Exhibit
4.3


THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE
TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH
RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER
THE SECURITIES ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER
NOR IS SUCH TRANSFER IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS.  THIS LEGEND SHALL BE ENDORSED UPON ANY
WARRANT ISSUED IN EXCHANGE FOR THIS WARRANT OR ANY SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF THIS WARRANT.


WARRANT TO PURCHASE
COMMON STOCK


OF


INTRAWARE, INC.


No. AW02-1A


This
is to Certify That, FOR VALUE RECEIVED, ___________________, or assigns (the
“Holder”), is entitled to purchase, subject to the provisions of this warrant
___________________ fully paid, validly issued and nonassessable shares of
common stock of the Company (the “Common Stock”) at a per share price
equal to the Exercise Price, subject to adjustment as set forth herein. The
number of shares of Common Stock to be received upon the exercise of this Warrant
and the price to be paid for each share may be adjusted from time to time as
hereinafter set forth. This Warrant, together with warrants of like tenor,
constituting in the aggregate warrants (the “Warrants”) to purchase up
to 62,040 shares of Common Stock, is being issued pursuant to a placement
agency agreement between the Company and Commonwealth Associates, L. P. in
connection with a private placement of the Company’s securities (the “Private
Placement”).


(a)           DEFINITIONS.  As used herein, the following terms shall
have the following meanings, unless the context shall otherwise require:


(1)           “Common
Stock” shall mean stock of the Company of any class, whether now or hereafter
authorized, which has the right to participate in the distributions of earnings
and assets of the Company without limit as to amount or percentage, which at
the date hereof consists of 250,000,000 authorized shares of Common Stock.


(2)           “Exercise
Date” shall mean, as to any Warrant, the date on which the Warrant Agent shall
have received both (a) the certificate representing such Warrant (the “Warrant
Certificate”), with the exercise form thereon duly executed by the Registered
Holder thereof or his attorney duly authorized in writing, and (b) if payment
is to be made in cash, cash or an official bank or certified check made payable
to the Company, of an amount in lawful money of the United States of America
equal to the Exercise Price.


(3)           “Exercise
Price” shall mean the purchase price to be paid upon exercise of each Warrant
in accordance with the terms hereof, which price shall be $1.19, subject to
adjustment from time to time pursuant to the provisions of Section (f) hereof
and subject further to the Company’s right to reduce the Exercise Price upon
notice to all Registered Holders.


 


 

















 


(4)           “Initial
Warrant Exercise Date” shall mean shall mean May 24, 2002.


(5)           “Registered
Holder” shall mean the person in whose name any Warrants shall be registered on
the books maintained by the Company pursuant to Section (d).


(6)           “Warrant
Expiration Date” shall mean 5:00 P.M. 
(New York time) on May 24, 2007; provided that if such date shall in the
State of New York be a holiday or a day on which banks are authorized to close,
then 5:00 P.M.  (New York time) on the
next following day which in the State of New York is not a holiday or a day on
which banks are authorized to close. 
Upon notice to all Registered Holders the Company shall have the right
to extend the Warrant Expiration Date.


(7)           “Warrant
Shares” shall mean the shares of Common Stock deliverable upon exercise of the
Warrants, as adjusted from time to time.


(b)           EXERCISE OF
WARRANTS


(1)           Each
Warrant may be exercised by the Registered Holder thereof at any time on or
after the Initial Warrant Exercise Date, but not after the Warrant Expiration
Date, upon the terms and subject to the conditions set forth herein.  A Warrant shall be deemed to have been
exercised immediately prior to the close of business on the Exercise Date and
the person entitled to receive the securities deliverable upon such exercise
shall be treated for all purposes as the holder upon exercise thereof as of the
close of business on the Exercise Date. 
As soon as practicable on or after the Exercise Date the Company shall
deposit the proceeds received from the exercise of a Warrant, and promptly
after clearance of checks received in payment of the Exercise Price pursuant to
such Warrants, issue and deliver to the person or persons entitled to receive
the same a certificate or certificates for the securities deliverable upon such
exercise (plus a certificate for any remaining unexercised Warrants of the
Registered Holder).


