0001193125-05-126502 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 16th, 2005 • Rainmaker Systems Inc • Services-management services • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 15, 2005, by and among Rainmaker Systems, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

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PURCHASE AGREEMENT
Purchase Agreement • June 16th, 2005 • Rainmaker Systems Inc • Services-management services • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 15th day of June, 2005 by and among Rainmaker Systems, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

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