Business Loan Agreement



 Exhibit 10.1 
  
 DISBURSEMENT REQUEST AND AUTHORIZATION 
  

															
	Principal

	 	 Loan Date

	 	 Maturity

	 	 Loan No

	 	 Call / Coll

	 	 Account

	 	 Officer

	 	 Initials


	$4,000,000.00	 	12-16-2005	 	12-10-2006	 	258901	 	 	 	0000002589-01	 	310	 	



  
 References in the
shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. 
 Any item
above containing “***” has been omitted due to text length limitations. 
  

							
	Borrower:	  	     RAINMAKER SYSTEMS, INC.
     900 E. HAMILTON AVE. STE 400
     CAMPBELL, CA 95008
	  	Lender:	  	     BRIDGE BANK, National Association
     55 Almaden Boulevard
     Suite 100
     San Jose, CA 95113


  
 LOAN TYPE. This is a Variable
Rate Nondisclosable Revolving Line of Credit Loan to a Corporation for $4,000,000.00 due on December 10, 2006. The reference rate (Prime Rate as published in the Wall Street Journal, currently 7.250%), resulting in an initial rate of 7.250.

  
 PRIMARY PURPOSE OF LOAN. The primary
purpose of this loan is for: 
  

	 	 ̈	Personal, Family, or Household Purposes or Personal Investment. 

  

	 	x	Business (Including Real Estate Investment). 

  
 SPECIFIC PURPOSE. The specific purpose of this loan is: WORKING CAPITAL. 
  

DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will be disbursed until all of Lender’s conditions for making the loan have been
satisfied. Please disburse the loan proceeds of $4,000,000.00 as follows: 
  

				
	 Undisbursed Funds:
	  	$	4,000,000.00
	 	  	
	

	 Note Principal:
	  	$	4,000,000.00

  
 CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the following charges: 
  

				
	 Prepaid Finance Charges Paid in Cash:
$10,000.00 LOAN FEE
	  	$	10,000.00
	 Other Charges Paid in Cash:
$50.00 MONITORING FEE
	  	$	50.00
	 	  	
	

	 Total Charges Paid in Cash:
	  	$	10,050.00

  
 AUTOMATIC PAYMENTS. Borrower
hereby authorizes Lender automatically to deduct from Borrower’s account, numbered 101032936, the amount of any loan payment. If the funds in the account are insufficient to cover any payment, Lender shall not be obligated to advance funds to
cover the payment. At any time and for any reason, Borrower or Lender may voluntarily terminate Automatic Payments. 
  
 FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE
HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S FINANCIAL CONDITION AS DISCLOSED IN BORROWER’S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED DECEMBER 16, 2005. 
  
 BORROWER: 
  

			
	RAINMAKER SYSTEMS, INC.
		
	By:	 	


	 	 	Authorized Signer for RAINMAKER SYSTEMS, INC.

  
 LASER PRO Lending, Ver.
5.28.00.004 Copr. Harland Financial Solutions, Inc. 1997, 2005.  All Rights Reserved. 
 - CA y:\CFI\LPL\120.FC TR-2268 PR-37 







 CHANGE IN TERMS AGREEMENT 
  

															
	Principal

	 	 Loan Date

	 	 Maturity

	 	 Loan No

	 	 Call / Coll

	 	 Account

	 	 Officer

	 	 Initials


	$4,000,000.00	 	12-16-2005	 	12-10-2006	 	258901	 	 	 	0000002589-01	 	310	 	



  
 References in the
shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. 
 Any item
above containing “***” has been omitted due to text length limitations. 
  

							
	Borrower:	  	     RAINMAKER SYSTEMS, INC.
     900 E. HAMILTON AVE. STE 400
     CAMPBELL, CA 95008
	  	Lender:	  	     BRIDGE BANK, National Association
     55 Almaden Boulevard
     Suite 100
     San Jose, CA 95113


  

					
	Principal Amount: $4,000,000.00	  	Initial Rate: 7.250%	  	Date of Agreement: December 16, 2005

  
 DESCRIPTION OF EXISTING
INDEBTEDNESS. A Revolving Line of credit evidenced by that certain Promissory Note #258901 (“Note”) dated April 29, 2004, in the original principal amount of Three Million and 00/100 Dollars ($3,000,000.00) and any and all
modifications thereafter. The outstanding principal balance due under the Note, as of the date of this Agreement, is $0.00. 
  
 DESCRIPTION OF COLLATERAL. A security interest in certain assets of Borrower described in that certain Commercial Security Agreement (“Security
Agreement”) dated February 2, 2005, and executed by Borrower in favor of Lender. 
  
 DESCRIPTION OF CHANGE IN TERMS. The Note is hereby amended and restated as follows: 
  
 The amount available to Borrower under the line of credit evidenced by the Note is hereby
increased from $2,000,000.00 to $4,000,000.00. Borrower promises to pay to Lender, or order, the principal amount of $4,000,000.00, or so much as may be outstanding, together with interest on unpaid outstanding principal balance of each advance made
under the Note. 
  
 The date on which all-outstanding principal is due and payable
(together with any accrued but unpaid interest thereon) is hereby extended from May 10, 2006 to December 10, 2006 (“Maturity Date”). 
  
 CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or
securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender’s right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in
terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party
is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all
persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This
waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. 
  
 PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. 
  
 BORROWER: 
  

			
	RAINMAKER SYSTEMS, INC.
		
	By:	 	


	 	 	Authorized Signer for RAINMAKER SYSTEMS, INC.

  
 LASER PRO Lending, Ver.
5.28.00.004 Copr. Harland Financial Solutions, Inc. 1997, 2005. All Rights Reserved. 
 - CA y:\CFI\LPL\D20C.FC TR-2268 PR-37 







 BUSINESS LOAN AGREEMENT (ASSET BASED) 
  

															
	 Principal

	  	 Loan Date

	  	 Maturity

	  	 Loan No

	  	 Call / Coll

	  	 Account

	  	 Officer

	  	 Initials


	 $4,000,000.00
	  	12-16-2005	  	12-10-2006	  	258901	  	 	  	0000002589-01	  	310	  	



  
 References in the
shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. 
 Any item
above containing “***” has been omitted due to text length limitations. 
  

							
	Borrower:	    	 RAINMAKER SYSTEMS, INC.
 900 E. HAMILTON AVE.
STE 400
 CAMPBELL, CA 95008
	  	Lender:	    	 BRIDGE BANK, National Association
 55 Almaden
Boulevard
 Suite 100
 San Jose, CA
95113


  
 THIS BUSINESS LOAN AGREEMENT (ASSET
BASED) dated December 16, 2005, is made and executed between RAINMAKER SYSTEMS, INC. (“Borrower”) and BRIDGE BANK, National Association (“Lender”) on the following terms and conditions. Borrower has received prior commercial
loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement (“Loan”). Borrower understands and
agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by
Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement. 
  
