0001193125-07-017220 Sample Contracts

ASSET PURCHASE AGREEMENT AMONG CAS SYSTEMS, INC. BARRY HANSON, AS REPRESENTATIVE CERTAIN SHAREHOLDERS OF CAS SYSTEMS, INC. 3079028 NOVA SCOTIA COMPANY RAINMAKER SYSTEMS (CANADA) INC. AND RAINMAKER SYSTEMS, INC. Dated January 25, 2007

Asset Purchase Agreement • January 31st, 2007 • Rainmaker Systems Inc • Services-management services • Delaware

• Contract Type
  Asset Purchase Agreement
• Filed
  January 31st, 2007
• Company
  Rainmaker Systems Inc
• Industry
  Services-management services
• Jurisdiction
  Delaware

This ASSET PURCHASE AGREEMENT (“Agreement”) is made this 25th day of January 2007, by and among CAS Systems, Inc., a California corporation (“Seller”), Rainmaker Systems, Inc., a Delaware corporation (“Buyer”), certain shareholders of Seller listed on the signature pages hereto (each, a “Shareholder” and collectively, the “Shareholders”), Barry Hanson, as representative of the Shareholders (in such capacity, the “Representative”), 3079028 Nova Scotia Company, a Nova Scotia unlimited liability company and wholly owned subsidiary of Seller (“Subsidiary”), and Rainmaker Systems (Canada) Inc., a Canadian federal corporation and wholly owned subsidiary of Buyer (“Rainmaker Canada”).

ASSET PURCHASE AGREEMENT AMONG CAS SYSTEMS, INC. CERTAIN SHAREHOLDERS OF CAS SYSTEMS, INC. BARRY HANSON, AS REPRESENTATIVE 3079028 NOVA SCOTIA COMPANY RAINMAKER SYSTEMS, INC. AND RAINMAKER SYSTEMS (CANADA) INC. Dated January 25, 2007

Asset Purchase Agreement • January 31st, 2007 • Rainmaker Systems Inc • Services-management services • Quebec

• Contract Type
  Asset Purchase Agreement
• Filed
  January 31st, 2007
• Company
  Rainmaker Systems Inc
• Industry
  Services-management services
• Jurisdiction
  Quebec

This ASSET PURCHASE AGREEMENT (“Agreement”) is made this 25th day of January 2007, by and among CAS Systems, Inc., a California corporation (“CAS”), certain shareholders of CAS listed on the signature page hereto (each, a “Shareholder” and collectively, the “Shareholders”), Barry Hanson, as representative of the shareholders of CAS (in such capacity, the “Representative”), 3079028 Nova Scotia Company, a Nova Scotia unlimited liability company and a wholly-owned subsidiary of CAS (“Seller” and together with CAS and the Shareholders, collectively the “Sellers”), Rainmaker Systems, Inc., a Delaware corporation (“Rainmaker”) and Rainmaker Systems (Canada) Inc., a Canadian federal corporation and wholly-owned subsidiary of Rainmaker (“Buyer”).