EXHIBIT 1.1 5,000,000 Shares RAINMAKER SYSTEMS, INC. COMMON STOCK UNDERWRITING AGREEMENT Dated _________, 1999 TABLE OF CONTENTSUnderwriting Agreement • November 12th, 1999 • Rainmaker Systems Inc • Services-business services, nec • New York
THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into --------- this ___ day of _________, ____, between Rainmaker Systems, Inc., a Delaware corporation (the "Company"), and ____________ ("Indemnitee"). ------- ----------Indemnification Agreement • October 22nd, 1999 • Rainmaker Systems Inc • Services-business services, nec • Delaware
EXHIBIT 99.3 RAINMAKER SYSTEMS, INC. STOCK OPTION AGREEMENT ---------------------- RECITALS -------- A. The Board has adopted the Plan for the purpose of retaining the services of selected Employees, non-employee members of the Board (or the board of...Stock Option Agreement • June 14th, 2001 • Rainmaker Systems Inc • Services-management services • California
Exhibit 10.28Master Agreement • August 10th, 2001 • Rainmaker Systems Inc • Services-management services • California
EXHIBIT 10.26 AMENDMENT NO. 1 TO INTERNET APPLICATIONS DIVISION (IAD) RESELLER AGREEMENT AND OUTSOURCING ADDENDUM This Amendment No, 1 ("Amendment"), effective February 5, 2001, ("Effective Date") is made by and between Sybase, Inc. ("Sybase") and...Reseller Agreement • May 2nd, 2001 • Rainmaker Systems Inc • Services-management services
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 18th, 2004 • Rainmaker Systems Inc • Services-management services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 10, 2004, by and among ABS Capital Partners III, L.P., Tarantella, Inc. (each a “Seller” and collectively the “Sellers” ), Rainmaker Systems, Inc., a Delaware corporation (the “Company”), the purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”) and SDS Capital Group SPC, Ltd. (the “Existing Holder”).
FORM OF INDENTURE TO BE ENTERED INTO BETWEEN THE COMPANY AND THE TRUSTEE RAINMAKER SYSTEMS, INC. INDENTURE Dated as of [ ], 200[ ] Trustee SENIOR DEBT SECURITIESIndenture • January 28th, 2011 • Rainmaker Systems Inc • Services-management services • New York
Indenture dated as of [ ], 200[ ], between Rainmaker Systems, Inc., a Delaware corporation (the “COMPANY”), and [ ], a [ ] banking association (the “TRUSTEE”).
RAINMAKER SYSTEMS, INC. BRIDGE BANK, NATIONAL ASSOCIATION LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 8th, 2009 • Rainmaker Systems Inc • Services-management services • California
This LOAN AND SECURITY AGREEMENT is entered into as of November 17, 2009, by and between BRIDGE BANK, NATIONAL ASSOCIATION (“Bank”) and RAINMAKER SYSTEMS, INC. (“Borrower”).
AGREEMENT --------- In consideration of the mutual covenants contained in this Agreement and for other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties agree as follows:Outsourcing Services Agreement • November 12th, 1999 • Rainmaker Systems Inc • Services-business services, nec • California
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 19th, 2014 • Rainmaker Systems Inc • Services-management services • California
RAINMAKER SYSTEMS, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 2012 • Rainmaker Systems Inc • Services-management services • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of June 14, 2012, by and between Comerica Bank (“Bank”) and Rainmaker Systems, Inc. (“Borrower”).
RAINMAKER SYSTEMS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 23rd, 2007 • Rainmaker Systems Inc • Services-management services • New York
Rainmaker Systems, Inc., a Delaware corporation (the “Company”), proposes to issue and sell 3,500,000 shares (the “Company Firm Shares”) of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), and the stockholders of the Company named in Schedule I hereto (the “Selling Stockholders”) propose to sell an aggregate of 665,690 shares (the “Selling Stockholder Firm Shares”) of Common Stock, in each case to you and to the several other Underwriters named in Schedule II hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”). The Company has also agreed to grant to you and the other Underwriters an option (the “Option”) to purchase up to an additional 624,853 shares of Common Stock, on the terms and for the purposes set forth in Section 1(b) (the “Option Shares”). The Company Firm Shares and the Selling Stockholder Firm Shares are referred to collectively herein as the “Firm Shares,” and the Firm Share
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 20th, 2007 • Rainmaker Systems Inc • Services-management services • California
RAINMAKER SYSTEMS, INC. EXECUTIVE EMPLOYMENT AGREEMENT WITH MARK de la VEGA with Section 409A of the Internal Revenue CodeExecutive Employment Agreement • January 7th, 2009 • Rainmaker Systems Inc • Services-management services
WHEREAS, Rainmaker Systems, Inc. (“Company”) and Mark de la Vega (“Executive”) entered an Executive Employment Agreement (“Agreement”) dated June 9, 2008; and
January 2, 2001Services Sales Outsourcing Partner Agreement • November 14th, 2002 • Rainmaker Systems Inc • Services-management services
This amendment to the Services Sales Outsourcing Partner Agreement, dated 10/1/00 between Rainmaker Systems, Inc and Hewlett-Packard Company, is effective as of 1/2/01.
