0001193125-05-234080 Sample Contracts

8,000,000] Shares Rackable Systems, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 30th, 2005 • Rackable Systems, Inc. • Electronic computers • New York

Rackable Systems, Inc., a Delaware corporation (the “Company”), proposes to issue and sell [2,600,000] shares (the “Company Firm Stock”) of the Company’s Common Stock, par value $0.001 per share (the “Common Stock), and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose severally to sell an aggregate of [5,400,000] shares of Common Stock (the “Selling Stockholder Firm Stock” and, together with the Company Firm Stock, the “Firm Stock”).

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