ITRA » Topics » Exhibits

This excerpt taken from the ITRA 8-K filed Dec 10, 2008.

Exhibits

 

Exhibit
Number

 

Description

99.1   Complaint for breach of fiduciary duty in the matter of Mergens v. Jackson et al., Case No. C0802858, filed in the Superior Court of the State of California for the County of Contra Costa on November 12, 2008.
These excerpts taken from the ITRA 8-K filed Oct 20, 2008.

Exhibits

 

Exhibit

Number

  

Exhibit Title

4.1    First Amendment to the Second Amended and Restated Preferred Stock Rights Agreement between Intraware, Inc. and Computershare Investor Services, LLC, dated October 20, 2008
10.1    Agreement and Plan of Merger by and among, Intraware, Inc., Acresso Software Inc. and Intraware Merger Corp., dated October 20, 2008
10.2    Form of Voting Agreement, each dated as of October 20, 2008, by and among Acresso Software Inc. and certain stockholders of Intraware, Inc.
10.3    Intraware Employee Change of Control Severance Policy, as amended and restated October 19, 2008
10.4    Employee Retention Plan, dated October 19, 2008
10.5    Amended and Restated Change of Control Severance Agreement, dated as of October 20, 2008 between Intraware, Inc. and Justin M. Benson
10.6    Amended and Restated Change of Control Severance Agreement, dated as of October 19, 2008 between Intraware, Inc. and Peter H. Jackson
10.7    Amended and Restated Change of Control Severance Agreement, dated as of October 19, 2008 between Intraware, Inc. and Wendy A. Nieto
99.1    Press Release dated October 20, 2008

EXHIBITS

 

A. Form of Voting Agreement

The Registrant agrees to furnish to the Securities and Exchange Commission upon request a copy of any omitted schedule.

 

- v -


These excerpts taken from the ITRA DEFA14A filed Oct 20, 2008.

Exhibits

 

Exhibit

Number

  

Exhibit Title

4.1    First Amendment to the Second Amended and Restated Preferred Stock Rights Agreement between Intraware, Inc. and Computershare Investor Services, LLC, dated October 20, 2008
10.1    Agreement and Plan of Merger by and among, Intraware, Inc., Acresso Software Inc. and Intraware Merger Corp., dated October 20, 2008
10.2    Form of Voting Agreement, each dated as of October 20, 2008, by and among Acresso Software Inc. and certain stockholders of Intraware, Inc.
10.3    Intraware Employee Change of Control Severance Policy, as amended and restated October 19, 2008
10.4    Employee Retention Plan, dated October 19, 2008
10.5    Amended and Restated Change of Control Severance Agreement, dated as of October 20, 2008 between Intraware, Inc. and Justin M. Benson
10.6    Amended and Restated Change of Control Severance Agreement, dated as of October 19, 2008 between Intraware, Inc. and Peter H. Jackson
10.7    Amended and Restated Change of Control Severance Agreement, dated as of October 19, 2008 between Intraware, Inc. and Wendy A. Nieto
99.1    Press Release dated October 20, 2008

EXHIBITS

 

A. Form of Voting Agreement

The Registrant agrees to furnish to the Securities and Exchange Commission upon request a copy of any omitted schedule.

 

- v -


This excerpt taken from the ITRA 8-K filed Nov 15, 2005.

(c)           Exhibits.

 

Exhibit No.

 

Description

 

 

 

3.1

 

Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock.

10.1

 

Series B Preferred Stock Purchase Agreement dated November 9, 2005, by and between Intraware, Inc. and Digital River, Inc.

10.2

 

Investor Rights Agreement dated November 9, 2005, by and between Intraware, Inc. and Digital River, Inc.

10.3

 

Standstill and Stock Restriction Agreement dated November 9, 2005, by and between Intraware, Inc. and Digital River, Inc.

 

3



 

This excerpt taken from the ITRA 10-Q filed Oct 5, 2005.

Exhibits

 

Exhibit
Number

 

Description

3.1

 

Amended and Restated Certificate of Incorporation of Intraware, Inc.

3.2

 

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Intraware, Inc.

3.3(1)

 

Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock

3.4

 

Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock

3.5(2)

 

Amended and Restated Bylaws of Intraware, Inc.

4.1(2)

 

Preferred Stock Rights Agreement, dated as of September 8, 2005, between Intraware, Inc. and Computershare Investor Services LLC, including the Certificate of Designation, the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B and C, respectively

10.1+

 

Sales Alliance Agreement dated August 1, 2005, between Intraware, Inc. and Software Spectrum, Inc.

10.2*

 

Bonus Plan for Peter H. Jackson

10.3*

 

Bonus Plan for Wendy A. Nieto

10.4*

 

Bonus Plan for John J. Moss

10.5*

 

Amendment Two dated September 16, 2005, to Change of Control Severance Agreement between Intraware, Inc. and Peter H. Jackson

31.1 

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act — Peter H. Jackson

31.2 

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act — Wendy A. Nieto

32.1 

 

Certification pursuant to Section 906 of the Sarbanes-Oxley Act


*                 Indicates management contract or compensatory plan or arrangement.

 

+                 Confidential treatment has been requested for certain portions of this exhibit.

 

(1)          Incorporated by reference to Intraware’s Current Report on Form 8-K dated April 2, 2001 (File No. 000-25249) and filed with the SEC on April 13, 2001.

(2)          Incorporated by reference to Intraware’s Current Report on Form 8-K dated September 12, 2005 (File No. 000-25249) and filed with the SEC on September 12, 2005.

 

36

 



 

This excerpt taken from the ITRA 10-Q filed Jul 8, 2005.

Exhibits

 

Exhibit
Number

 

Description

3.1

(1)

 

Amended and Restated Certificate of Incorporation of Intraware, Inc.

3.2

(1)

 

Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock

3.3

(2)

 

Amended and Restated Bylaws of Intraware, Inc.

31.1

 

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act — Peter H. Jackson

31.2

 

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act — Wendy A. Nieto

32.1

 

 

Certification pursuant to Section 906 of the Sarbanes-Oxley Act

 


(1)          Incorporated by reference to Intraware’s Current Report on Form 8-K dated April 2, 2001 (File No. 000-25249) and filed with the SEC on April 13, 2001.

(2)          Incorporated by reference to Intraware’s Current Report on Form 8-K dated June 13, 2005 (File No. 000-25249) and filed with the SEC on June 17, 2005.

 

35



 

Exhibits

 

Exhibit
Number

 

Description

10.1

 

Loan Modification Agreement, dated September 20, 2004 between Silicon Valley Bank and Intraware, Inc.

 

 

 

10.2

 

Form of Stock Option Agreement under 1996 Stock Option Plan (Initial Grant)

 

 

 

10.3

 

Form of Stock Option Agreement under 1996 Stock Option Plan (Subsequent Grant)

 

 

 

10.4

 

Form of Director Option Agreement under 1998 Director Option Plan (Initial Grant)

 

 

 

10.5

 

Form of Director Option Agreement under 1998 Director Option Plan (Subsequent Grant)

 

 

 

31.1

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act — Peter H. Jackson

 

 

 

31.2

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act — Wendy A. Nieto

 

 

 

32.1

 

Certification pursuant to Section 906 of the Sarbanes-Oxley Act

 

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