0001193125-05-142185 Sample Contracts

BUSINESS LOAN AGREEMENT (ASSET BASED)
Business Loan Agreement • July 14th, 2005 • Rainmaker Systems Inc • Services-management services • California

THIS BUSINESS LOAN AGREEMENT (ASSET BASED) dated June 14, 2005, is made and executed between RAINMAKER SYSTEMS, INC. (“Borrower”) and BRIDGE BANK, National Association (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement (“Loan”). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.

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BUSINESS LOAN AGREEMENT
Business Loan Agreement • July 14th, 2005 • Rainmaker Systems Inc • Services-management services • California

THIS BUSINESS LOAN AGREEMENT dated June 14, 2005, is made and executed between RAINMAKER SYSTEMS, INC. (“Borrower”) and BRIDGE BANK, National Association (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement (“Loan”). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.

FIFTH AMENDMENT TO LEASE
Lease • July 14th, 2005 • Rainmaker Systems Inc • Services-management services

This Fifth Amendment to Lease (this “Amendment”) is entered into as of the 1st day of June, 2005 by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust (“Landlord”), and SUNSET DIRECT, INC., an Idaho corporation (“Tenant”), formerly known as Quarter End, Inc.

GUARANTY
Guaranty • July 14th, 2005 • Rainmaker Systems Inc • Services-management services • Massachusetts

This is a guaranty (this “Guaranty”) dated as of June 1, 2005 from Rainmaker Systems, Inc., a Delaware corporation, having an address of 1800 Green Hills Road, Scotts Valley, California, 95066 (hereinafter called “Guarantor”), to Hub Properties Trust, a Maryland real estate investment trust having its principal place of business at c/o Reit Management & Research LLC, 400 Centre Street, Newton, Massachusetts 02458 (hereinafter called “Landlord”).

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