(2)           The
Registered Holder may, at its option, exchange this Warrant on a cashless
basis, in whole or in part (a “Warrant Exchange”), into the number of Warrant
Shares determined in accordance with this Section (b)(2), by surrendering the
Warrant Certificate at the principal office of the Company or at the office of
its stock transfer agent, accompanied by an irrevocable notice stating such
Registered Holder’s intent to effect such exchange, the number of Warrant
Shares to be exchanged and the date of the notice of such intent to exchange
(the “Notice of Exchange”).  The
Registered Holder may send a Notice of Exchange to the Company prior to the
Initial Warrant Exercise Date. The Warrant Exchange shall take place on the
date the Notice of Exchange is received by the Company (the “Exchange
Date”).  Certificates for the shares
issuable upon such Warrant Exchange and, if applicable, a new warrant of like
tenor evidencing the balance of the shares remaining subject to such Warrant,
shall be issued as of the Exchange Date and delivered to the Registered Holder
as soon as is reasonably practicable following the Exchange Date.  In connection with any Warrant Exchange, a
Warrant shall represent the right to subscribe for and acquire the number of
Warrant Shares (rounded to the next highest integer) equal to (i) the number of
Warrant Shares specified by the Registered Holder in its Notice of Exchange
(the “Total Number”) less (ii) the number of Warrant Shares equal to the
quotient obtained by dividing (x) the product of the Total Number and the
existing Exercise Price by (y) the current market value of a share of Common
Stock as set forth below:


 


 


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(A)          If the Common Stock is listed on a
national securities exchange or admitted to unlisted trading privileges on such
exchange or listed for trading on the Nasdaq Stock Market (“Nasdaq”), the
current market value shall be the highest closing price of the Common Stock on
such exchange or market for the five trading days preceding the date of the
Notice of Exchange;


(B)           If the Common Stock is not so listed
or admitted to unlisted trading privileges, the current market value shall be
the average of the last reported bid and asked prices reported by the National
Quotation Bureau, Inc. for the five business days preceding the date of the
Notice of Exchange; or


(C)           If the Common Stock is not so listed
or admitted to unlisted trading privileges and bid and asked prices are not so
reported, the current market value shall be an amount determined in such
reasonable manner as may be prescribed by the Board of Directors of the
Company.


(c)           RESERVATION
OF SHARES; LISTING; PAYMENT OF TAXES; ETC.


(1)           The
Company covenants that it will at all times reserve and keep available out of
its authorized Common Shares, solely for the purpose of issue upon exercise of
Warrants, such number of Common Shares as shall then be issuable upon the
exercise of all outstanding Warrants. 
The Company covenants that all Common Shares which shall be issuable
upon exercise of the Warrants and payment of the Exercise Price shall, at the
time of delivery, be duly and validly issued, fully paid, nonassessable and
free from all taxes, liens and charges with respect to the issue thereof (other
than those which the Company shall promptly pay or discharge).


(2)           The
Company will use reasonable efforts to obtain appropriate approvals or
registrations under state “blue sky” securities laws with respect to the
exercise of the Warrants; provided, however, that the Company shall not be
obligated to file any general consent to service of process or qualify as a
foreign corporation in any jurisdiction. 
With respect to any such securities laws, however, Warrants may not be
exercised by, nor Common Shares issued to, any Registered Holder in any state
or province in which such exercise would be unlawful.


(3)           The
Company shall pay all documentary, stamp or similar taxes and other governmental
charges that may be imposed with respect to the issuance of Warrants, or the
issuance, or delivery of any shares upon exercise of the Warrants; provided,
however, that if the Common Shares are to be delivered in a name other than the
name of the Registered Holder of the Warrant Certificate representing any
Warrant being exercised, then no such delivery shall be made unless the person
requesting the same has paid to the Company the amount of transfer taxes or
charges incident thereto, if any.


