX A

CONSENT TO BE NAMED AS A DIRECTOR OF CENTRA SOFTWARE, INC.

In accordance with Rule l4a-4(d) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby consents to being named in the Schedule 14A to be filed by Criterion Capital Management, LLC with the Securities and Exchange Commission and all supplements and amendments thereto, as a person nominated to become a director of Centra Software, Inc. and to serve as a director if elected.

Evan Marwell

Date: May 20, 2005

CONSENT TO BE NAMED AS A DIRECTOR OF CENTRA SOFTWARE, INC.

In accordance with Rule 142-4(d) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby consents to being named in the Schedule 14A to be filed by Criterion Capital Management, LLC with the Securities and Exchange Commission and all supplements and amendments thereto, as a person nominated to become a director of Centra Software, Inc. and to serve as a director if elected.

Anthony Swei

Date: May 20, 2005

ANNEX B

INFORMATION REGARDING DIRECTOR NOMINEES

Full Legal Name: Evan Chandler Marwell

Age and Date of Birth: 39 - June 13, 1965

There is no arrangement or understanding between me and any other person pursuant to which I am requesting to be selected as a director of Centra Software.

I have no family relationship with any director, executive officer or person nominated to be a director or executive officer of Centra Software.

I am a Partner and Managing Director of the investment team for Criterion Capital Management, LLC. Before joining Criterion, I was the President and CEO of Quixi, Inc., a venture backed CRM software and services company. Prior to working with Quixi, I was the Founder and President of INFONXX, a global provider of directory assistance services to wireless carriers and Fortune 500 corporations. INFONXX had over 2000 employees and $100MM in revenue. I began my career as a management consultant at Corporate Decisions Inc. (now Mercer consulting) where I was an analyst from 1987-1990. I received my B.A. degree in Economics, cum laude, from Harvard College in 1987 and my M.B.A., with honors, from Harvard Business School in 1992. As you know, none of the foregoing companies are affiliated with Centra Software.

I am not currently a member of the board of directors of any corporation.

During the past five years, no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against, or a receiver, fiscal agent or similar officer has been appointed by a court, with respect to any company or business association with which I have worked, or any partnership in which I have been a general partner.

During the past five years, I have not been convicted in a criminal proceeding or named as the subject of a pending criminal proceeding.

During the past five years, I have not been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court permanently or temporarily enjoining me from, or otherwise limiting me from engaging in, any of the following activities:

acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

engaging in any type of business practice; or

engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws.

During the past five years, I have not been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days my right to engage in any activity described above in paragraph 9, or to be associated with persons engaged in any such activity.

During the past five years, I have not been found by a court in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law.

During the past five years, I have not been found by a court in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law.

INFORMATION REGARDING DIRECTOR NOMINEES

Full Legal Name: Anthony Swei

Age and Date of Birth: 40 - June 13, August 12, 1964

There is no arrangement or understanding between me and any other person pursuant to which I am requesting to be selected as a director of Centra Software.

I have no family relationship with any director, executive officer or person nominated to be a director or executive officer of Centra Software.

Business Experience:

2001- Present:
Tradar Ltd., CEO.
Enterprise software company providing portfolio management solutions to the alternative investment industry.
Responsible for all aspects of Company's operations and strategy.
Not a parent, subsidiary or affiliate of Centra.
1999-2000:
HomeWarehouse.com, Vice President of Operations
Created fulfillment infrastructure and customer- care operations from scratch for the leading home improvement web retailer. Defined customer experience, refined business model, and launched site. Venture backed by Sequoia Capital and Accel Partners. Acquired by Wal-Mart.com.
Not a parent, subsidiary or affiliate of Centra.
1996-1998:
INFONXX, Director of Service Development
Spearheaded marketing and product strategy for the leading directory services provider to US cellular operators with $300+MM revenue.
Not a parent, subsidiary or affiliate of Centra.

I am currently a member of the board of directors of Tradar Ltd.. and Commander Services Group (Minneapolis), both privately held companies.

During the past five years, no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against, or a receiver, fiscal agent or similar officer has been appointed by a court, with respect to any company or business association with which I have worked, or any partnership in which I have been a general partner.

During the past five years, I have not been convicted in a criminal proceeding or named as the subject of a pending criminal proceeding.

