Shares Rackable Systems, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 1st, 2006 • Rackable Systems, Inc. • Electronic computers • New York
Rackable Systems, Inc., a Delaware corporation (the “Company”), proposes to issue and sell 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 shares of Common Stock (the “Selling Stockholder Firm Stock” and, together with the Company Firm Stock, the “Firm Stock”).
AMENDMENT TO REGISTRATION AGREEMENTRegistration Agreement • March 1st, 2006 • Rackable Systems, Inc. • Electronic computers • Delaware
This AMENDMENT TO REGISTRATION AGREEMENT (the “Amendment”), which amends the Registration Agreement, dated as of December 23, 2002 and as amended on February 2, 2005, May 19, 2005 and November 16, 2005 (as amended, the “Registration Agreement”), by and among Rackable Systems, Inc. (the “Company”), Giovanni Coglitore, Nikolai Gallo and Jack Randall (collectively, the “Founders”) and the Investor (as defined therein), is entered into this 28th day of February, 2006 by Parthenon Investors II, L.P. (“Parthenon”), Rackable Investment LLC, the Founders and the Company on behalf of all of the parties to the Registration Agreement.