 TERM. This Agreement shall be effective as of December 16, 2005, and shall
continue in full force and effect until such time as all of Borrower’s Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys’ fees, and other fees and charges, or until such time as the
parties may agree in writing to terminate this Agreement. 
  
 LINE OF CREDIT.
Lender agrees to make Advances to Borrower from time to time from the date of this Agreement to the Expiration Date, provided the aggregate amount of such Advances outstanding at any time does not exceed the Borrowing Base. Within the foregoing
limits, Borrower may borrow, partially or wholly prepay, and reborrow under this Agreement as follows: 
  
 Conditions Precedent to Each Advance. Lender’s obligation to make any Advance to or for the account of Borrower under this Agreement is
subject to the following conditions precedent, with all documents, instruments, opinions, reports, and other items required under this Agreement to be in form and substance satisfactory to Lender: 
  
 (1) Lender shall have received evidence that this Agreement and all Related
Documents have been duly authorized, executed, and delivered by Borrower to Lender. 
  
 (2) Lender shall have received such opinions of counsel, supplemental opinions, and documents as Lender may request. 
  
 (3) The security interests in the Collateral shall have been duly authorized, created, and perfected with first lien priority and shall be in full force
and effect. 
  
 (4) All guaranties required by Lender for the
credit facility(ies) shall have been executed by each Guarantor, delivered to Lender, and be in full force and effect. 
  
 (5) Lender, at its option and for its sole benefit, shall have conducted an audit of Borrower’s Accounts, books, records, and operations, and Lender
shall be satisfied as to their condition. 
  
 (6) Borrower shall
have paid to Lender all fees, costs, and expenses specified in this Agreement and the Related Documents as are then due and payable. 
  
 (7) There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement, and Borrower shall have
delivered to Lender the compliance certificate called for in the paragraph below titled “Compliance Certificate.” 
  
 Making Loan Advances. Advances under this credit facility, as well as directions for payment from Borrower’s accounts, may be requested orally
or in writing by authorized persons. Lender may, but need not, require that all oral requests be confirmed in writing. Each Advance shall be conclusively deemed to have been made at the request of and for the benefit of Borrower (1) when
credited to any deposit account of Borrower maintained with Lender or (2) when advanced in accordance with the instructions of an authorized person. Lender, at its option, may set a cutoff time, after which all requests for Advances will be
treated as having been requested on the next succeeding Business Day. Under no circumstances shall Lender be required to make any Advance in an amount less than $1,000.00. 
  
 Mandatory Loan Repayments. If at any time the aggregate principal amount of the outstanding Advances shall exceed the
applicable Borrowing Base, Borrower, immediately upon written or oral notice from Lender, shall pay to Lender an amount equal to the difference between the outstanding principal balance of the Advances and the Borrowing Base. On the Expiration Date,
Borrower shall pay to Lender in full the aggregate unpaid principal amount of all Advances then outstanding and all accrued unpaid interest, together with all other applicable fees, costs and charges, if any, not yet paid. 
  
 Loan Account. Lender shall maintain on its books a record of account
in which Lender shall make entries for each Advance and such other debits and credits as shall be appropriate in connection with the credit facility. Lender shall provide Borrower with periodic statements of Borrower’s account, which statements
shall be considered to be correct and conclusively binding on Borrower unless Borrower notifies Lender to the contrary within thirty (30) days after Borrower’s receipt of any such statement which Borrower deems to be incorrect. 

 
 COLLATERAL. To secure payment of the Primary Credit Facility and performance of all
other Loans, obligations and duties owed by Borrower to Lender, Borrower (and others, if required) shall grant to Lender Security Interests in such property and assets as Lender may require. Lender’s Security Interests in the Collateral shall
be continuing liens and shall include the proceeds and products of the Collateral, including without limitation the proceeds of any insurance. With respect to the Collateral, Borrower agrees and represents and warrants to Lender: 
  
 Perfection of Security Interests. Borrower agrees to execute all
documents perfecting Lender’s Security Interest and to take whatever actions are requested by Lender to perfect and continue Lender’s Security Interests in the Collateral. Upon request of Lender, Borrower will deliver to Lender any and all
of the documents evidencing or constituting the Collateral, and Borrower will note Lender’s interest upon any and all chattel paper and instruments if not delivered to Lender for possession by Lender. Contemporaneous with the execution of this
Agreement, Borrower will execute one or more UCC financing statements and any similar statements as may be required by applicable law, and Lender will file such financing statements and all such similar statements in the appropriate location or
locations. Borrower hereby appoints Lender as its irrevocable attorney-in-fact for the purpose of executing any documents necessary to perfect or to continue any Security Interest. Lender may at any time, and without further authorization from
Borrower, file a carbon, photograph, facsimile, or other reproduction of any financing statement for use as a financing statement. Borrower will reimburse Lender for all expenses for the perfection, termination, and the continuation of the
perfection of Lender’s security interest in the Collateral. Borrower promptly will notify Lender before any change in Borrower’s name including any change to the assumed business names of Borrower. Borrower also promptly will notify Lender
before any change in Borrower’s Social Security Number or Employer Identification Number. Borrower further agrees to 











 BUSINESS LOAN AGREEMENT (ASSET BASED) 
 (Continued) 
 Loan No: 258901 
  

 
notify Lender in writing prior to any change in address or location of Borrower’s principal governance office or should Borrower merge or consolidate
with any other entity. 
  
 Collateral Records. Borrower
does now, and at all times hereafter shall, keep correct and accurate records of the Collateral, all of which records shall be available to Lender or Lender’s representative upon demand for inspection and copying at any reasonable time. With
respect to the Accounts, Borrower agrees to keep and maintain such records as Lender may require, including without limitation information concerning Eligible Accounts and Account balances and agings. Records related to Accounts (Receivables) are or
will be located at 900 E. Hamilton Ave., STE 400, Campbell, CA 95008. The above is an accurate and complete list of all locations at which Borrower keeps or maintains business records concerning Borrower’s collateral. 
  
 Collateral Schedules. Concurrently with the execution and delivery of
this Agreement, Borrower shall execute and deliver to Lender schedules of Accounts and schedules of Eligible Accounts in form and substance satisfactory to the Lender. Thereafter supplemental schedules shall be delivered according to the following
schedule: With respect to Eligible Accounts, schedules shall be delivered 20 days after month-end. 
  
 Representations and Warranties Concerning Accounts. With respect to the Accounts, Borrower represents and warrants to Lender: (1) Each Account
represented by Borrower to be an Eligible Account for purposes of this Agreement conforms to the requirements of the definition of an Eligible Account; (2) All Account information listed on schedules delivered to Lender will be true and
correct, subject to immaterial variance; and (3) Lender, its assigns, or agents shall have the right at any time and at Borrower’s expense to inspect, examine, and audit Borrower’s records and to confirm with Account Debtors the
accuracy of such Accounts. 
  