During the past five years, I have not been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court permanently or temporarily enjoining me from, or otherwise limiting me from engaging in, any of the following activities:

acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

engaging in any type of business practice; or

engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws.

During the past five years, I have not been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days my right to engage in any activity described above in paragraph 9, or to be associated with persons engaged in any such activity.

During the past five years, I have not been found by a court in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law.

During the past five years, I have not been found by a court in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law.

EX-5 6 exf.htm EXHIBIT F AGREEMENT

THIS AGREEMENT is made and entered into as of this _____ day of May, 2005, by and among the persons and entities listed on Schedule A hereto (individually, a "Criterion Party" and collectively, the "Criterion Parties") and Centra Software, Inc., a Delaware corporation (the "Company").

WHEREAS, the Criterion Parties filed a joint statement on Schedule 13D under the Securities Exchange Act of 1934, as amended (the "1934 Act"), dated October 12, 2004 reflecting beneficial ownership of the common stock, $0.001 par value, of the Company (the "Common Stock") in excess of five percent (5%);

WHEREAS, by letter dated January 28, 2005 addressed to the Nominating and Governance Committee of the Company, Evan C. Marwell, an affiliate of the Criterion Parties ("Marwell"), expressed an interest in joining the Company's Board of Directors;

WHEREAS, by letters dated April 1, 2005 and April 13, 2005, pursuant to Section 220 of the Delaware General Corporation Law (the "DGCL"), the Criterion parties requested, among other things, copies of the Company's list of record stockholders for the purpose of communicating with other stockholders of the Company on matters relating to their interests as stockholders, including, but not limited to, the composition of the Company's Board of Directors, the potential removal of existing Directors and election of Directors to be nominated by the Criterion Parties;

WHEREAS, the Company has heretofore furnished to the Criterion Parties certain of the materials requested in the letters of April 1 and April 13, 2005;

WHEREAS, by letter dated May 20, 2005 the Criterion Parties notified the Company of their intention to nominate Marwell and Anthony Swei ("Swei") for election as Directors at the 2005 Annual Meeting of Stockholders and to the solicit proxies in support of the election of Marwell and Swei as Directors (the "Possible Proxy Contest");

WHEREAS, the Board has determined that it is in the best interests of the Company and its stockholders to avoid the expense and distraction of a Possible Proxy Contest;

WHEREAS, the Board and the Criterion Parties believe it to be in the best interest of the Company to fill a vacancy on the Board of Directors in the class of Directors having a term expiring at the Annual Meeting of Stockholders in 2007, by electing Marwell to be a Class II Director; and

WHEREAS, the Criterion Parties have agreed among other things to terminate actions in furtherance of a Possible Proxy Contest, including withdrawing the May 20, 2005 Notice of nomination of Marwell and Swei for election as Directors at the 2005 Annual Meeting of Stockholders, and to vote shares of common stock in favor of the nominees proposed by the Board of Directors in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

Section 1. Appointment of Class II Director.

1.1 Appointment. The Company agrees that, as the initial item of business to be taken up at the meeting of the Board of Directors immediately following the 2005 Annual Meeting of Stockholders, the Board will appoint Marwell as a Class II Director pursuant to Section 4.6 of the by-laws of the Company. The Board will consider in good faith the appointment of Marwell to one or more standing committees of the Board of Directors at that time.

1.2 Access to Board Information. The Company shall furnish Marwell with the set of materials prepared for and provided to the Directors in advance of the meeting of the Board of Directors to be held following the 2005 Annual Meeting of Stockholders. Such materials shall be delivered to Marwell at the time they are delivered to the Directors. Marwell agrees to keep all such materials and information confidential and to use the same only in furtherance of his duties as a Director of the Company.

Section 2. Covenants of the Parties.

2.1 Terminate Possible Proxy Contest. Simultaneously with the execution and delivery of this Agreement, each of the Criterion Parties shall cease all efforts, direct and indirect, in furtherance of a Possible Proxy Contest, including, without limitation, by filing an amendment to the Criterion Parties' Joint Statement on Schedule 13D disclosing the terms and conditions of this Agreement. Each Criterion Party hereby withdraws the April 1, 2005 and April 13, 2005 requests for information pursuant to Section 220 of the DGCL and the May 20, 2005 notice of nomination of Marwell and Swei for election as Directors.

