AGREEMENT AND PLAN OF MERGER BY AND AMONG ACRESSO SOFTWARE INC., INDIANS MERGER CORP. AND INTRAWARE, INC. DATED AS OF OCTOBER 20, 2008Merger Agreement • October 20th, 2008 • Intraware Inc • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (together with all annexes, the Company Disclosure Letter, schedules and exhibits hereto, this “Agreement”), dated as of October 20, 2008, is by and among Acresso Software Inc., a Delaware corporation (“Parent”), Indians Merger Corp., a Delaware corporation and wholly-owned direct subsidiary of Parent (“Merger Sub”), and Intraware, Inc., a Delaware corporation (the “Company”).
INTRAWARE, INC. AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • October 20th, 2008 • Intraware Inc • Services-business services, nec • California
This Amended and Restated Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between Peter H. Jackson (the “Officer”) and Intraware, Inc. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below. This Agreement amends and supersedes the prior version of this agreement executed on or about October 5, 2007, in its entirety.
VOTING AGREEMENTVoting Agreement • October 20th, 2008 • Intraware Inc • Services-business services, nec • Delaware
This Voting Agreement (the “Agreement”) is made and entered into as of October 20, 2008, between Acresso Software Inc., a Delaware corporation (“Parent”), and the undersigned stockholder of the Company (“Holder”).
FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED PREFERRED STOCK RIGHTS AGREEMENTPreferred Stock Rights Agreement • October 20th, 2008 • Intraware Inc • Services-business services, nec • Delaware
This FIRST AMENDMENT, dated as of October 20, 2008 (this “Amendment”), to the Second Amended and Restated Preferred Stock Rights Agreement, dated as of January 22, 2007 (the “Rights Agreement”), between Intraware, Inc., a Delaware corporation (the “Company”), and Computershare Investor Services, LLC, as rights agent (the “Rights Agent”).
INTRAWARE, INC. EMPLOYEE RETENTION PLANEmployee Retention Plan • October 20th, 2008 • Intraware Inc • Services-business services, nec • California
In connection with the transaction contemplated by the Agreement and Plan of Merger (the “Agreement”), dated as of October 20, 2008, by and among Acresso Software Inc., a Delaware corporation (the “Parent”), Indians Merger Corp., a Delaware corporation and wholly owned direct subsidiary of Parent (“Merger Corp.”), and Intraware, Inc., a Delaware corporation (the “Company”) in which Merger Corp. is merging with and into the Company and the Company, as the surviving corporation of such merger, will thereby become a wholly owned subsidiary of Parent (the “Transaction”), the Company hereby adopts this Employee Retention Plan (the “Plan”) effective on, October 19, 2008, but contingent upon, the closing of the Transaction (the “Closing”).