 Remittance Account.
Borrower agrees that Lender may at any time require Borrower to institute procedures whereby the payments and other proceeds of the Accounts shall be paid by the Account Debtors under a remittance account or lock box arrangement with Lender, or
Lender’s agent, or with one or more financial institutions designated by Lender. Borrower further agrees that, if no Event of Default exists under this Agreement, any and all of such funds received under such a remittance account or lock box
arrangement shall, at Lender’s sole election and discretion, either be (1) paid or turned over to Borrower; (2) deposited into one or more accounts for the benefit of Borrower (which deposit accounts shall be subject to a security
assignment in favor of Lender); (3) deposited into one or more accounts for the joint benefit of Borrower and Lender (which deposit accounts shall likewise be subject to a security assignment in favor of Lender); (4) paid or turned over to
Lender to be applied to the Indebtedness in such order and priority as Lender may determine within its sole discretion; or (5) any combination of the foregoing as Lender shall determine from time to time. Borrower further agrees that, should
one or more Events of Default exist, any and all funds received under such a remittance account or lock box arrangement shall be paid or turned over to Lender to be applied to the Indebtedness, again in such order and priority as Lender may
determine within its sola discretion. 
  
 ADDITIONAL CREDIT FACILITIES. In
addition to the Primary Credit Facility, the following credit accommodations are either in place or will be made available to Borrower: 
  
 Letter of Credit Facility. Subject to the terms of this Agreement, Lender will issue standby letters of credit (each a “Letter of
Credit”) on behalf of Borrower. At no time, however, shall the total face amount of all Letters of Credit outstanding, less any partial draws paid under the Letters of Credit exceed the sum of $1,000,000.00. 
  
 (1) Upon Lender’s request, Borrower promptly shall pay to Lender
issuance fees and such other fees, commissions, costs, and any out-of-pocket expenses charged or incurred by Lender with respect to any Letter of Credit. 
  
 (2) The commitment by Lender to issue Letters of Credit shall, unless earlier terminated in accordance with the terms of this Agreement, automatically
terminate on the Expiration Date and no Letter of Credit shall expire on a date which is more than zero (    ) days after the Expiration Date. 
  
 (3) Each Letter of Credit shall be in form and substance satisfactory to Lender and in favor of beneficiaries satisfactory
to Lender, provided that Lender may refuse to issue a Letter of Credit due to the nature of the transaction or its terms or in connection with any transaction where Lender, due to the beneficiary or the nationality or residence of the beneficiary,
would be prohibited by any applicable law, regulation, or order from issuing such Letter of Credit. Under no circumstances, however, will a Letter of Credit exceed sixty (60) days from the issue date. 
  
 (4) Prior to the issuance of each Letter of Credit, and in all events prior
to any daily cutoff time Lender may have established for purposes thereof, Borrower shall deliver to Lender a duly executed form of Lender’s standard form of application for issuance of letter of credit with proper insertions. 
  
 LENDER’S RIGHTS UPON DEFAULT. Upon the occurrence of any Event of Default, Lender
may, at its sole and absolute discretion and in addition to any other remedies available to it under this Agreement or otherwise, require Borrower to pay immediately to Lender, for application against drawings under any outstanding Letters of
Credit, the outstanding principal amount of any such Letters of Credit which have not expired. Any portion of the amount so paid to Lender which is not applied to satisfy draws under any such Letters of Credit or any other obligations of Borrower to
the Lender shall be repaid to Borrower without interest. 
  
 LENDER’S
COSTS AND EXPENSES. Borrower shall, upon Lender’s request, promptly pay to and reimburse Lender for all costs incurred and payments made by Lender by reason of any future assessment, reserve, deposit, or similar requirement or any
surcharge, tax, or fee imposed upon Lender or as a result of Lender’s compliance with any directive or requirement of any regulatory authority pertaining or relating to any Letter of Credit. 
  
 CONDITIONS PRECEDENT TO EACH ADVANCE. Lender’s obligation to make the initial
Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender’s satisfaction of all of the conditions set forth in this Agreement and in the Related Documents. 
  
 Loan Documents. Borrower shall provide to Lender the following
documents for the Loan: (1) the Note; (2) Security Agreements granting to Lender security interests in the Collateral; (3) financing statements and all other documents perfecting Lender’s Security Interests; (4) evidence of insurance
as required below; (5) together with all such Related Documents as Lender may require for the Loan; all in form and substance satisfactory to Lender and Lender’s counsel. 
  
 Borrower’s Authorization. Borrower shall have provided in form and substance satisfactory to Lender properly
certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other resolutions, authorizations, documents and instruments as Lender or its
counsel, may require. 
  
 Fees and Expenses Under This
Agreement. Borrower shall have paid to Lender all fees, costs, and expenses specified in this Agreement and the Related Documents as are then due and payable. 
  
 Representations and Warranties. The representations and warranties set forth in this Agreement, in the Related
Documents, and in any document or certificate delivered to Lender under this Agreement are true and correct. 
  

 Page 2 









 BUSINESS LOAN AGREEMENT (ASSET BASED) 
 (Continued) 
 Loan No: 258901 
  

 No Event of Default. There shall not exist at the time of any Advance a condition which would
constitute an Event of Default under this Agreement or under any Related Document. 
  
 REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of loan proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any indebtedness exists: 
  
 Organization.
Borrower is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Delaware. Borrower is duly authorized to transact business in all
other states in which Borrower is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Borrower is doing business. Specifically, Borrower is, and at all times shall be, duly qualified as
a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Borrower has the full power and authority to own its properties and to transact the business in which
it is presently engaged or presently proposes to engage. Borrower maintains an office at 900 E. HAMILTON AVE. STE 400, CAMPBELL, CA 95008. Unless Borrower has designated otherwise in writing, the principal office is the office at which Borrower
keeps its books and records including its records concerning the Collateral. Borrower will notify Lender prior to any change in the location of Borrower’s state of organization or any change in Borrower’s name. Borrower shall do all things
necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court
applicable to Borrower and Borrower’s business activities. 
  
 Assumed Business Names. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed
business names under which Borrower does business: 
  

							
	 Borrower

	  	Assumed Business Name

	  	Filing Location

	  	Date


	RAINMAKER SYSTEMS, INC.	  	SEE EXHIBIT “A” ATTACHED HERETO
AND MADE A PART HEREOF:	  	 	  	 

  
 Authorization.
Borrower’s execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized by all necessary action by Borrower and do not conflict with, result in a violation of, or constitute a default under
(1) any provision of (a) Borrower’s articles of incorporation or organization, or bylaws, or (b) any agreement or other instrument binding upon Borrower or (2) any law, governmental regulation, court decree, or order applicable to
Borrower or to Borrower’s properties. 
  
