INDEMNITY AGREEMENTIndemnity Agreement • February 4th, 2005 • Rackable Systems, Inc. • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into this day of , 2005 by and between RACKABLE SYSTEMS, INC., a Delaware corporation (the “Corporation”), and (“Agent”).
Loan and Security AgreementSecurity Agreement • February 4th, 2005 • Rackable Systems, Inc. • California
This Intellectual Property Security Agreement is entered into as of December 17, 2002 by and between SILICON VALLEY BANK (“Secured Party”) and Rackable Systems, Inc. (“Grantor”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 4th, 2005 • Rackable Systems, Inc. • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 23, 2002, between Rackable Systems, Inc., a Delaware corporation (formerly known as Rackable Corporation) (the “Company”) and Nikolai Gallo (“Executive”).
SECURITIES PURCHASE AGREEMENT BY AND AMONG RACKABLE CORPORATION AND THE OTHER PURCHASERS SET FORTH HEREIN DATES AS OF DECEMBER 23, 2002Securities Purchase Agreement • February 4th, 2005 • Rackable Systems, Inc. • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of December 23, 2002, by and among Rackable Corporation, a Delaware corporation (the “Company”) and each of the Persons named in Exhibit A hereto (each, individually, a “Purchaser” and collectively, the “Purchasers”). The Company and the Purchasers are referred to herein collectively as the “Parties.”
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • February 4th, 2005 • Rackable Systems, Inc. • Delaware
This Stock Repurchase Agreement (the “Agreement”) is entered into as of February 2, 2005 between Jack Randall, an individual (“Seller”), and Rackable Systems, Inc. (f/k/a Rackable Corporation), a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTOption Agreement • February 4th, 2005 • Rackable Systems, Inc. • California
THIS OPTION AGREEMENT (this “Agreement”) is made as of December 23, 2002, by and between Rackable Systems, Inc., a Delaware corporation (f/k/a Rackable Corporation) (the “Company”) and Todd Ford (“Executive”). Any capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in Section 2 hereof.
RACKABLE SYSTEMS, INC. (f/k/a RACKABLE CORPORATION) DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • February 4th, 2005 • Rackable Systems, Inc. • Delaware
THIS DEFERRED COMPENSATION AGREEMENT (this “Agreement”) is made and entered into as of December 23, 2002, by and between Todd Ford (the “Executive”) and Rackable Systems, Inc. (f/k/a Rackable Corporation), a Delaware corporation (the “Company”). This Agreement is intended to provide compensation to the Executive. In consideration for the services you have provided to the Company, and as payment in full for such services, the Company and the Executive hereto agree as follows:
REPURCHASE AGREEMENTRepurchase Agreement • February 4th, 2005 • Rackable Systems, Inc. • Delaware
This REPURCHASE AGREEMENT (this “Agreement”) is made and shall become effective as of October 4, 2004, by and among Rackable Systems, Inc., a Delaware corporation (f/k/a Rackable Corporation) (the “Company”), and Rackable Investment LLC, a Delaware limited liability company (“Investor”).
RACKABLE SYSTEMS, INC. REGISTRATION AGREEMENTRegistration Agreement • February 4th, 2005 • Rackable Systems, Inc. • Delaware
THIS REGISTRATION AGREEMENT (this “Agreement”) is made as of December 23, 2002, by and among Rackable Systems, Inc., a Delaware corporation (formerly known as Rackable Corporation) (the “Company”), the Persons listed from time to time on the Investor Registrable Securities Schedules attached hereto, (collectively, the “Investor”), Giovani Coglitore, Nikolai Gallo, and Jack Randall (the “Founders”) and each of the holders of Registrable Securities who may from time to time become a party hereto by executing a counterpart to this Agreement.
FOUNDERS REPURCHASE AND RIGHTS AGREEMENTFounders Repurchase and Rights Agreement • February 4th, 2005 • Rackable Systems, Inc. • Delaware
THIS FOUNDERS REPURCHASE AND RIGHTS AGREEMENT (the “Agreement”) is made as of December 23, 2002, by and among RACKABLE CORPORATION, a Delaware corporation (the “Company”), RACKABLE SYSTEMS, INC., a Delaware corporation (“Rackable”), RACKABLE INVESTMENT LLC, a Delaware limited liability Company (the “Purchaser”) and each of the Persons listed on EXHIBIT A attached hereto (each, a “Founder” and collectively the “Founders”). All capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Asset Acquisition Agreement (as defined below).
Rackable Systems, Inc. letterhead]Rackable Systems, Inc. • February 4th, 2005
As you are aware, Rackable Systems, Inc. (the “Company”) is in the process of undertaking an initial public offering of its common stock. In connection therewith, the Company has determined that it is necessary and advisable that the Company and Rackable Investment LLC (“RI LLC”) enter into this agreement, to which RI LLC agrees. In addition, each of Giovanni Coglitore, Nikolai Gallo and Jack Randall (collectively, the “Founders”), in order to induce the Company and RI LLC to enter into this agreement, agree to become parties hereto and to consent to the terms hereof. As a result, in consideration of the mutual promises and covenants set forth below, the receipt and sufficiency of which are hereby acknowledged, RI LLC, the Company and the Founders agree as follows:
AMENDMENT TO DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • February 4th, 2005 • Rackable Systems, Inc. • Delaware
This AMENDMENT TO DEFERRED COMPENSATION AGREEMENT (the “Amendment”) is entered into as of September 30, 2004, by and among RACKABLE SYSTEMS, INC., a Delaware corporation (the “Company”) and Tom Barton (the “Executive”).
AMENDMENT TO DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • February 4th, 2005 • Rackable Systems, Inc. • Delaware
This AMENDMENT TO DEFERRED COMPENSATION AGREEMENT (the “Amendment”) is entered into as of September 30, 2004, by and among RACKABLE SYSTEMS, INC., a Delaware corporation (the “Company”) and Todd Ford (the “Executive”).
FIRST AMENDMENTFirst Amendment • February 4th, 2005 • Rackable Systems, Inc.
THIS FIRST AMENDMENT (this “Amendment”) is made and entered into as of the 22nd day of April, 2004, by and between EOP-INDUSTRIAL PORTFOLIO, L.L.C., a Delaware limited liability company (“Landlord”), and RACKABLE SYSTEMS, INC., a Delaware corporation (“Tenant”).
Rackable Systems, Inc. San Jose, CA 95131Letter Agreement • February 4th, 2005 • Rackable Systems, Inc. • Massachusetts
AGREEMENT FOR SALE OF COMPANY WARRANT AGREEMENTAgreement for Sale of Company Warrant Agreement • February 4th, 2005 • Rackable Systems, Inc. • California
This Agreement for Sale of Company Warrant Agreement (this “Agreement”) is made and entered into as of December 31, 2004 by and among Rackable Systems, Inc. (f/k/a Rackable Corporation), a Delaware corporation (“Company”), Rackable Investment LLC, a Delaware limited liability company (“Investment LLC”) and Giovanni Coglitore, Nikolai Gallo and Jack Randall, as holders of a majority in interest of the Company Warrant Agreement (as defined below). Giovanni Coglitore, Nikolai Gallo and Jack Randall may be referred to collectively as the “Founders.”
TERMINATION AGREEMENTTermination Agreement • February 4th, 2005 • Rackable Systems, Inc. • Massachusetts
This TERMINATION AGREEMENT (the “Termination Agreement”) is entered into as of September 28, 2004, by and among RACKABLE SYSTEMS, INC., a Delaware corporation (the “Company”) and Parthenon Capital, LLC (“Parthenon”).
AMENDMENT NO. 1 to the RACKABLE SYSTEMS, INC. REGISTRATION AGREEMENTRegistration Agreement • February 4th, 2005 • Rackable Systems, Inc. • Delaware
THIS AMENDMENT No. 1 to the Rackable Systems, Inc. Registration Agreement (this “Amendment”) is made effective as of February 2, 2005 by and among Rackable Systems, Inc. (f/k/a Rackable Corporation), a Delaware corporation (the “Company”), Rackable Investment LLC, a Delaware limited liability company (the “Investor”) and Giovanni Coglitore, Nikolai Gallo and Jack Randall. All capitalized terms not defined herein shall have the meanings set forth in the Registration Agreement.
ASSET ACQUISITION AGREEMENT BY AND BETWEEN RACKABLE SYSTEMS, INC. AND RACKABLE CORPORATION DATED AS OF DECEMBER 23, 2002Asset Acquisition Agreement • February 4th, 2005 • Rackable Systems, Inc. • Delaware
This ASSET ACQUISITION AGREEMENT (this “Agreement”) is made as of December 23, 2002, by and among Rackable Systems. Inc., a Delaware corporation (the “Company”), Rackable Corporation, a Delaware corporation (the “Acquiror”) and each of Giovanni Coglitore, Nikolai Gallo and Jack Randall (each a “Founder,” and, collectively, the “Founders”). The Company and the Acquiror are referred to herein collectively as the “Parties.”
STOCKHOLDERS VOTING AGREEMENTStockholders Voting Agreement • February 4th, 2005 • Rackable Systems, Inc. • Delaware
THIS STOCKHOLDERS VOTING AGREEMENT (this “Agreement”) is made as of December 23, 2002, by and among (i) Rackable Corporation, a Delaware Corporation (the “Company”), (ii) Rackable Systems, Inc., a Delaware corporation (“Rackable”), (iii) Rackable Investment LLC, a Delaware limited liability company (the “Investor Stockholder”), and the other persons who may become signatory hereto (the “Other Stockholders”). The Investor Stockholder, Rackable and the Other Stockholders are sometimes referred to herein collectively as the “Stockholders” and individually as a “Stockholder.” Capitalized terms used but not otherwise defined herein have the meanings given to such terms in Section 2 hereof.
COMPANY WARRANT AGREEMENTCompany Warrant Agreement • February 4th, 2005 • Rackable Systems, Inc. • Delaware
For the purposes of clarity, and without limiting the generality of the foregoing, the Company shall issue up to four Company Warrants hereunder depending on the number of Target Levels which have been achieved (assuming, in calculating whether a given Target Level is achieved, that the Company warrant applicable to such Target Level was (and the Company Warrants, if any, which would be issued at all lower Target Levels were) issued, outstanding and exercised prior to making such calculation).
