SUBSCRIPTION AGREEMENT Rainmaker Systems, Inc. Campbell, CA 95008Subscription Agreement • June 23rd, 2011 • Rainmaker Systems Inc • Services-management services • New York
The undersigned (the “Investor”) hereby confirms its agreement with Rainmaker Systems, Inc., a Delaware corporation (the “Company”), as follows:
RAINMAKER SYSTEMS, INC. 3,675,182 Shares of Common Stock, par value $0.001 per share and Warrants to Purchase up to 1,470,078 shares of Common Stock PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • June 23rd, 2011 • Rainmaker Systems Inc • Services-management services • New York
Rainmaker Systems, Inc., a Delaware corporation (the “Company”), proposes to issue and sell up to 3,675,182 shares of common stock, par value $0.001 per share (the “Common Stock”) and warrants (the “Warrants”) to purchase up to 1,470,078 shares of Common Stock (collectively, the “Offered Securities”) to one or more investors (collectively, the “Investors”). The Offered Securities are described more fully in the Registration Statement (as hereinafter defined).
RAINMAKER SYSTEMS, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHAREWarrant Agreement • June 23rd, 2011 • Rainmaker Systems Inc • Services-management services • New York
For VALUE RECEIVED, (“Warrantholder”), is entitled to purchase, subject to the provisions of this Warrant, from Rainmaker Systems, Inc., a Delaware corporation (“Company”), at any time after the date that is six (6) months after the date hereof (the “Exercisability Date”), but not later than 5:00 P.M., Eastern time, on the Expiration Date (as defined above), at an exercise price per share equal to $1.40 (the exercise price in effect being herein called the “Warrant Price”), shares (“Warrant Shares”) of the Company’s Common Stock, par value $0.001 per share (“Common Stock”). The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein. This Warrant is the warrant to purchase Common Stock, par value $0.001, of the Company issued pursuant to (i) Section 2 of that certain Subscription Agreement dated as of June 22, 2011 (the “Subscription Agreement”) by and between the Company and the Warra