 Financial
Information. Each of Borrower’s financial statements supplied to Lender truly and completely disclosed Borrower’s financial condition as of the date of the statement, and there has been no material adverse change in Borrower’s
financial condition subsequent to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed in such financial statements. 
  
 Legal Effect. This Agreement constitutes, and any instrument or
agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms. 
  
 Properties. Except as contemplated by this Agreement or as previously
disclosed in Borrower’s financial statements or in writing to Lender and as accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title to all of Borrower’s properties
free and clear of all Security Interests, and has not executed any security documents or financing statements relating to such properties. All of Borrower’s properties are titled in Borrower’s legal name, and Borrower has not used or filed
a financing statement under any other name for at least the last five (5) years. 
  
 Hazardous Substances. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: 
 (1) During the period of Borrower’s ownership of the Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any
person on, under, about or from any of the Collateral. (2) Borrower has no knowledge of, or reason to believe that there has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture, storage, treatment,
disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind by any person
relating to such matters. (3) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or
from any of the Collateral; and any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation all Environmental Laws. Borrower authorizes Lender and
its agents to enter upon the Collateral to make such inspections and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of the Agreement. Any inspections or tests made by Lender shall be at
Borrower’s expense and for Lender’s purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties contained herein are based
on Borrower’s due diligence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes
liable for cleanup or other costs under any such laws, and (2) agrees to indemnify and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or
suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the Collateral. The provisions of this
section of the Agreement, including the obligation to indemnify, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction of this Agreement and shall not be affected by Lender’s acquisition of any interest
in any of the Collateral, whether by foreclosure or otherwise. 
  
 Litigation and Claims. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may
materially adversely affect Borrower’s financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing. 
  
 Taxes. To the best of Borrower’s knowledge, all of
Borrower’s tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good
faith in the ordinary course of business and for which adequate reserves have been provided. 
  
 Lien Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements, or permitted the filing or attachment of any Security Interests on or
affecting any of the Collateral directly or indirectly securing repayment of Borrower’s Loan and Note, that would be prior or that may in any way be superior to Lender’s Security Interests and rights in and to such Collateral. 

 
 Binding Effect. This Agreement, the Note, all Security Agreements
(if any), and all Related Documents are binding upon the signers 

  

 Page 3 









 BUSINESS LOAN AGREEMENT (ASSET BASED) 
 (Continued) 
 Loan No: 258901 
  

 
thereof, as well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective terms. 
  
 AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long as this
Agreement remains in affect, Borrower will: 
  
 Notices of
Claims and Litigation. Promptly inform Lender in writing of (1) all material adverse changes in Borrower’s financial condition, and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or
similar actions affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor. 
  
 Financial Records. Maintain its books and records in accordance with GAAP, applied on a consistent basis, and permit
Lender to examine and audit Borrower’s books and records at all reasonable times. 
  
 Financial Statements. Furnish Lender with the following: 
  
 Interim Statements. As soon as available, but in no event later than thirty (30) days after the end of each month, Borrower’s balance sheet
and profit and loss statement for the period ended, prepared by Borrower. 
  
 Additional Requirements. 
  
 Semi-annual A/R Audit. 
  
 10Q Reports: As soon as
available, but in no event later than 45 days after the end of each fiscal quarter, Borrower’s 10Q reports for the period ended, prepared by a certified public accountant satisfactory to Lender. 
  
 10K Reports: As soon as available, but in no event later than 120 days after
the end of each fiscal year, Borrower’s 10K reports for the period ended, prepared by a certified public accountant satisfactory to Lender. 
  
 Financial Projection: As soon as available, but in no event later than 30 days after the end of each fiscal year, Borrower’s Annual financial
projection reports, prepared by Borrower satisfactory to Lender. 
  
 All financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Borrower as being true and correct. 
  
 Additional Information. Furnish such additional information and
statements, as Lender may request from time to time. 
  
 Financial Covenants and Ratios. Comply with the following covenants and ratios: 
  
 Working Capital Requirements. Borrower shall comply with the following working capital ratio requirements: 
  
 Quick Ratio. Maintain a Quick Ratio in excess of 0.650 to 1.000.
The term “Quick Ratio” means Borrower’s Cash & Equivalent plus Borrower’s net Trade Receivables divided by Borrower’s total Current Liabilities. This liquidity ratio will be evaluated as of month-end.

  
 Minimum Income and Cash flow Requirements. Maintain
not less than the following Minimum Net Income level: $1.00. Maintain not less than the following Minimum Net Income level: evaluated at quarter-end starting 9/30/06. 
  
 Other Requirements. 
  
 Minimum unrestricted cash and equivalent of $3,000,000.00 at all time held at Bridge Bank. 
  
 Variance not to exceed 15% of Net Income and Revenue compared to Budget evaluated quarterly. 
  
 Borrower agrees that the net annual operating income shall at all times
yield a Debt Service Coverage Ratio (“DSCR”) equal to or in excess of 1.25:1.00. The DSCR is based on annual net operating income as reported in operating statements as a ratio to the total annual monthly debt service obligation to the
Bank. This covenant is to be evaluated starting 9/30/06. 
  
 Except as provided above, all computations made to determine compliance with the requirements contained in this paragraph shall be made in accordance with generally accepted accounting principles, applied on a consistent basis, and
certified by Borrower as being true and correct. 
  
 Insurance. Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect to Borrower’s properties and operations, in form, amounts, coverages and with insurance
companies acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or
diminished without at least ten (10) days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of
Borrower or any other person. In connection with all policies covering assets in which Lender holds or is offered a security interest for the Loans, Borrower will provide Lender with such lender’s loss payable or other endorsements as Lender
may require. 
  
 Insurance Reports. Furnish to Lender,
upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of
the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance has been obtained, and the manner of determining those values; and (6) the expiration date of the policy. In addition, upon
request of Lender (however not more often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value or replacement cost of any Collateral. The cost of such appraisal shall be
paid by Borrower. 
  
 Other Agreements. Comply with all
terms and conditions of all other agreements, whether now or hereafter existing, between Borrower and any other party and notify Lender immediately in writing of any default in connection with any other such agreements. 
  
 Loan Proceeds. Use all Loan proceeds solely for Borrower’s
business operations, unless specifically consented to the contrary by Lender in writing. 
  
 Taxes, Charges and Liens. Pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments, taxes, governmental charges, levies and liens, of every kind and
nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower’s properties, income, or profits.

  
 Performance. Perform and comply, in a timely manner,
with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default in
connection with any agreement. 
  
 Operations. Maintain
executive and management personnel with substantially the same qualifications and experience as the present executive and management personnel; provide written notice to Lender of any change in executive and management personnel; conduct its
business affairs in a reasonable and prudent manner. 
  