FORM OF INDENTURE TO BE ENTERED INTO BETWEEN THE COMPANY AND THE TRUSTEE RAINMAKER SYSTEMS, INC.Indenture • January 10th, 2007 • Rainmaker Systems Inc • Services-management services • New York
Indenture dated as of [ ], 200[ ], between Rainmaker Systems, Inc., a Delaware corporation (the “COMPANY”), and [ ], a [ ] banking association (the “TRUSTEE”).
ContractMaster Purchase Agreement • September 30th, 2009 • Rainmaker Systems Inc • Services-management services • California
This Master Purchase Agreement is made as of February 14, 2006 (“Effective Date”) between SUN MICROSYSTEMS, INC., a Delaware corporation with its address at 4150 Network Circle, Santa Clara, CA 95054 (“Sun”) and Rainmaker Systems, Inc., a Delaware corporation with its address at 900 East Hamilton, Suite 400, Campbell, CA 95008 (“Supplier”).
Second Amendment to Lease AgreementLease Agreement • November 13th, 2009 • Rainmaker Systems Inc • Services-management services
This Second Amendment to Lease Agreement (the “Amendment”) is made and entered into as of October 14, 2009, by and between LEGACY III CAMPBELL, LLC, a Delaware limited liability company (“Landlord”), and RAINMAKER SYSTEMS, INC., a Delaware corporation (“Tenant”), with reference to the following facts.
AMENDMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2005 • Rainmaker Systems Inc • Services-management services • California
This Amendment of Employment Agreement (“Amendment”) is made and entered into as of February 24, 2005 by and between Rainmaker Systems, Inc. a Delaware corporation (the “Company”), and Martin D. Hernandez (“Employee”), for the purpose of amending the Employment Agreement dated as of January 1, 2001 by and between the Company and Employee (the “Employment Agreement”). Capitalized terms not otherwise defined have the meaning ascribed to such terms in the Employment Agreement.
MODIFICATION TO BUSINESS LOAN AGREEMENTBusiness Loan Agreement • November 4th, 2008 • Rainmaker Systems Inc • Services-management services
THIS MODIFICATION TO BUSINESS LOAN AGREEMENT (this “Modification Agreement”) is dated as of October 10, 2008 and is entered into between RAINMAKER SYSTEMS, INC., a Delaware corporation (the “Borrower”), and BRIDGE BANK, a National Association (the “Lender”).
STOCK PURCHASE AGREEMENT AMONG THE SHAREHOLDERS OF QINTERACTION LIMITED, JAMES F. BERE, JR., AS REPRESENTATIVE, AND RAINMAKER SYSTEMS, INC. Dated July 19, 2007Stock Purchase Agreement • July 24th, 2007 • Rainmaker Systems Inc • Services-management services • Delaware
This STOCK PURCHASE AGREEMENT (“Agreement”) is made this 19th day of July 2007, by and among Rainmaker Systems, Inc., a Delaware corporation (“Buyer”), the shareholders of Qinteraction Limited, a Cayman Islands company (the “Company”) (each a “Seller” and, collectively, the “Sellers”), and James F. Bere, Jr., as representative of the Sellers (in such capacity, the “Representative”).
ASSET PURCHASE AGREEMENT AMONG VIEWCENTRAL, INC. DAN TOMPKINS, AS REPRESENTATIVE CERTAIN SHAREHOLDERS OF VIEWCENTRAL, INC. AND RAINMAKER SYSTEMS, INC. Dated September 1, 2006Asset Purchase Agreement • September 19th, 2006 • Rainmaker Systems Inc • Services-management services • Delaware
This ASSET PURCHASE AGREEMENT (“Agreement”) is made this 1st day of September 2006, by and among ViewCentral, Inc., a California corporation (“Seller”), Rainmaker Systems, Inc., a Delaware corporation (“Buyer”), Dan Tompkins, as representative of the shareholders of Seller (in such capacity, the “Representative”), and certain shareholders of Seller listed on the signature page hereto (each, a “Shareholder” and collectively, the “Shareholders”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 10th, 2006 • Rainmaker Systems Inc • Services-management services • California
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 7th day of February 2006 by and among Rainmaker Systems, Inc., a Delaware corporation (the “Company”), and the purchasers set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
EMPLOYMENT AGREEMENT[1]Employment Agreement • March 29th, 2002 • Rainmaker Systems Inc • Services-management services • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of January 1, 2001, by and between RAINMAKER SYSTEMS, INC., a Delaware corporation (the “Company”), and MARTIN D. HERNANDEZ (“Employee”).
