0001104659-05-055841 Sample Contracts

SERIES B PREFERRED STOCK PURCHASE AGREEMENT
Series B Preferred Stock Purchase Agreement • November 15th, 2005 • Intraware Inc • Services-business services, nec • Delaware

This SERIES B PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”), is made as of November 9, 2005, by and between Intraware, Inc., a Delaware corporation (the “Company”), and Digital River, Inc., a Delaware corporation (“Digital River”).

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STANDSTILL AND STOCK RESTRICTION AGREEMENT
Standstill and Stock Restriction Agreement • November 15th, 2005 • Intraware Inc • Services-business services, nec • Delaware

This STANDSTILL AND STOCK RESTRICTION AGREEMENT (the “Agreement”) is made as of November 9, 2005, by and between Intraware, Inc., a Delaware corporation (the “Company”) and Digital River, Inc., a Delaware corporation (“Digital River”).

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INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • November 15th, 2005 • Intraware Inc • Services-business services, nec • Delaware

This INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of November 9, 2005, by and between Intraware, Inc., a Delaware corporation (the “Company”) and Digital River, Inc., a Delaware corporation (“Digital River”).

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