Exhibit 2
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby consent to the joint filing on their behalf
of a single Schedule 13G and any amendments thereto, with respect to the
beneficial ownership by each of the undersigned of shares of common stock, $.001
par value per share, of Intraware, Inc., a Delaware corporation. The undersigned
hereby further agree that this statement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all of which counterparts shall together constitute one and the same
instrument.
Dated: as of October 25, 2006 ComVest Investment Partners II LLC
By: ComVest II Partners, LLC,
its managing member
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx, Managing Member
ComVest II Partners, LLC
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx, Managing Member
ComVest Group Holdings LLC
By: /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx, Chairman and Managing Member
/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx, individually