MASTER SERVICES AGREEMENT OUTSOURCED SALES SERVICESMaster Services Agreement • August 14th, 2012 • Rainmaker Systems Inc • Services-management services • New York
THIS AGREEMENT (the “Agreement”) is made effective as of this 21st day of March, 2012, by and between Comcast Cable Communications Management, LLC., a Delaware Limited Liability Company, with offices at 1500 Market St, Philadelphia, PA 19102 ("Comcast") and Rainmaker Systems Inc., a Delaware corporation, with offices at 900 E Hamilton Ave., Se 400 Campbell, CA 95008 ("Vendor").
CONTACT CENTER MASTER SERVICES AGREEMENT Agreement # CW164810Contact Center Master Services Agreement • November 13th, 2009 • Rainmaker Systems Inc • Services-management services • New York
This Contact Center Master Services Agreement (“Agreement”) is entered into as of August 30, 2009 (“Effective Date”) by and between Rainmaker Systems, Inc., a Delaware corporation a (“Supplier”) at 900 E Hamilton Ave Ste 400, Campbell, CA, 95008-0670 and HEWLETT-PACKARD COMPANY, a Delaware corporation (“HP”) at 3000 Hanover Street, Palo Alto, CA, 94304-1112.
LOAN AND SECURITY MODIFICATION AGREEMENTLoan and Security Modification Agreement • October 4th, 2010 • Rainmaker Systems Inc • Services-management services
This Loan and Security Modification Agreement is entered into as of September 28, 2010, by and between Rainmaker Systems, Inc. (the “Borrower”) and Bridge Bank, National Association (“Lender”).
Addendum No. 1 to Master Purchase Agreement dated February 14, 2006 between RAINMAKER SYSTEMS, INC. and SUN MICROSYSTEMS, INC.Master Purchase Agreement • September 30th, 2009 • Rainmaker Systems Inc • Services-management services
This Addendum Number 1 (“Addendum”), effective the 31st day of March, 2009 (“Addendum 1 Effective Date”), is made by and between Rainmaker Systems, Inc., with a place of business at 900 East Hamilton, Suite 400, Campbell, CA 95008 (“Supplier”) and Sun Microsystems, Inc., with a place of business at 4150 Network Circle, Santa Clara, CA 95054 (“Sun”).
AMENDMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • February 5th, 2007 • Rainmaker Systems Inc • Services-management services • California
This Amendment of Employment Agreement (“Amendment”) is made and entered into as of February 1, 2007, by and between Rainmaker Systems, Inc., a Delaware corporation (the “Company”), and Michael Silton (“Employee”), for the purpose of amending the Employment Agreement dated as of January 1, 2001 by and between the Company and Employee, as amended by an Amendment of Employment Agreement dated as of February 24, 2005 (as so amended, the “Employment Agreement”). Capitalized terms not otherwise defined herein have the meaning ascribed to such terms in the Employment Agreement.
AMENDMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • February 5th, 2007 • Rainmaker Systems Inc • Services-management services • California
This Amendment of Employment Agreement (“Amendment”) is made and entered into as of February 1, 2007, by and between Rainmaker Systems, Inc., a Delaware corporation (the “Company”), and Ken Forbes (“Employee”), for the purpose of amending the Employment Agreement dated as of May 12, 2006 by and between the Company and Employee (the “Employment Agreement”). Capitalized terms not otherwise defined herein have the meaning ascribed to such terms in the Employment Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 10th, 2011 • Rainmaker Systems Inc • Services-management services • Texas
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 16th, 2006 • Rainmaker Systems Inc • Services-management services • California
OFFER TO LEASE BETWEEN RAINMAKER SYSTEMS (CANADA) LTD. AND 2748134 CANADA INC.Lease Agreement • October 7th, 2008 • Rainmaker Systems Inc • Services-management services
RAINMAKER SYSTEMS (CANADA) INC., (the “Tenant”) hereby offers to lease from you 2748134 CANADA INC. C/O HYPERTEC BCDR (the “Landlord”) the premises described below on the following terms and conditions:
EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2005 • Rainmaker Systems Inc • Services-management services • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of February 24, 2005, by and between RAINMAKER SYSTEMS, INC., a Delaware corporation (the “Company”), and STEVE VALENZUELA (“Employee”).
PURCHASE AGREEMENTPurchase Agreement • March 22nd, 2004 • Rainmaker Systems Inc • Services-management services • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 19th day of February, 2004 by and among Rainmaker Systems, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