(d)           EXCHANGE,
TRANSFER OR ASSIGNMENT.  This
Warrant is exchangeable, without expense, at the option of the Holder, upon
presentation and surrender hereof to the Company for other warrants of
different denominations entitling the holder thereof to purchase in the aggregate
the same number of Common Shares purchasable hereunder.   Upon surrender of this Warrant to the
Company at its principal office with the Assignment Form annexed hereto duly
executed and funds sufficient to pay any transfer tax, the Company shall,
without charge, execute and deliver a new Warrant in the name of the assignee
named in such 


 


 


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instrument of assignment and this Warrant shall
promptly b¶e canceled.  This Warrant may
be divided or combined with other warrants which carry the same rights upon
presentation hereof at the principal office of the Company, together with a
written notice specifying the names and denominations in which new Warrants are
to be issued and signed by the Holder hereof. 
The term “Warrant” as used herein includes any Warrants into which this
Warrant may be divided or exchanged.


(e)           LOSS OR
MUTILATION.  Upon receipt by
the Company of evidence satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and (in the case of loss, theft or destruction) of
reasonably satisfactory indemnification, and upon surrender and cancellation of
this Warrant, if mutilated, the Company will execute and deliver a new Warrant
of like tenor and date.  Any such new Warrant
executed and delivered shall constitute an additional contractual obligation on
the part of the Company, whether or not this Warrant so lost, stolen,
destroyed, or mutilated shall be at any time enforceable by anyone.


(f)            ANTI-DILUTION
PROVISIONS.  The Exercise
Price in effect at any time and the number and kind of securities purchasable
upon the exercise of the Warrants shall be subject to adjustment from time to
time in accordance with the terms set forth in Section 8 of the Warrant
Agreement dated May 24, 2002 between the Company and Commonwealth Associates,
L.P. entered into in connection with the Private Placement, which Section 8 is
incorporated herein by reference in its entirety.


(g)           FRACTIONAL
WARRANTS AND FRACTIONAL SHARES.  If
the number of Common Shares purchasable upon the exercise of each Warrant is
adjusted pursuant to Section (f) hereof, the Company shall nevertheless not be
required to issue fractions of shares, upon exercise of the Warrants or
otherwise, or to distribute certificates that evidence fractional shares.  With respect to any fraction of a share
called for upon any exercise hereof, such fraction shall be rounded down to the
nearest whole share.


(h)           WARRANT
HOLDERS NOT DEEMED STOCKHOLDERS. 
No holder of Warrants shall, as such, be entitled to vote or to receive
dividends or be deemed the holder of Common Shares that may at any time be
issuable upon exercise of such Warrants for any purpose whatsoever, nor shall
anything contained herein be construed to confer upon the holder of Warrants,
as such, any of the rights of a stockholder of the Company or any right to vote
for the election of directors or upon any matter submitted to stockholders at
any meeting thereof, or to give or withhold consent to any corporate action
(whether upon any recapitalization, issue or reclassification of stock, change
of par value or change of stock to no par value, consolidation, merger,
arrangement or conveyance or otherwise), or to receive notice of meetings, or
to receive dividends or subscription rights, until such Holder shall have
exercised such Warrants and been issued Common Shares in accordance with the
provisions hereof.


(i)            AGREEMENT OF
WARRANT HOLDERS.  Every
holder of a Warrant, by his acceptance thereof, consents and agrees with the
Company and every other holder of a Warrant that:


(1)           The
Warrants are transferable only on the registry books of the Company by the
Registered Holder thereof in person or by his attorney duly authorized in
writing and only if the Warrant Certificates representing such Warrants are
surrendered at the office of the 


 


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Company, duly endorsed or accompanied by a proper
instrument of transfer satisfactory to the Company in its sole discretion,
together with payment of any applicable transfer taxes; and


(2)           The
Company may deem and treat the person in whose name the Warrant Certificate is
registered as the holder and as the absolute, true and lawful owner of the
Warrants represented thereby for all purposes, and the Company shall not be
affected by any notice or knowledge to the contrary, except as otherwise
expressly provided for herein.