2.2 Support of Nominees Selected by the Board. Each Criterion Party shall cause all shares of the Company's Common Stock beneficially owned by it, and all shares of Common Stock acquired after the day hereof and prior to the conclusion of the 2005 Annual Meeting of Stockholders with respect to which it has the power to direct the voting of such shares, to be voted in favor of the election of the individuals identified as nominees for Directors selected by the Board of Directors and any actions required in furtherance thereof, at the 2005 Annual Meeting of Stockholders or at any adjournments or postponements thereof. Promptly following the mailing of the definitive proxy statement of the Company for the 2005 Annual Meeting of Stockholders, each Criterion Party agrees to deliver to the Company a proxy in favor of the nominees identified in the proxy statement of the Company, in the form attached hereto as Exhibit A, which shall be irrevocable with respect to the shares of Common Stock beneficially owned by such party.

2.3. Standstill Obligations. Each Criterion Party hereby agrees with the Company that, during the period commencing on the date hereof and ending on the first anniversary of the 2005 Annual Meeting of Stockholders of the Company (the "Standstill Period"), none of the Criterion Parties or their affiliates or associates (A) will directly or indirectly or (B) will directly or indirectly solicit, request, advise, aid, assist or encourage any other person or entity to:

(a) solicit proxies or written consents of stockholders with respect to Common Stock under any circumstances, or make, or in any way participate in, directly or indirectly, any "solicitation" of any "proxy" to vote any shares of Common Stock, or become a "participant" in any "solicitation" (as such terms are used or defined in Regulation 14 promulgated under the General Rules and Regulations under the 1934 Act) whether or not relating to the election or removal of directors of the Company except as may be required by Section 2.2 hereof;

(b) seek to call, or to request the call of, a special meeting of stockholders of the Company or demand to inspect any records of the Company pursuant to Section 220 of the DGCL; provided, however, that the restrictions on action set forth in this Subsection 2.3(b) shall not limit, impair or otherwise affect the right of Marwell to take action solely in his capacity as a Director of the Company;

(c) submit or propose for consideration at any meeting of the Company's stockholders one or more stockholder proposals, as described in Rule 14a-8 under the 1934 Act or otherwise; or

(d) make public, or cause or assist any other person to make public (including by disclosure to any journalist, other representative of the media or securities analyst) any request for any waiver or amendment of any provision of this Agreement, or the taking of any action restricted hereby.

2.4 Mutual Covenant. The Company, on the one hand, and each of the Criterion Parties, on the other hand, hereby agree that during the Standstill Period each such party shall not, directly or indirectly, institute any claim, action, cause of action, suit, administrative action or proceeding of any kind, against the other party or any of its former, present or future directors, officers, employees, representatives, agents (hereinafter collectively referred to as a "Cause of Action") or solicit, advise, encourage, and or assist, directly or indirectly, any person or entity in bringing any such Cause of Action, except to the extent necessary to enforce its rights under this Agreement.

Section 3. Public Statements.

3.1. Press Release. Promptly after the execution of this Agreement, the Company will issue a press release substantially in the form of Exhibit B attached hereto. Thereafter, during the Standstill Period, except (i) as required by law in a Schedule 13D Amendment prepared by any Criterion Party, or (ii) as required by law in proxy materials prepared by the Company pursuant to Regulation 14A of the 1934 Act or in any report required to be filed by the Company pursuant to the 1934 Act or (iii) otherwise as may be required by law (it being understood that nothing contained in this Section 3.1 shall be deemed to permit any action or disclosure which is otherwise prohibited by this Agreement), the Company, on the one hand, and each of the Criterion Parties, on the other hand, hereby agree that each such party and its affiliates and associates shall not, directly or indirectly, make or issue or cause to be made or issued under circumstances reasonably likely to result in public disclosure or dissem ination, any disclosure, announcement or statement concerning the other party or any of its respective past, present or future general partners, directors, officers, or employees without the prior written consent of the other party; provided, that the foregoing shall not limit, impair or otherwise affect the obligation of any Director of the Company, including Marwell upon his election, to fulfill the duty of candor owed to the other Directors and to the stockholders of the Company.

