X0202 3 2004-02-03 0 0001025134 INTRAWARE INC ITRA 0001228958 PASSPORT MANAGEMENT LLC 402 JACKSON STREET . SAN FRANCISCO CA 94111 0 0 1 0 Common Stock 5975187 I See footnote 1 Common Stock 5975187 I See footnote(s) 1 and 2 Common Stock 5975187 I See footnote(s) 1, 3 and 4 The shares reported in this response are beneficially owned by Passport Master Fund LP (4,201,372 shares) and Passport Master Fund II, LP (1,773,815 shares), each organized as a British Virgin Islands international limited partnership (each, a "Partnership," together, the "Partnerships") and indirectly beneficially owned by Passport Management, LLC ("Passport"), the Partnership's investment adviser (5,975,187 shares), Passport Holdings, LLC, the general partner of each Partnership (5,975,187 shares), Ralph K. McCluskey, a natural person and control person and co-manager of Passport (5,975,187 shares) and John H. Burbank, a natural person and a control person and co-manager of Passport (5,975,187 shares). Pursuant to the operating agreement of Passport, Ralph K. McCluskey and John H. Burbank, in their separate capacities as control persons and co-managing partners of Passport, the managing member of Passport, are authorized, among other things, to indirectly and jointly direct the activities of Passport Management, LLC and, thereby, to invest the funds of the Partnerships in the common stock described herein as being indirectly beneficially owned by Passport. Pursuant to the operating agreement of Passport Capital, LLC, Ralph K. McCluskey does not have sole voting or dispositive power over the stock being reported herein. This joint filing on Form 3 shall not be deemed an admission that Mr. McCluskey is, for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise, the beneficial owner of any equity securities reported in this joint filing. Mr. McCluskey disclaims beneficial ownership of the shares being reported in this response except to the extent that he has an indirect pecuniary interest therein. Pursuant to the operating agreement of Passport Capital, LLC, John H. Burbank does not have sole voting or dispositive power over the stock being reported herein. This joint filing on Form 3 shall not be deemed an admission that Mr. Burbank is, for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise, the beneficial owner of any equity securities reported in this joint filing. Mr. Burbank disclaims beneficial ownership of the shares being reported in this response except to the extent that he has an indirect pecuniary interest therein. PASSPORT MANAGEMENT, LLC, By: Passport Capital, LLC, its managing member, By: John H. Burbank, its managing partner 2004-06-28 PASSPORT CAPITAL, LLC, By: John H. Burbank, its managing partner 2004-06-28 PASSPORT HOLDINGS, LLC, By: Passport Capital, LLC, its managing member, By: John H. Burbank, its managing partner 2004-06-28 PASSPORT MASTER FUND, LP, By: Passport Holdings, LLC, its GP, By: Passport Capital, LLC, its managing member, By: John H. Burbank, its managing partner 2004-06-28 PASSPORT MASTER FUND II, LP, By: Passport Holdings, LLC, its GP, By: Passport Capital, LLC, its managing member, By: John H. Burbank, its managing partner 2004-06-28 John H. Burbank 2004-06-28 Ralph J. McCluskey 2004-06-28