Rainmaker Systems Inc Sample Contracts

Rainmaker Systems Inc – EXECUTIVE EMPLOYMENT AGREEMENT (November 19th, 2014)
Rainmaker Systems Inc – ASSET PURCHASE AGREEMENT (October 17th, 2014)

THIS ASSET PURCHASE AGREEMENT is made and entered into this 15th day of October, 2014 (the “Agreement Date”), by and between N3 NORTH AMERICA, LLC, a Georgia limited liability company (the “Purchaser”), and RAINMAKER SYSTEMS, INC. (the “Seller”), a Delaware corporation.

Rainmaker Systems Inc – SETTLEMENT AND RELEASE AGREEMENT (August 14th, 2014)

THIS SETTLEMENT AND RELEASE AGREEMENT (this “Agreement”) is made between Symantec Corporation (“Symantec”) on the one hand, and Rainmaker Systems, Inc. (“Company” and together with the Symantec, the “Parties”), on the other hand.

Rainmaker Systems Inc – PURCHASE AGREEMENT (July 21st, 2014)

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 15th day of July, 2014 by and among Rainmaker Systems, Inc., a Delaware corporation (the “Company”), and the Investor set forth on the signature pages affixed hereto (each an “Investor”).

Rainmaker Systems Inc – SETTLEMENT AGREEMENT AND GENERAL RELEASE (July 21st, 2014)
Rainmaker Systems Inc – FORBEARANCE AND FOURTH MODIFICATION AND RELEASE (May 15th, 2014)

THIS FORBEARANCE AND FOURTH MODIFICATION AND RELEASE (“Agreement”) is dated as of this 19th day of March, 2014 (“Effective Date”), by and among RAINMAKER SYSTEMS, INC., a Delaware corporation (“Borrower”), on the one hand, and COMERICA BANK, a Texas banking association (“Lender”), on the other hand, with reference to the following facts:

Rainmaker Systems Inc – LOAN AGREEMENT (April 1st, 2014)

Maturity Date: No later than April 24, 2014; see Section 1(f) of the Agreement. Formula: Variable, per Agreement Facility Origination Fee: $13,000 Interest: 12% fixed per annum Warrants: See Warrant for coverage

Rainmaker Systems Inc – EXECUTIVE EMPLOYMENT AGREEMENT (November 19th, 2013)
Rainmaker Systems Inc – Rainmaker Reports First Quarter 2013 Financial Results (May 13th, 2013)

Campbell, Calif., May 13, 2013 – Rainmaker Systems, Inc. (NASDAQ: RMKR), a recognized technology leader in the rapidly emerging Cloud-Based B2B e-Commerce market, today reported financial results for its fiscal quarter ended March 31, 2013.

Rainmaker Systems Inc – RAINMAKER SYSTEMS, INC. 2003 STOCK INCENTIVE PLAN Adopted by the Board of Directors: April 1, 2003 Approved by the Stockholders: May 14, 2003 Termination Date: June 5, 2023 (as amended and restated effective June 5, 2013) (May 1st, 2013)
Rainmaker Systems Inc – RAINMAKER SYSTEMS, INC. 2003 STOCK INCENTIVE PLAN Adopted by the Board of Directors: April 1, 2003 Approved by the Stockholders: May 14, 2003 Termination Date: June 5, 2023 (as amended and restated effective June 5, 2013) (April 19th, 2013)
Rainmaker Systems Inc – EXECUTIVE EMPLOYMENT AGREEMENT (April 1st, 2013)
Rainmaker Systems Inc – Rainmaker Systems, Inc. Announces $5.8 Million Registered Direct Common Stock Offering Campbell, Calif., April 1, 2013 — Rainmaker Systems, Inc. (NASDAQ: RMKR) (the “Company”) today announced that it has entered into subscription agreements with members of its Board of Directors and various other investors for the sale of an aggregate of 12,981,704 shares of the Company’s common stock in an issuer directed, registered direct offering. The shares were priced at $0.45, the consolidated closing bid price on the NASDAQ Capital Market on March 28, 2013, for gross proceeds to the Company of approxim (April 1st, 2013)