(j)            MODIFICATION
OF AGREEMENT.  The provisions
of this Warrant may from time to time be amended, modified or waived, if such
amendment, modification or waiver is applicable to all of the Warrants and is
in writing and consented to by the Company and the holders of at least a
majority of the outstanding Warrants and such amendment, modification or waiver
shall be binding upon the holder of this Warrant (and any assignee thereof)
regardless of whether the holder consented to such amendment, modification or
waiver; provided that nothing shall prevent the Company and a Registered Holder
from consenting to modifications to this Agreement which affect or are
applicable to such Registered Holder only.


(k)           NOTICES.  All notices, requests, consents and other
communications hereunder shall be in writing and shall be deemed to have been
made when delivered or mailed first class registered or certified mail, postage
prepaid as follows:  if to the
Registered Holder of a Warrant Certificate, at the address of such holder as
shown on the registry books maintained by the Company; if to the Company, if to
the Company, at 25 Orinda Way, Orinda, California 94563, Attention: John Moss;
and if to the Holder, c/o Commonwealth Associates, L.P. at 830 Third Avenue,
New York, New York 10022, Attention: Carl Kleidman.


(l)            GOVERNING
LAW.  This Agreement shall be
governed by and construed in accordance with the laws of the State of New York.


(m)          BINDING
EFFECT.  This Agreement shall
be binding upon and inure to the benefit of the Company  (and its respective successors and assigns)
and the holders from time to time of the Warrants.  Nothing in this Agreement is intended or shall be construed to
confer upon any other person any right, remedy or claim, in equity or at law,
or to impose upon any other person any duty, liability or obligation.


(n)           TERMINATION.  This Agreement shall terminate on the
earlier to occur of (i)  the close of
business on the second day following the Warrant Expiration Date; or (ii) the
date upon which all Warrants represented hereby have been exercised.


(o)           COUNTERPARTS.  This Agreement may be executed in several
counterparts, which taken together shall constitute a single document.


(p)           REGISTRATION
RIGHTS. The holders of the Warrants and the Warrant Shares or their
transferees shall have the registration rights set forth in the Registration
Rights Agreement dated May 24, 2002 among the Company, Commonwealth Associates,
L.P. and each of the investors in the Private Placement, which agreement is
incorporated herein by reference in its entirety.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement to be
duly executed as of the 24th day of May, 2002.


 


	
   

  	
  INTRAWARE, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


 


 


 


 


 


 


 


 


 


 


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EXERCISE FORM


Dated
____________________


(1)  The
undersigned hereby irrevocably elects to exercise the within Warrant to the
extent of purchasing             shares of Common Stock of Intraware, Inc. (or
such number of shares or other securities or property to which the undersigned
is entitled in lieu thereof or in addition thereto under the provisions of the
Warrant).


(2)  The
undersigned elects to exercise the within Warrant on a cashless basis pursuant
to the provisions of Section (b)(2) of the Warrant by checking below:


______
check if cashless exercise; or


(3)  The
undersigned encloses herewith a bank draft, certified check or money order
payable to the Company in payment of the exercise price determined under, and
on the terms specified in, the Warrant.


(4)  The
undersigned hereby irrevocably directs that the said shares be issued and
delivered as follows:


 


	
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  Signature of Subscriber

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  



 


 


 


 


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ASSIGNMENT FORM


FOR VALUE RECEIVED,                                     hereby sells, assigns and transfers unto


 


	
  Name  

  	
   

  	
   

  
	
  (Please typewrite or print in block letters)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
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the right to purchase shares of Common Stock represented by this Warrant
to the extent of         shares as to which such right is exercisable
and does hereby irrevocably constitute and appoint ______________ Attorney, to
transfer the same on the books of the Company with full power of substitution
in the premises.


 


	
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