 Page 4 









 BUSINESS LOAN AGREEMENT (ASSET BASED) 
 (Continued) 
 Loan No: 258901 
  

 Environmental Studies. Promptly conduct and complete, at Borrower’s expense, all such
investigations, studies, samplings and testings as may be requested by Lender or any governmental authority relative to any substance, or any waste or by-product of any substance defined as toxic or a hazardous substance under applicable federal,
state, or local law, rule, regulation, order or directive, at or affecting any property or any facility owned, leased or used by Borrower. 
  
 Compliance with Governmental Requirements. Comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental
authorities applicable to the conduct of Borrower’s properties, businesses and operations, and to the use or occupancy of the Collateral, including without limitation, the Americans With Disabilities Act. Borrower may contest in good faith any
such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing prior to doing so and so long as, in Lender’s sole opinion, Lender’s
interests in the Collateral are not jeopardized. Lender may require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender’s interest. 
  
 Inspection. Permit employees or agents of Lender at any reasonable
time to inspect any and all Collateral for the Loan or Loans and Borrower’s other properties and to examine or audit Borrower’s books, accounts, and records and to make copies and memoranda of Borrower’s books, accounts, and records.
If Borrower now or at any time hereafter maintains any records (including without limitation computer generated records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request of
Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies of any records it may request, all at Borrower’s expense. 
  
 Environmental Compliance and Reports. Borrower shall comply in all
respects with any and all Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional action or omission on Borrower’s part or on the part of any third party, on property owned and/or occupied by Borrower,
any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities;
shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning
any intentional or unintentional action or omission on Borrower’s part in connection with any environmental activity whether or not there is damage to the environment and/or other natural resources. 
  
 Additional Assurances. Make, execute and deliver to Lender such
promissory notes, mortgages, deeds of trust, security agreements, assignments, financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all
Security Interests. 
  
 LENDER’S EXPENDITURES. If any action or
proceeding is commenced that would materially affect Lender’s interest in the Collateral or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower’s failure to
discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower’s behalf may (but shall not be obligated to) take any action that Lender deems appropriate,
including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All
such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Borrower. All such expenses will become a part of the
Indebtedness and, at Lender’s option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable
insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note’s maturity. 
  
 NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the
prior written consent of Lender: 
  
 Capital Expenditures.
Make or contract to make capital expenditures, including leasehold improvements, in any fiscal year in excess of $3,000,000.00 or incur liability for rentals of property (including both real and personal property) in an amount which,
together with capital expenditures, shall in any fiscal year exceed such sum. 
  
 Indebtedness and Liens. (1) Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement, create, incur or assume indebtedness for borrowed
money, including capital leases, (2) sell, transfer, mortgage, assign, pledge, lease, grant a security interest in, or encumber any of Borrower’s assets (except as allowed as Permitted Liens), or (3) sell with recourse any of
Borrower’s accounts, except to Lender. 
  
 Continuity of
Operations. (1) Engage in any business activities substantially different than those in which Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its
name, dissolve or transfer or sell Collateral out of the ordinary course of business, or (3) pay any dividends on Borrower’s stock (other than dividends payable in its stock), provided, however that notwithstanding the foregoing, but only
so long as no Event of Default has occurred and is continuing or would result from the payment of dividends, if Borrower is a “Subchapter S Corporation” (as defined in the Internal Revenue Code of 1986, as amended), Borrower may pay cash
dividends on its stock to its shareholders from time to time in amounts necessary to enable the shareholders to pay income taxes and make estimated income tax payments to satisfy their liabilities under federal and state law which arise solely from
their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of Borrower’s stock, or purchase or retire any of Borrower’s outstanding shares or alter or amend Borrower’s capital structure.

  
 Loans, Acquisitions and Guaranties. (1) Loan, invest
in or advance money or assets to any other person, enterprise or entity, (2) purchase, create or acquire any interest in any other enterprise or entity, or (3) incur any obligation as surety or guarantor other than in the ordinary course
of business. 
  
 Agreements. Borrower will not enter into
any agreement containing any provisions which would be violated or breached by the performance of Borrower’s obligations under this Agreement or in connection herewith. 
  
 CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any
other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that
Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse
change in Borrower’s financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such
Guarantor’s guaranty of the Loan or any other loan with Lender. 
  
 DEFAULT. Each of the following shall constitute an Event of Default under this Agreement:  
  
 Payment Default. Borrower fails to make any payment when due under the Loan. 
  
 Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition
contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other 

  

 Page 5 









 BUSINESS LOAN AGREEMENT (ASSET BASED) 
 (Continued) 
 Loan No: 258901 
  

 
agreement between Lender and Borrower. 
  
 Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales
agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s or any Grantor’s property or Borrower’s or any Grantor’s ability to repay the Loans or perform their
respective obligations under this Agreement or any of the Related Documents. 
  
 False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under this Agreement or the Related Documents is false or misleading in any
material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. 
  
 Insolvency. The dissolution or termination of Borrower’s existence as a going business, the insolvency of Borrower, the appointment of a
receiver for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. 
  
 Defective Collateralization. This Agreement or any of the Related
Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. 
  
 Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial
proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Loan. This includes a garnishment of any of Borrower’s accounts, including deposit accounts,
with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender
written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for
the dispute. 
  
 Events Affecting Guarantor. Any of the
preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. 
  
 Change in Ownership. Any change in ownership of twenty-five percent
(25%) or more of the common stock of Borrower. 
  
 Adverse Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance of the Loan is impaired. 
  
 EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related
Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to make further Loan Advances or disbursements), and, at Lender’s
option, all Indebtedness immediately will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described in the “Insolvency” subsection above, such acceleration
shall be automatic and not optional. In addition, Lender shall have all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited by applicable law, all of Lender’s
rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an
obligation of Borrower or of any Grantor shall not affect Lender’s right to declare a default and to exercise its rights and remedies. 
  
 JURY WAIVER. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE
OTHER. EACH PARTY RECOGNIZES AND AGREES THAT THE FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT. EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY
AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. 
  
 IF THE JURY WAIVER SET FORTH IS NOT ENFORCEABLE, THEN ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN SHALL BE
SETTLED BY FINAL AND BINDING ARBITRATION HELD IN SAN JOSE, CALIFORNIA IN ACCORDANCE WITH THE THEN APPLICABLE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. JUDGMENT UPON ANY AWARD RESULTING FROM ARBITRATION MAY BE ENTERED INTO
AND ENFORCED BY ANY STATE OF FEDERAL COURT HAVING JURISDICTION THEREOF. 
  
 LIQUID ASSETS. The words “Liquid Assets” mean Borrower’s cash on hand plus Borrower’s readily marketable securities. 
  
 WORKING CAPITAL. The words “Working Capital” mean Borrower’s current assets, less Borrower’s current liabilities. 
  
 DEPOSIT ACCOUNTS. Borrower shall establish and maintain its primary operating accounts
with Lender. 
  