This press release shall not constitute an offer to sell or solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Rainmaker Systems Inc – SUBSCRIPTION AGREEMENT Rainmaker Systems, Inc. Campbell, CA 95008 (April 1st, 2013)

The undersigned (the “Investor”) hereby confirms its agreement with Rainmaker Systems, Inc., a Delaware corporation (the “Company”), as follows:

Rainmaker Systems Inc – Rainmaker Reports Fourth Quarter and 2012 Financial Results (March 25th, 2013)

Campbell, Calif., March 25, 2013 – Rainmaker Systems, Inc. (NASDAQ: RMKR), a recognized technology leader in the rapidly emerging Cloud-Based B2B e-Commerce market, today reported financial results for its fourth quarter and year ended December 31, 2012.

Rainmaker Systems Inc – TRANSITION AGREEMENT AND AMENDMENT OF EXECUTIVE EMPLOYMENT AGREEMENT (January 25th, 2013)

This Transition Agreement and Amendment of Executive Employment Agreement (this “Agreement”) is entered into as of January 23, 2013 by and between Rainmaker Systems, Inc. (the “Company”) and Timothy Burns (“Executive”) for the purpose of providing for the orderly transition of Executive’s duties and responsibilities to the Company’s incoming Chief Financial Officer and amending the Executive Employment Agreement dated as of November 4, 2011 by and between the Company and Executive (as amended by an Amendment of Executive Employment Agreement dated as of November 17, 2012, the “Employment Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Employment Agreement.

Rainmaker Systems Inc – September 30, 2012 As Reported Adjustments Pro Forma ASSETS Current assets: Cash and cash equivalents $ 4,425 $ 189 (a) $ 4,614 Restricted cash 28 28 Accounts receivable, net 4,520 4,520 Prepaid expenses and other current assets 1,543 1,543 Assets held for sale 4,023 (4,023 ) (b) — Total current assets 14,539 (3,834 ) 10,705 Property and equipment, net 2,631 2,631 Intangible assets, net 2 2 Goodwill 5,337 5,337 Other non-current assets 410 410 Total assets $ 22,919 $ (3,834 ) $ 19,085 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 6,888 $ 6,888 Accrued compensatio (December 21st, 2012)
Rainmaker Systems Inc – EXECUTIVE EMPLOYMENT AGREEMENT (December 13th, 2012)
Rainmaker Systems Inc – AMENDMENT OF EXECUTIVE EMPLOYMENT AGREEMENT (November 20th, 2012)

This Amendment of Executive Employment Agreement (“Amendment”) is entered into as of November 17, 2012 by and between Rainmaker Systems, Inc. (the “Company”) and Timothy Burns (“Executive”) for the purpose of amending the Executive Employment Agreement dated as of November 4, 2011 by and between the Company and Executive (the “Employment Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Employment Agreement.

Rainmaker Systems Inc – This Change to the Dynamics CRM Online Trials Management SOW dated September 20, 2010 between Microsoft Corporation (“Microsoft”) and Rainmaker Systems Inc. (“Vendor”) is entered into between the parties and is effective from August 31st, 2012. This Change Order is subject to all terms and conditions in the Agreement and SOW. Change Requested in: (Check all that apply)X Specifications x DeliverablesX Schedules x Services Other ____________________________ Affected Section #s of Statement of Work, or name of other document: From Section 3, affects entire SOW Description of Change: 3.1. Terminat (November 14th, 2012)
Rainmaker Systems Inc – Rainmaker Reports Positive Adjusted EBITDA for the Third Quarter of 2012 (October 30th, 2012)

Campbell, Calif., October 30, 2012 – Rainmaker Systems, Inc. (NASDAQ: RMKR), a leading global e-Commerce software company that helps multi-national companies address the B2B market by maximizing sales revenue for their products and services, today reported financial results for its third quarter and nine months ended September 30, 2012.

