RAINMAKER SYSTEMS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 23rd, 2007 • Rainmaker Systems Inc • Services-management services • New York
Rainmaker Systems, Inc., a Delaware corporation (the “Company”), proposes to issue and sell 3,500,000 shares (the “Company Firm Shares”) of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), and the stockholders of the Company named in Schedule I hereto (the “Selling Stockholders”) propose to sell an aggregate of 665,690 shares (the “Selling Stockholder Firm Shares”) of Common Stock, in each case to you and to the several other Underwriters named in Schedule II hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”). The Company has also agreed to grant to you and the other Underwriters an option (the “Option”) to purchase up to an additional 624,853 shares of Common Stock, on the terms and for the purposes set forth in Section 1(b) (the “Option Shares”). The Company Firm Shares and the Selling Stockholder Firm Shares are referred to collectively herein as the “Firm Shares,” and the Firm Share
