0001104659-02-004368 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 22nd, 2002 • Zomax Inc /Mn/ • Phonograph records & prerecorded audio tapes & disks • California

THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of August 12, 2002 by and between Intraware, Inc., a Delaware corporation (“Company”), and the Buyer, as defined in the Common Stock Purchase Agreement dated August 12, 2002 (the “Purchase Agreement”), by and between the Company and the Buyer.

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COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • August 22nd, 2002 • Zomax Inc /Mn/ • Phonograph records & prerecorded audio tapes & disks • California

COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of August 12, 2002, by and between Intraware, Inc., a Delaware corporation (the “Company”), and Zomax Incorporated, a Minnesota corporation (the “Buyer”).

VOTING AGREEMENT
Voting Agreement • August 22nd, 2002 • Zomax Inc /Mn/ • Phonograph records & prerecorded audio tapes & disks • Delaware

This Voting Agreement (this “Agreement”) is made as of August 12, 2002, between Zomax Incorporated, a Minnesota corporation (the “Buyer”) and Peter H. Jackson (“Jackson”).

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