Rainmaker Systems Inc – RAINMAKER SYSTEMS, INC. LOAN AND SECURITY AGREEMENT (August 14th, 2012)

This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of June 14, 2012, by and between Comerica Bank (“Bank”) and Rainmaker Systems, Inc. (“Borrower”).

Rainmaker Systems Inc – MASTER SERVICES AGREEMENT OUTSOURCED SALES SERVICES (August 14th, 2012)

THIS AGREEMENT (the “Agreement”) is made effective as of this 21st day of March, 2012, by and between Comcast Cable Communications Management, LLC., a Delaware Limited Liability Company, with offices at 1500 Market St, Philadelphia, PA 19102 ("Comcast") and Rainmaker Systems Inc., a Delaware corporation, with offices at 900 E Hamilton Ave., Se 400 Campbell, CA 95008 ("Vendor").

Rainmaker Systems Inc – Microsoft Statement of Work (August 14th, 2012)

This Statement of Work (“SOW”) to the Vendor Services Agreement effective 2/26/2010 (“Agreement” or “VSA”) between Microsoft Corporation (“Microsoft”) and Rainmaker Systems Inc (“Vendor”) is entered into between the parties and is effective on July 23, 2012 (“SOW Effective Date”). This SOW reflects the joining of the **** and **** SOWs (previously separate) into one SOW. This SOW is subject to all terms and conditions in the Agreement. In the event of a conflict between the SOW and the Agreement, the terms and conditions of the SOW will prevail. The parties agree as follows:

Rainmaker Systems Inc – Rainmaker Reports 7% Sequential Revenue Increase over the Preceding Quarter; (July 31st, 2012)

Campbell, Calif., July 31, 2012 – Rainmaker Systems, Inc. (NASDAQ: RMKR), a leading global provider of B2B e-commerce solutions that drive online sales and renewal for products, subscriptions and training for clients and their channel partners, today reported financial results for its second quarter ended June 30, 2012.

Rainmaker Systems Inc – Rainmaker Reports First Quarter 2012 Financial Results (May 15th, 2012)

Campbell, Calif., May 15, 2012 – Rainmaker Systems, Inc. (NASDAQ: RMKR), a leading global provider of B2B e-commerce solutions that drive online sales and renewal for products, subscriptions and training for clients and their channel partners, today reported financial results for its first quarter ended March 31, 2012.

Rainmaker Systems Inc – AMENDMENT THREE TO THE STATEMENT OF WORK FOR THE SYMANTEC OUTSOURCED NORTH AMERICAN SMB & MID-MARKET RENEWAL PROGRAM BETWEEN SYMANTEC CORPORATION AND RAINMAKER SYSTEMS, INC. (May 15th, 2012)

This Amendment Three (“Amendment Three”) is made to the Statement of Work for the Symantec Outsourced North American SMB and Midmarket Renewal Program (“SOW”) with an effective date of April 1, 2008, by and between Symantec Corporation (“Symantec”) and Rainmaker Systems, Inc. (“Rainmaker”), as amended. Terms not otherwise defined in this Amendment Three shall have the meaning as defined in the SOW. In the event of any conflict between the terms of this Amendment Three and the SOW, the terms of this Amendment Three shall govern.

Rainmaker Systems Inc – AMENDMENT ONE TO SYMANTEC ONLINE STORE AGREEMENT FOR SMB AND MIDMARKET BUSINESS BETWEEN SYMANTEC CORPORATION AND RAINMAKER SYSTEMS, INC. (May 15th, 2012)

This Amendment One (“Amendment One”) is made to the Symantec Online Store Agreement for SMB and Midmarket Business (“Agreement”), effective June 30, 2010, by and between Symantec Corporation (“Symantec”) and Rainmaker Systems, Inc. (“Rainmaker”). Terms not otherwise defined in this Amendment One shall have the meaning as defined in the Agreement. In the event of any conflict between the terms of this Amendment One and the Agreement, the terms of this Amendment One shall govern.

