(b) As described in further detail below under Item 8.01 of this Current Report on Form 8-K, on January 7, 2009, Intraware, Inc. (the "Company") closed the previously announced merger (the "Merger") between the Company and Indians Merger Corp. ("Merger Sub"), a wholly-owned direct subsidiary of Acresso Software Inc. ("Acresso"). Effective upon the closing of the Merger, all of the existing directors of the Company resigned as members of the Board of Directors of the Company.

(e) On January 5, 2009, the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee") approved bonus payments for the Company's third and fourth quarters of fiscal year 2009 under the Company's 2009 Performance Bonus Plan (the "Plan") for its named executive officers and certain other employees of the Company. The bonus amounts were based primarily on the achievement of specific performance targets related to the Company's financial and operating results with respect to such quarters. The bonus payments made with respect to the fourth quarter of fiscal year 2009 were made on a pro rated basis based on the completed portion of such quarter and the Company's projected quarterly performance based on its results as of the approval date. In addition, the Compensation Committee determined that those portions of the amounts that were previously awarded to the Company's named executive officers under the Plan for the first and second quarters of fiscal year 2009 but for which payment had previously been withheld pending the Company's financial and operating results for fiscal year 2009 (the "Holdback Amounts") were payable in accordance with the terms of the Plan.

The following table sets forth the approved bonus amounts and Holdback Amounts for the Company's named executive officers:

Named Executive                                     Third Quarter     Fourth Quarter      Holdback
Officer                         Position               FY 2009            FY 2009         Amounts
Peter H. Jackson          President and Chief
                          Executive Officer        $        30,202    $        10,563    $    5,003
Wendy A. Nieto            Executive Vice
                          President and Chief
                          Financial Officer        $        23,625    $         8,313    $    3,938
Justin Benson             Senior Vice President
                          of Business
                          Development and Sales    $        20,000    $         7,037    $    3,333

As previously disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2008, the Compensation Committee has adopted an Employee Retention Plan in connection with the Merger. On January 5, 2009, the Compensation Committee allocated a payment of $25,000 to Justin Benson, the Company's Senior Vice President of Business Development and Sales, under the Employee Retention Plan, subject to the terms and conditions of the Employee Retention Plan.

(d) On January 7, 2008 and in connection with the closing of the Merger, the Company caused the listing of its Common Stock to be withdrawn from The Nasdaq Stock Market. As a result of this delisting, shares of Common Stock of the Company will no longer trade on The Nasdaq Stock Market. In addition, the Company will no longer file periodic reports with the Securities and Exchange Commission as a result of the closing of the Merger.

At a special meeting of stockholders held on January 6, 2009, the stockholders of the Company adopted the Agreement and Plan of Merger, dated as of October 20, 2008, by and among the Company, Acresso and Merger Sub, which provides for the Merger.

On January 7, 2009, the Company closed the Merger. Upon the closing of the Merger, shares of Common Stock and Series A Preferred Stock of the Company were canceled and automatically converted into the right to receive $4.00 in cash, without interest, and shares of Series B Preferred Stock of the Company were canceled and automatically converted into the right to receive $6,000.00 in cash, without interest, or $6.00 per share on an as converted to Common Stock basis.