 FOREIGN EXCHANGE FORWARD CONTRACT COMMITMENTS. As a
sub-feature under this Note, Lender agrees from time to time, to enter into Foreign Exchange Forward Contracts (each individually, a “Forward Contract” and collectively “Forward Contracts”) with the Borrower; provided however,
that the form and substance of each “Forward Contract” shall be subject to approval by Lender in its sole discretion; and provided further, that the aggregate Required Reserve of all outstanding “Forward Contracts” shall at no
time exceed the principal amount of this Note. 
  
 As used herein, “Required
Reserve” shall mean an amount deducted from the total credit available under this Note as a reserve for fluctuations in the exchange rate of the currency covered by each Forward Contract. Amounts so deducted shall not be available for advances
hereunder. Lender will determine the Required Reserve in its sole discretion and will inform Borrower of the amount of the Required Reserve at Borrower’s request. 
  
 Each “Forward Contract” shall be settled at a date designated by the forward contract; provided however, that no Forward Contract
shall have a settlement date subsequent to the maturity of this Note. . Each Forward Contract shall be subject to the terms and conditions of the Foreign Exchange Agreement and related documents, if any, required by Lender in connection with such
Forward Contract. Any costs Lender may incur in closing or unwinding a Forward Contract when Borrower fails to settle the Forward Contract shall be deemed an advance under this Note and shall be repaid by Borrower in accordance with the terms and
conditions applicable to such advances; provided however, that if this Note or advances thereunder are not available, for any reason whatsoever, at the time Lender closes or unwinds the Forward Contract, then the full amount of associated costs
shall be immediately due and payable, together with interest thereon, from the date such amount is paid by Lender to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under this Note. In such event,
Borrower agrees that Lender, at Lender’s sole discretion, may debit Borrower’s deposit account with Lender for the amount of any such costs. 
  
 FORWARD EXCHANGE DEFINITION. The purchase and sale of the currency of the United States and of foreign countries at a fixed rate for a later delivery and payment
by Borrower under contract(s) ordered through means acceptable to Bank. 
  
 GOVERNING LAW. This Agreement will be governed by, construed and enforced in accordance with the laws of the State of California. This Agreement has been accepted by Lender in the State of California. 
  

 Page 6 









 BUSINESS LOAN AGREEMENT (ASSET BASED) 
 (Continued) 
 Loan No: 258901 
  

 MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: 
  
 Amendments. This Agreement, together with any Related Documents,
constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to
be charged or bound by the alteration or amendment. 
  
 Attorneys’ Fees; Expenses. Borrower agrees to pay upon demand all of Lender’s costs and expenses, including Lender’s attorneys’ fees and Lender’s legal expenses, incurred in connection with the enforcement of
this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender’s attorneys’ fees and legal expenses whether or not
there is a lawsuit, including attorneys’ fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Borrower also
shall pay all court costs and such additional fees as may be directed by the court. 
  
 Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. 
  
 Consent to Loan Participation. Borrower agrees and consents to
Lender’s sale or transfer, whether now or later, of one or more participation interests in the Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one of more
purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters.
Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interests. Borrower also agrees that the purchasers of any such participation interests will be
considered as the absolute owners of such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. Borrower further waives all rights of offset or
counterclaim that it may have now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower’s obligation under the Loan irrespective of
the failure or insolvency of any holder of any interest in the Loan. Borrower further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have
against Lender. 
  
 No Waiver by Lender. Lender shall not
be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A
waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender’s right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor
any course of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender’s rights or of any of Borrower’s or any Grantor’s obligations as to any future transactions. Whenever the
consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or
withheld in the sole discretion of Lender. 
  
 Notices.
Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally
recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its
address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party’s address. For notice purposes, Borrower agrees to keep Lender informed at all times
of Borrower’s current address. Unless otherwise provided or required by law, if there is more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers. 
  
 Severability. If a court of competent jurisdiction finds any
provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision
shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or
unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. 
  
 Subsidiaries and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without
limitation any representation, warranty or covenant, the word “Borrower” as used in this Agreement shall include all of Borrower’s subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this
Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower’s subsidiaries or affiliates. 
  
 Successors and Assigns. All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall bind
Borrower’s successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall not, however, have the right to assign Borrower’s rights under this Agreement or any interest therein, without the
prior written consent of Lender. 
  
 Survival of
Representations and Warranties. Borrower understands and agrees that in extending Loan Advances, Lender is relying on all representations, warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument
delivered by Borrower to Lender under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such representations, warranties and covenants will survive the extension of Loan
Advances and delivery to Lender of the Related Documents, shall be continuing in nature, shall be deemed made and redated by Borrower at the time each Loan Advance is made, and shall remain in full force and effect until such time as Borrower’s
indebtedness shall be paid in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur. 
  
 Time is of the Essence. Time is of the essence in the performance of this Agreement. 
  
 DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless
specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as
the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. Accounting words and terms not otherwise defined in this Agreement shall have the
meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement: 
  
 Account. The word “Account” means a trade account, account receivable, other receivable, or other right to payment for goods sold or
services rendered owing to Borrower (or to a third party grantor acceptable to Lender). 
  
 Advance. The word “Advance” means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower’s behalf under the terms and conditions of this Agreement. 
  
 Agreement. The word “Agreement” means this Business Loan
Agreement (Asset Based), as this Business Loan Agreement (Asset Based) 

  

 Page 7 









 BUSINESS LOAN AGREEMENT (ASSET BASED) 
 (Continued) 
 Loan No: 258901 
  

 
may be amended or modified from time to time, together with all exhibits and schedules attached to this Business Loan Agreement (Asset Based) from time to
time. 
  
 Borrower. The word “Borrower” means
RAINMAKER SYSTEMS, INC. and includes all co-signers and co-makers signing the Note and all their successors and assigns. 
  
 Borrowing Base. The words “Borrowing Base” mean, as determined by Lender from time to time, the lesser of (1) $4,000,000.00 or
(2) 80.000% of the aggregate amount of Eligible Accounts (not to exceed in corresponding Loan amount based on Eligible Accounts $4,000,000.00). 
  

Business Day. The words “Business Day” mean a day on which commercial banks are open in the State of California. 
  
 Cash & Equivalent. The words “Cash &
Equivalent” mean all of Borrower’s cash, marketable securities, and other near-cash items, excluding sinking funds. 
  
 Collateral. The word “Collateral” means all property and assets granted as collateral security for a Loan, whether real or personal
property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest, mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage,
collateral chattel mortgage, chattel trust, factor’s lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien
interest whatsoever, whether created by law, contract, or otherwise. The word Collateral also includes without limitation all collateral described in the Collateral section of this Agreement. 
  