Rainmaker Systems Inc – AMENDMENT ONE TO THE STATEMENT OF WORK FOR THE HOSTING OF ONLINE RENEWALS FOR LICENSE RENEWAL CENTER (LRC) & MYSYMANTEC.COM FOR NAM BETWEEN SYMANTEC CORPORATION AND RAINMAKER SYSTEMS, INC. (May 15th, 2012)

This Amendment One (“Amendment One”) is made to the Statement of Work for the Hosting of Online Renewals for License Renewal Center (LRC) & MySymantec.com for NAM with an effective date of November 1, 2009, by and between Symantec Corporation (“Symantec”) and Rainmaker Systems, Inc. (“Rainmaker”), as amended (“SOW”). Terms not otherwise defined in this Amendment One shall have the meaning as defined in the SOW. In the event of any conflict between the terms of this Amendment One and the SOW, the terms of this Amendment One shall govern.

Rainmaker Systems Inc – AMENDMENT ONE TO STATEMENT OF WORK NO. 3 FOR THE SYMANTEC OUTSOURCED LATIN AMERICAN NOTIFICATION PROGRAM BETWEEN SYMANTEC CORPORATION AND RAINMAKER SYSTEMS, INC. (May 15th, 2012)

This Amendment One (“Amendment One”) is made to the Statement of Work for the Symantec Outsourced Latin American Notification Program with an effective date of October 10, 2007, by and between Symantec Corporation (“Symantec”) and Rainmaker Systems, Inc. (“Rainmaker”) (“SOW”). Terms not otherwise defined in this Amendment One shall have the meaning as defined in the SOW. In the event of any conflict between the terms of this Amendment One and the SOW, the terms of this Amendment One shall govern.

Rainmaker Systems Inc – Rainmaker Reports Fourth Quarter and Full Year 2011 Financial Results (February 29th, 2012)

Campbell, Calif., February 29, 2012 – Rainmaker Systems, Inc. (NASDAQ: RMKR), a leading global provider of B2B e-commerce solutions that drive online sales and renewal for products, subscriptions and training for clients and their channel partners, today reported financial results for its fourth quarter and year ended December 31, 2011.

Rainmaker Systems Inc – LOAN AND SECURITY MODIFICATION AGREEMENT (December 6th, 2011)

This Loan and Security Modification Agreement is entered into as of November 15, 2011, by and between Rainmaker Systems, Inc. (the “Borrower”) and Bridge Bank, National Association (“Bank”).

Rainmaker Systems Inc – Rainmaker Reports Third Quarter 2011 Financial Results (November 14th, 2011)

Campbell, Calif., November 14, 2011 – Rainmaker Systems, Inc. (NASDAQ: RMKR), a leading global provider of B2B e-commerce solutions that drive online sales and renewal for products, subscriptions and training for clients and their channel partners, today reported financial results for its third quarter ended September 30, 2011.

Rainmaker Systems Inc – EXECUTIVE EMPLOYMENT AGREEMENT (November 10th, 2011)
Rainmaker Systems Inc – Microsoft Statement of Work (August 15th, 2011)

This Statement of Work (“SOW”) to the Vendor Services Agreement effective 2/26/2010 (“Agreement” or “VSA”) between Microsoft Corporation (“Microsoft”) and Rainmaker Systems Inc (“Vendor”) is entered into between the parties and is effective on the latter of June 28, 2011 or execution of this SOW by the parties (“SOW Effective Date”). This SOW is subject to all terms and conditions in the Agreement. In the event of a conflict between the SOW and the Agreement, the terms and conditions of the Agreement will prevail. The parties agree as follows: