AGREEMENT AND PLAN OF MERGER BY AND AMONG RAINMAKER SYSTEMS, INC., CW ACQUISITION, INC., JEFFREY T. McELROY THE SHAREHOLDERS IDENTIFIED ON EXHIBIT A HERETO, AND QUARTER END, INC. Dated as of February 8, 2005Merger Agreement • February 11th, 2005 • Rainmaker Systems Inc • Services-management services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of February 8, 2005 (this “Agreement”), by and among RAINMAKER SYSTEMS, INC., a corporation organized under the laws of Delaware (“Parent”), CW ACQUISITION, INC., a corporation organized under the laws of Delaware and a wholly owned subsidiary of Parent (“Sub”), QUARTER END, INC., a corporation organized under the laws of Idaho (the “Company”), the individuals listed on Exhibit A (each, a “Shareholder” and collectively, the “Shareholders”) and Jeffrey T. McElroy (the “Representative”). Parent, Sub, the Company, the Shareholders and the Representative are herein referred to collectively as the “Parties” and individually as a “Party”.