 Eligible Accounts. The words “Eligible Accounts” mean at
any time, all of Borrower’s Accounts which contain selling terms and conditions acceptable to Lender. The net amount of any Eligible Account against which Borrower may borrow shall exclude all returns, discounts, credits, and offsets of any
nature. Unless otherwise agreed to by Lender in writing, Eligible Accounts do not include: 
  
 (1) Accounts with respect to which the Account Debtor is employee or agent of Borrower. 
  
 (2) Accounts with respect to which the Account Debtor is a subsidiary of, or affiliated with Borrower or its shareholders, officers, or directors.

  
 (3) Accounts with respect to which goods are placed on
consignment, guaranteed sale, or other terms by reason of which the payment by the Account Debtor may be conditional. 
  
 (4) Accounts with respect to which the Account Debtor is not a resident of the United States, except to the extent such Accounts are supported by
insurance, bonds or other assurances satisfactory to Lender. 
  
 (5) Accounts with respect to which Borrower is or may become liable to the Account Debtor for goods sold or services rendered by the Account Debtor to Borrower. 
  
 (6) Accounts which are subject to dispute, counterclaim, or setoff. 
  
 (7) Accounts with respect to which the goods have not been shipped or
delivered, or the services have not been rendered, to the Account Debtor. 
  
 (8) Accounts with respect to which Lender, in its sole discretion, deems the creditworthiness or financial condition of the Account Debtor to be unsatisfactory. 
  
 (9) Accounts of any Account Debtor who has filed or has had filed against it
a petition in bankruptcy or an application for relief under any provision of any state or federal bankruptcy, insolvency, or debtor-in-relief acts; or who has had appointed a trustee, custodian, or receiver for the assets of such Account Debtor; or
who has made an assignment for the benefit of creditors or has become insolvent or fails generally to pay its debts (including its payrolls) as such debts become due. 
  
 (10) Accounts with respect to which the Account Debtor is the United States government or any department or agency of the
United States. 
  
 (11) Accounts which have not been paid in full
within 90 days from the invoice date. The entire balance of any Account of any single Account Debtor will be ineligible whenever the portion of the Account which has not been paid within 90 days from the invoice date is in
excess of 35.000% of the total amount outstanding on the Account. 
  
 (12) That portion of the Accounts of any single Account Debtor which exceeds 25.000% of all of Borrower’s Accounts. 
  

(13) exception for #4: Canadian accounts will be considered eligible. 
  
 Environmental Laws. The words “Environmental Laws” mean any and all state, federal and local statutes,
regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et
seq. (“CERCLA”), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 (“SARA”), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery
Act, 42 U.S.C. Section 6901, et seq., Chapters 6.5 through 7.7 of Division 20 of the California Health and Safety Code, Section 25100, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto.

  
 Event of Default. The words “Event of
Default” mean any of the events of default set forth in this Agreement in the default section of this Agreement. 
  
 Expiration Date. The words “Expiration Date” mean the date of termination of Lender’s commitment to lend under this Agreement.

  
 GAAP. The word “GAAP” means generally
accepted accounting principles. 
  
 Grantor. The word
“Grantor” means each and all of the persons or entities granting a Security Interest in any Collateral for the Loan, including without limitation all Borrowers granting such a Security Interest. 
  
 Guarantor. The word “Guarantor” means any guarantor,
surety, or accommodation party of any or all of the Loan. 
  
 Guaranty. The word “Guaranty” means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. 
  
 Hazardous Substances. The words “Hazardous Substances” mean materials that, because of their quantity,
concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or
otherwise handled. The words “Hazardous Substances” are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws.
The term “Hazardous Substances” also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. 
  

 Page 8 









 BUSINESS LOAN AGREEMENT (ASSET BASED) 
 (Continued) 
 Loan No: 258901 
  

 Indebtedness. The word “Indebtedness” means the indebtedness evidenced by the Note
or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents. 
  
 Lender. The word “Lender” means BRIDGE BANK, National
Association, its successors and assigns. 
  
 Letter of Credit.
The words “Letter of Credit” mean a letter of credit issued by Lender on behalf of Borrower as described in the Letter of Credit Facility section of this Agreement. 
  
 Loan. The word “Loan” means any and all loans and financial accommodations from Lender to Borrower whether
now or hereafter existing, and however evidenced, including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time. 
  
 Note. The word “Note” means The Note executed by Rainmaker
System, Inc., in the principal amount of $3,000,000.00 dated April 29, 2004, together with all renewals of, extensions of, modifications of, refinancing of, consolidations of, and substitutions for the note or credit agreement. 
  
 Permitted Liens. The words “Permitted Liens” mean (1) liens
and security interests securing Indebtedness owed by Borrower to Lender; (2) liens for taxes, assessments, or similar charges either not yet due or being contested in good faith; (3) liens of materialmen, mechanics, warehousemen, or
carriers, or other like liens arising in the ordinary course of business and securing obligations which are not yet delinquent; (4) purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower
in the ordinary course of business to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph of this Agreement titled “Indebtedness and Liens”; (5) liens and security interests
which, as of the date of this Agreement, have been disclosed to and approved by the Lender in writing; and (6) those liens and security interests which in the aggregate constitute an immaterial and insignificant monetary amount with respect to
the net value of Borrower’s assets. 
  
 Primary Credit
Facility. The words “Primary Credit Facility” mean the credit facility described in the Line of Credit section of this Agreement. 
  
 Related Documents. The words “Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental agreements,
guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Loan. 
  
 Security Agreement. The words “Security Agreement” mean and
include without limitation any agreements, promises, covenants, arrangements, understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest. 
  
 Security Interest. The words “Security Interest” mean,
without limitation, any and all types of collateral security, present and future, whether in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel
mortgage, chattel trust, factor’s lien, equipment trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever whether created by
law, contract, or otherwise. 
  
 Trade Receivables. The
words “Trade Receivables” mean all of Borrower’s accounts from trade, net of allowance for doubtful accounts. 
  
 BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT (ASSET BASED) AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT
(ASSET BASED) IS DATED DECEMBER 16, 2005. 
  

			
	BORROWER:
	
	RAINMAKER SYSTEMS, INC.
		
	By:	 	


	 	 	Authorized Signer for RAINMAKER SYSTEMS, INC.
	
	LENDER:
	
	BRIDGE BANK, NATIONAL ASSOCIATION
		
	By:	 	


	 	 	Authorized Signer

  
 LASER PRO Lending. Ver.
5.28.00.004 Copr. Harland Financial Solutions, Inc. 1997, 2005. All Rights Reserved. - CA y:\CFI\LPL\C40.FC TR-2268 PR-37 
  

 Page 9 








 AGREEMENT TO PROVIDE INSURANCE 
  

															
	Principal

	  	Loan Date

	  	Maturity

	  	Loan No

	  	Call /Coll

	  	Account

	  	Officer

	  	Initials


	$4,000,000.00	  	12-16-2005	  	12-10-2006	  	258901	  	 	  	0000002589-01	  	310	  	



  
 References in the
shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. 
 Any item
above containing “***” has been omitted due to text length limitations. 
  

