0000912057-01-508519 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 13th, 2001 • Intraware Inc • Communications services, nec • New York

REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of April 2, 2001, by and between Intraware, Inc., a Delaware corporation (the "Company"), [ ], 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").

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INTRAWARE, INC. PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • April 13th, 2001 • Intraware Inc • Communications services, nec • New York

This Placement Agency Agreement (the "Agency Agreement") confirms the retention by Intraware, Inc., a Delaware corporation (the "Company"), of [ ], a New York limited partnership ("[ ]," or the "Placement Agent"), to act as the sales agent, on a best efforts basis, in connection with the private placement of the Preferred Units (as defined below) of the Company, on the terms set forth below.

SUBSCRIPTION AGREEMENT
Subscription Agreement • April 13th, 2001 • Intraware Inc • Communications services, nec • New York

THIS SUBSCRIPTION AGREEMENT made as of this 2nd day of April, 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").

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