QuickLinks -- Click here to rapidly navigate through this documentIntraware Inc • September 21st, 2001 • Services-business services, nec
THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
INTRAWARE, INC. SHARE EXCHANGE AGREEMENTShare Exchange Agreement • September 21st, 2001 • Intraware Inc • Services-business services, nec
This Share Exchange Agreement (the "Agreement") is entered into as of August 31, 2001, by and between Intraware, Inc. (the "Company") and the undersigned holders of the Company's Series B Convertible Preferred Stock (collectively the "Holders" and each a "Holder").
GENERAL SECURITY AGREEMENT (Floating Lien)Security Agreement • September 21st, 2001 • Intraware Inc • Services-business services, nec • New York
SECURITY AGREEMENT, dated as of August 31, 2001, between Intraware, Inc., a Delaware corporation with its principal executive office located at 25 Orinda Way, Orinda, California 94563 (the "Debtor"), and Commonwealth Associates, L. P., a New York limited partnership with offices at 830 Third Avenue, New York, New York 10022, as agent (the "Agent") for the investors (the "Investors") from time to time set forth on Annex I hereto (the Agent, acting in such capacity, the "Secured Party");
SUBSCRIPTION AGREEMENTSubscription Agreement • September 21st, 2001 • Intraware Inc • Services-business services, nec • New York
THIS Subscription Agreement is made as of this 31st day of August, 2001 between Intraware, Inc., a corporation organized under the laws of the State of Delaware with offices at 25 Orinda Way, Suite 101, Orinda, California 94563 (the "Company"), and the undersigned (the "Subscriber", and together with each of the other subscribers in the Offering (defined below), the "Subscribers").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2001 • Intraware Inc • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of August 31, 2001, by and between Intraware, Inc., a Delaware corporation (the "Company"), Commonwealth Associates, L.P., a New York limited partnership ("Commonwealth"), and each of the investors identified on Schedule 1 hereto (as such schedule may be updated from time to time) and signatory hereto (each, an "Investor", and collectively, the "Investors") or their permitted assigns (each, a "Holder", and collectively, the "Holders").
INTRAWARE, INC. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 21st, 2001 • Intraware Inc • Services-business services, nec • New York
This Placement Agency Agreement (the "Agency Agreement") confirms the retention by Intraware, Inc., a Delaware corporation (the "Company"), of Commonwealth Associates, L.P., a New York limited partnership ("Commonwealth" or the "Placement Agent"), to act as the sales agent, on a best efforts basis, in connection with bridge financing for the Company, on the terms set forth below.
