0001104659-06-001058 Sample Contracts

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • January 9th, 2006 • Intraware Inc • Services-business services, nec • California

This Asset Purchase Agreement (the “Agreement”) is made and entered into as of October 28, 2005 by and between Intraware, Inc., a Delaware corporation having its principal place of business at 25 Orinda Way, Orinda, CA 94563 (“Intraware”) and FusionStorm (“FusionStorm”), a Delaware corporation having its principal place of business at 620 Old West Center Street, Franklin, MA 02038.

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THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • January 9th, 2006 • Intraware Inc • Services-business services, nec

THIS THIRD AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of the 30th day of November, 2005, by and between Silicon Valley Bank (“Bank”) and Intraware, Inc. a Delaware corporation (“Borrower”) whose address is 25 Orinda Way, Orinda, CA 94563.

AMENDMENT ONE to ASSET PURCHASE AGREEMENT between INTRAWARE, INC. and FUSIONSTORM
Asset Purchase Agreement • January 9th, 2006 • Intraware Inc • Services-business services, nec

This amendment (“Amendment One”) amends the Asset Purchase Agreement dated October 28, 2005 (the “Agreement”), between Intraware, Inc. (“Intraware”) and FusionStorm. All capitalized terms not defined in this Amendment One shall have the meanings given in the Agreement. This Amendment One shall be effective as of January 2, 2006.

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