Intraware Inc Watch

from SC 13G 1 page Exhibit I the Name of the Reporting Person Is Comvest Investment Partners II LLC, a Delaware Limited Liability Company ("Comvest"). Comvest Is a Private Investment Company. the Managing Member of Comvest Is Comvest II Partners, LLC, a Delaware Limited Liability Company ("Comvest II Partners"), the Managing Member of Which Is Comvest Group Holdings LLC, a Delaware Limited Liability Company ("Cgh"). Michael Falk ("Falk") Is the Chairman and Principal Member of Cgh. Falk Is a Citizen of the United States of America

from SC 13G/A 1 page 12 Exhibit 1 Joint Filing Agreement in Accordance With Rule 13d-1(k) Under the Securities Exchange Act of 1934, as Amended, the Undersigned Agree to the Joint Filing on Behalf of Each of Them the Statement on Schedule 13g to Which This Agreement Is Attached as an Exhibit. the Undersigned Further Agree That Each Party Hereto Is Responsible for the Timely Filing of Such Schedule 13g and Any Amendments Thereto, and for the Completeness and Accuracy of the Information Concerning Such Party Contained Therein; Provided, However, That No Party Is Responsible for the Completeness or Accuracy of the Information Concerning Any Other Party Making the Filing, Unless Such Party Knows or Has Reason to Believe That Such Information Is Inaccurate. in Witness Whereof, the Parties Have Executed This Joint Filing Agreement on February 13, 2006. Passport Master Fund, LP By: Passport Holdings, LLC as General Partner By: Passport Capital, LLC, as Managing Member By: /S/ John Burbank John Burbank Managing Member Passport Master Fund II, LP By: Passport Holdings, LLC as General Partner By: Passport Capital, LLC, as Managing Member By: /S/ John Burbank John Burbank, Managing Member ... <page> 13 Passport Holdings, LLC By: Passport Capital, LLC, as Managing Member By: /S/ John Burbank John Burbank, Managing Member Passport Management, LLC By: Passport Capital, LLC, as Managing Member By: /S/ John Burbank John Burbank, Managing Member Passport Capital, LLC By: /S/ John Burbank John Burbank, Managing Member /S/ John Burbank John Burbank

from SC 13D 18 pages Series B Preferred Stock Purchase Agreement

from SC 13D/A 1 page Exhibit 1 Joint Filing Agreement the Undersigned Hereby Consent to the Joint Filing by Any of Them of a Statement on Schedule 13d and Any Amendments Thereto, Whether Heretofore or Hereafter Filed, Relating to the Securities of Intraware, Inc., and Hereby Affirm That This Amendment No. 5 to Schedule L3d Is Being Filed on Behalf of Each of the Undersigned. Dated: May 16, 2003 Comvest Venture Partners, LP By: Comvest Management, LLC, Its General Partner By: /S/ Michael S. Falk Name: Michael S. Falk Title: Manager Dated: May 16, 2003 Convest Management, LLC By: /S/ Michael S. Falk Name: Michael S. Falk Title: Manager Dated: May 16, 2003 Commonwealth Associates, LP By: Commonwealth Management, LLC, Its General Partner By: /S/ Inder Tallur Name: Inder Tallur Title: Secretary Dated: May 16, 2003 Commonwealth Management, LLC By: /S/ Inder Tallur Name: Inder Tallur Title: Secretary <page> Dated: May 16, 2003 Commonwealth Associates Group Holdings, LLC By: /S/ Michael S. Falk Name: Michael S. Falk Title: Chairman and Chief Executive Officer Dated: May 16, 2003 Commonwealth Associates Liquidation, LLC By: Commonwealth Associates Management Company, Inc., Its Manager By: /S/ Inder Tallur Name: Inder Tallur Title: Secretary Dated: May 16, 2003 By: /S/ Michael S. Falk Michael S. Falk

from SC 13D/A 1 page Exhibit 1 Joint Filing Agreement the Undersigned Hereby Consent to the Joint Filing by Any of Them of a Statement on Schedule 13d and Any Amendments Thereto, Whether Heretofore or Hereafter Filed, Relating to the Securities of Intraware, Inc., and Hereby Affirm That This Amendment No. 4 to Schedule L3d Is Being Filed on Behalf of Each of the Undersigned. Dated: April 22, 2003 Comvest Venture Partners, LP By: Comvest Management, LLC, Its General Partner By: /S/ Michael S. Falk Name: Michael S. Falk Title: Manager Dated: April 22, 2003 Comvest Management, LLC By: /S/ Michael S. Falk Name: Michael S. Falk Title: Manager Dated: April 22, 2003 Commonwealth Associates, LP By: Commonwealth Management, LLC, Its General Partner By: /S/ Inder Tallur Name: Inder Tallur Title: Secretary Dated: April 22, 2003 Commonwealth Management, LLC By: /S/ Inder Tallur Name: Inder Tallur Title: Secretary <page> Dated: April 22, 2003 Commonwealth Associates Group Holdings, LLC By: /S/ Michael S. Falk Name: Michael S. Falk Title: Chairman and Chief Executive Officer Dated: April 22, 2003 Commonwealth Associates Liquidation, LLC By: Commonwealth Associates Management Company, Inc., Its Manager By: /S/ Inder Tallur Name: Inder Tallur Title: Secretary Dated: April 22, 2003 By: /S/ Michael S. Falk Michael S. Falk

from SC 13D/A 1 page Exhibit 1 Joint Filing Agreement the Undersigned Hereby Consent to the Joint Filing by Any of Them of a Statement on Schedule 13d and Any Amendments Thereto, Whether Heretofore or Hereafter Filed, Relating to the Securities of Intraware, Inc., and Hereby Affirm That This Amendment No. 3 to Schedule L3d Is Being Filed on Behalf of Each of the Undersigned. Dated: January 9, 2003 Comvest Venture Partners, LP By: Comvest Management, LLC, Its General Partner By: /S/ Michael S. Falk Name: Michael S. Falk Title: Manager Dated: January 9, 2002 Comvest Management, LLC By: /S/ Michael S. Falk Name: Michael S. Falk Title: Manager Dated: January 9, 2003 Commonwealth Associates, LP By: Commonwealth Associates Management Company, Inc., Its General Partner By: /S/ Inder Tallur Name: Inder Tallur Title: President Dated: January 9, 2003 Commonwealth Associates Management Company, Inc. By: /S/ Inder Tallur Name: Inder Tallur Title: Secretary <page> Dated: January 9, 2003 Commonwealth Associates Group Holdings, LLC By: /S/ Michael S. Falk Name: Michael S. Falk Title: Manager Dated: January 9, 2003 Commonwealth Associates Liquidation, LLC By: Commonwealth Associates Management Company, Inc., Its Manager By: /S/ Inder Tallur Name: Inder Tallur Title: Secretary Dated: January 9, 2003 By: /S/ Michael S. Falk Michael S. Falk

from SC 13D 17 pages Common Stock Purchase Agreement

from S-1/A ~20 pages Underwriting agreement