3.2 No Derogatory Statements. The Company, on the one hand, and each of the Criterion Parties, on the other hand, hereby agree that during the Standstill Period, each such party and its affiliates and associates shall not, directly or indirectly, make or issue or cause to be made or issued any disclosure, announcement or statement (including, without limitation, the filing of any document or report with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) concerning the other party or any of its respective past, present or future general partners, directors, officers, or employees, which portrays such party or any of its respective past, present or future general partners, directors, officers, or employees in an unfavorable light; provided, that the foregoing shall not limit, impair or otherwise affect the obligation of any Director of the Company, including Marwell upon his election, to fulfill the duty of candor owed to the other Directors and to the stockholders of the Company.

3.3. No Limitation on Rights. Nothing in this Section 3 shall prevent any of the parties hereto from enforcing its rights under this Agreement or shall impose any limitation on any of the parties or their respective past, present or future general partners, directors, officers, or employees in defending any claim, action, cause of action, suit, administrative action or proceeding of any kind, including, without limitation, any federal, state or other governmental proceeding of any kind, against any of them.

Section 4. Representations and Warranties.

4.1. Due Authorization. Each of the parties hereto represents and warrants with respect to itself that such party is duly empowered and authorized to execute, deliver and perform this Agreement, that such party has taken all necessary action to authorize the execution, delivery and performance of this Agreement, that this Agreement has been duly authorized, executed and delivered by such party and that this Agreement is the valid and binding agreement of such party, enforceable against such party in accordance with its terms.

4.2. Beneficial Ownership. Each of the Criterion Parties hereby represents and warrants to the Company that as of the date hereof: the Criterion Parties and their affiliates and associates are the beneficial owners (as determined in accordance with the provisions of Rule 13d-3 promulgated under the 1934 Act) of the respective number of shares of Common Stock set forth opposite their names on Schedule A hereto which aggregate 1,736,900 shares of Common Stock.

Section 5. Remedies.

5.1. Irreparable Harm. Each party hereto acknowledges and agrees that irreparable injury to the other parties would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any state or federal court in The Commonwealth of Massachusetts, in addition to any other remedy to which they may be entitled at law or in equity.

5.2. Jurisdiction and Venue. Each party hereto agrees that any legal action or proceeding arising out of or relating to this Agreement, any of the transactions contemplated hereby or any document referred to herein, shall be instituted only in a state or federal court located in The Commonwealth of Massachusetts, and such party consents to the jurisdiction and venue of those courts and waives any objection to the inconvenience of those forums for such legal action or proceeding.

Section 6. Miscellaneous.

6.1. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matters hereof. This Agreement may be amended only by an agreement in writing executed by the parties hereto.

6.2. Headings. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.

6.3. Pronouns. Whenever the singular number is used herein, the same shall include the plural where appropriate, and words of any gender shall include each other gender where appropriate.

6.4. Notices. All notices, requests and other communications required or permitted hereunder shall be in writing and shall be sufficiently given if delivered by hand, or sent by certified mail postage prepaid, by overnight courier service, or by telecopy or other written form of electronic communication confirmed in writing to the address set forth below:

if to the Company:

Centra Software, Inc.
430 Bedford Street
Lexington, Massachusetts 02420
Attn: Leon Navickas, President and Chief Executive Officer
Facsimile: (781) 863-7288

With a copy to:

Robert L. Birnbaum, Esq.
Foley Hoag LLP
155 Seaport Boulevard
Boston, Massachusetts 02210
Facsimile: (617) 832-7000

and if to the Criterion Parties:

R. Daniel Beckham
Criterion Capital Management LLC
435 Pacific Avenue, 5^th Floor
San Francisco, CA 94133
Facsimile: (415) 249-1299

With a copy to:

Michael S. Ringler, Esq.
Wilson, Sonsini, Goodrich & Rosati P.C.
One Market Street
Spear Tower, Suite 3300
San Francisco, CA 94105
Facsimile: (415) 947-2099

or to such other address as shall be furnished in writing by the Company or the Criterion Parties, as the case may be, to the other party, and such notice, request or communication shall be deemed to have been given as of the date so delivered, mailed, dispatched or transmitted and confirmed in writing (except that notice of a change of address shall not be deemed to have been given until received by the addressee).

6.5. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the parties that the parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. In addition, the parties agree to use their best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or unenforceable by a court of competent jurisdiction.

6.6. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware.

6.7. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and assigns of the parties hereto.