							
	Grantor:	    	 RAINMAKER SYSTEMS, INC.
 900 E. HAMILTON AVE.
STE 400
 CAMPBELL, CA 95008
	  	Lender:	    	 BRIDGE BANK, National Association
 55 Almaden
Boulevard
 Suite 100
 San Jose, CA
95113


  
 INSURANCE REQUIREMENTS.
Grantor, RAINMAKER SYSTEMS, INC. (“Grantor”), understands that insurance coverage is required in connection with the extending of a loan or the providing of other financial accommodations to Grantor by Lender. These requirements are
set forth in the security documents for the loan. The following minimum insurance coverages must be provided on the following described collateral (the “Collateral”): 
  

			
	Collateral:	  	 All inventory, equipment, accounts, chattel paper, instruments (including but not limited to all promissory notes), certificates of title,
documents of title, deposit accounts, investment property, money, general intangibles (including but not limited to all software and all payment intangibles), and fixtures.
 Type: All risks, including fire, theft and liability.
 Amount: Full Insurable Value.
 Basis: Replacement value.
 Endorsements: Lender loss payable
clause with stipulation that coverage will not be cancelled or diminished without a minimum of 10 days prior written notice to Lender.
 Deductibles:
$5,000.00.
 Latest Delivery Date: By the loan closing date.


  
 INSURANCE COMPANY. Grantor may
obtain insurance from any insurance company Grantor may choose that is reasonably acceptable to Lender. Grantor understands that credit may not be denied solely because insurance was not purchased through Lender. 
  
 FAILURE TO PROVIDE INSURANCE. Grantor agrees to deliver to Lender, on the latest
delivery date stated above, proof of the required insurance as provided above, with an effective date of December 16, 2005, or earlier. Grantor acknowledges and agrees that if Grantor fails to provide any required insurance or fails to continue
such insurance in force, Lender may do so at Grantor’s expense as provided in the applicable security document. The cost of any such insurance, at the option of Lender, shall be added to the indebtedness as provided in the security document.
GRANTOR ACKNOWLEDGES THAT IF LENDER SO PURCHASES ANY SUCH INSURANCE, THE INSURANCE WILL PROVIDE LIMITED PROTECTION AGAINST PHYSICAL DAMAGE TO THE COLLATERAL, UP TO AN AMOUNT EQUAL TO THE LESSER OF (1) THE UNPAID BALANCE OF THE DEBT, EXCLUDING
ANY UNEARNED FINANCE CHARGES, OR (2) THE VALUE OF THE COLLATERAL; HOWEVER, GRANTOR’S EQUITY IN THE COLLATERAL MAY NOT BE INSURED. IN ADDITION, THE INSURANCE MAY NOT PROVIDE ANY PUBLIC LIABILITY OR PROPERTY DAMAGE INDEMNIFICATION AND MAY
NOT MEET THE REQUIREMENTS OF ANY FINANCIAL RESPONSIBILITY LAWS. 
  
 AUTHORIZATION. For purposes of insurance coverage on the Collateral, Grantor authorizes Lender to provide to any person (including any insurance agent or company) all information Lender deems appropriate, whether regarding the
Collateral, the loan or other financial accommodations, or both. 
  
 GRANTOR
ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT TO PROVIDE INSURANCE AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED DECEMBER 16, 2005. 
  

			
	GRANTOR:
	
	RAINMAKER SYSTEMS, INC.
		
	By:	 	


	 	 	Authorized Signer for RAINMAKER SYSTEMS, INC.

  
 FOR LENDER USE ONLY

 INSURANCE VERIFICATION 
  

			
	 DATE: ___________________
	  	PHONE ___________________
	 ________________________________
	  	 
	 AGENT’S NAME: __________________________________
	  	 
	 AGENCY: ________________________________________________
	  	 
	 INSURANCE COMPANY: ________________________________________
	  	 
	 POLICY NUMBER:
	  	 
	 EFFECTIVE DATES: ______________________________________________________________________________________________
 _______________________________________________________________________________________________________

	 COMMENTS:
____________________________________________________________________________________________
 _______________________________________________________________________________________________________


  
 LASER PRO Lending. Ver.
5.28.00.004 Copr. Harland Financial Solutions, Inc. 1997, 2005. All Rights Reserved. - CA v:\CFI\LPL\_____.FC TR-2268 PR-37 







 NOTICE OF INSURANCE REQUIREMENTS 
  

															
	 Principal

	  	Loan Date

	  	Maturity

	  	Loan No

	  	Call /Coil

	  	Account

	  	Officer

	  	Initials


	 	  	12-16-2005	  	 	  	258901	  	 	  	0000002589-01	  	310	  	



  
 References in the
shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. 
 Any item
above containing “***” has been omitted due to text length limitations. 
  

							
	Grantor:	  	 RAINMAKER SYSTEMS, INC.
 900 E. HAMILTON AVE.
STE 400
 CAMPBELL, CA 95008
	  	Lender:	  	 BRIDGE BANK, National Association
 55 Almaden
Boulevard
 Suite 100
 San Jose, CA
95113


  

					
	TO:	  	ATTN: Insurance Agent	  	DATE: December 16, 2005
			
	 RE:
	  	 Policy Number(s):
	  	 
	 	  	 Insurance Companies/Company:
	  	 

  
 Dear
Insurance Agent: 
  
 Grantor, RAINMAKER SYSTEMS, INC. (“Grantor”) is
obtaining a loan from BRIDGE BANK, National Association. Please send appropriate evidence of insurance to BRIDGE BANK, National Association, together with the requested endorsements, on the following property, which Grantor is giving as security for
the loan. 
  

			
	Collateral:	  	 All inventory, equipment, accounts, chattel paper, instruments (including but not limited to all promissory notes), certificates of title,
documents of title, deposit accounts, investment property, money, general intangibles (including but not limited to all software and all payment intangibles), and fixtures.
 Type: All risks, including fire, theft and liability.
 Amount: Full Insurable Value.
 Basis: Replacement value.
 Endorsements: Lender loss payable
clause with stipulation that coverage will not be cancelled or diminished without a minimum of 10 days prior written notice to Lender.
 Deductibles:
$5,000.00.
 Latest Delivery Date: By the loan closing date.


  

			
	GRANTOR:
	
	RAINMAKER SYSTEMS, INC.
		
	By:	 	


	 	 	Authorized Signer for RAINMAKER SYSTEMS, INC.

  
 RETURN TO: 
  
 55 Almaden Boulevard 
 Suite 100 
 San Jose, CA 95113

  
 LASER PRO Lending, Ver. 5.28.00.004 Copr. Harland Financial
Solutions, Inc. 1997, 2005. All Rights Reserved. - CA y:\CFI\LPL\_____.FC TR-2268 PR-37