0001193125-06-113921 Sample Contracts

ASSET PURCHASE AGREEMENT AMONG BUSINESS TELEMETRY, INC. KENNETH S. FORBES, III, AS REPRESENTATIVE THE SHAREHOLDERS OF BUSINESS TELEMETRY, INC. AND RAINMAKER SYSTEMS, INC. Dated May 12, 2006
Asset Purchase Agreement • May 16th, 2006 • Rainmaker Systems Inc • Services-management services • Delaware

This ASSET PURCHASE AGREEMENT (“Agreement”) is made this 12th day of May 2006 (the “Closing Date”), by and among Business Telemetry, Inc. (d/b/a Metrics Corporation), a California corporation (“Seller”), Kenneth S. Forbes, III, as representative of the Shareholders (the “Representative”), the individuals listed on the signature page hereto (each, a “Shareholder” and collectively, the “Shareholders”) and Rainmaker Systems, Inc., a Delaware corporation (“Buyer”).

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