6.8. Joint Obligations. All obligations under this Agreement of the Criterion Parties shall be joint and several; provided, however, that in the event that any Criterion Party hereafter files a Schedule 13D Amendment indicating that such Criterion Party is no longer a member of the group of Criterion Parties, no other Criterion Party shall be jointly and severally obligated for such Criterion Party's actions taken more than ninety (90) days after the filing of such Schedule 13D Amendment.

6.9. Certain Definitions. The terms "affiliate" and "associate" as used in this Agreement shall have the meanings ascribed to them in Rule 12b-2 under the General Rules and Regulations under the 1934 Act, as presently in effect. For purposes of this Agreement, beneficial ownership shall be determined in accordance with the provisions of Rule 13d-3 under the 1934 Act, as presently in effect. As used in this Agreement, the term "person" or "entity" shall mean any individual, partnership, corporation, group, syndicate, trust, government or agency thereof, or any other association or entity.

6.10. Execution in Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

6.11. Waiver; Amendment. Any failure of any party to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefit of such obligation, covenant, agreement or condition only by a written instrument signed by such party, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed individually or by its duly authorized representative, as of the date first above written.

CENTRA SOFTWARE, INC.

By:
Leon Navickas, President and Chief Executive Officer

CRITERION CAPITAL MANAGEMENT, LLC

By:
Christopher H. Lord, Manager

CRITERION INSTITUTIONAL PARTNERS, LP

By: Criterion Capital Management, LLC, its General Partner

By:
Christopher H. Lord, Manager

CRITERION CAPITAL PARTNERS, LP
By: Criterion Capital Management, LLC, its General Partner

By:
Christopher H. Lord, Manager

CRITERION CAPITAL PARTNERS LTD.

By:
Name:
Title:

Christopher H. Lord

Evan C. Marwell

Anthony Swei

Schedule A

Criterion Capital Management, LLC

Criterion Institutional Partners, LP

Criterion Capital Partners, LP

Criterion Capital Partners, Ltd.

Christopher H. Lord

Evan C. Marwell

Anthony Swei

Exhibit A

IRREVOCABLE PROXY

The undersigned stockholder (the "Shareholder") of Centra Software, Inc., a Delaware corporation (the "Company"), hereby irrevocably appoints and constitutes each of Leon Navickas and Melinda J. Brown (collectively, the "Proxyholders"), the agents, attorneys-in-fact and proxies of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to the shares of capital stock of the Company which are listed below (the "Shares"), and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof and prior to the date this proxy terminates, to vote the Shares as follows: the Proxyholders named above are empowered at any time prior to termination of this proxy to exercise all voting and other rights (including, without limitation, the power to execute and deliver written consents with respect to the Shares) of the undersigned at every annual, special or adjourned meeting of the Company stockholders, and in every written consent in lieu of such a meeting, or otherwise, in favor of the reelection of ● and ● as Directors of the Company.

The Proxyholders may not exercise this proxy on any other matter. The Shareholder may vote the Shares on all matters other than those set forth in the immediately preceding paragraph. The proxy granted by the Shareholder to the Proxyholders hereby is granted as of the date of this Irrevocable Proxy in order to secure the obligations of the Shareholder set forth in the Agreement between the Shareholder and the Company dated May __, 2005 (the "Agreement"), and is irrevocable and coupled with an interest in such obligations and in the interests in the Shareholder set forth in the Agreement.

This proxy will terminate upon the termination of the Agreement in accordance with its terms. Upon the execution hereof, all prior proxies given by the undersigned with respect to the Shares and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked and no subsequent proxies will be given until such time as this proxy shall be terminated in accordance with its terms. Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. The undersigned Shareholder agrees to notify any purchaser of the Shares of the existence of this irrevocable proxy. The undersigned Shareholder authorizes the Proxyholders to file this proxy and any substitution or revocation of substitution with the Secretary of the Company and with any Inspector of Elections at any meeting of the shareholders of the Company.

This proxy is irrevocable and shall survive the insolvency, incapacity, death or liquidation of the undersigned.

Dated: June __ 2005.

	Signature


	Name (and Title)

	Shares of Company Common Stock beneficially owned:

Exhibit B

[TO BE PROVIDED.]

-----END PRIVACY-ENHANCED MESSAGE-----