STOCKHOLDERS VOTING AGREEMENT

Exhibit 10.40

STOCKHOLDERS VOTING AGREEMENT

THIS STOCKHOLDERS VOTING AGREEMENT (this “ Agreement ”) is made as of December 23, 2002, by and among (i) Rackable Corporation, a Delaware Corporation (the “ Company ”), (ii) Rackable Systems, Inc., a Delaware corporation (“ Rackable ”), (iii) Rackable Investment LLC, a Delaware limited liability company (the “ Investor Stockholder ”), and the other persons who may become signatory hereto (the “ Other Stockholders ”). The Investor Stockholder, Rackable and the Other Stockholders are sometimes referred to herein collectively as the “ Stockholders ” and individually as a “ Stockholder .” Capitalized terms used but not otherwise defined herein have the meanings given to such terms in Section 2 hereof.

WHEREAS, the Company and the Investor Stockholder have entered into that certain Securities Purchase Agreement (the “ Securities Purchase Agreement ”), dated as of the date hereof, pursuant to which the Company sold an aggregate of 20,000,000 shares of Series A Preferred Stock of the Company to the Investor Stockholder, par value $0.001 per share.

WHEREAS, the Company and Rackable have entered into that certain Asset Acquisition Agreement (the “ Asset Acquisition Agreement ”), dated as of the date hereof, pursuant to which the Company purchased substantially all of the assets of Rackable free and clear of all liens.

WHEREAS, the execution and delivery of this Agreement is a condition to closing to both the Asset Acquisition Agreement and the Securities Purchase Agreement.

WHEREAS, the Investor Stockholder and Rackable are all of the stockholders of the Company and, as such, they desire to enter into this Agreement for the purpose of establishing the composition of the Company’s Board of Directors.

NOW, THEREFORE, in consideration of the mutual promises made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Board of Directors .

(a) From and after the Closing and until the provisions of this Section 1 cease to be effective, each Stockholder shall vote all of its voting securities of the Company over which such Stockholder has voting control and shall take all other necessary or desirable actions within his control (whether in its capacity as a stockholder, director, member of the board or any committee thereof or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special board and stockholder meetings and causing the nomination of the directors), as follows:

1.

(b) Removal of Director . Any director of the Company may be removed from the Board in the manner allowed by law and the Company’s certificate of incorporation and bylaws, but with respect to a director designated pursuant to Section 1(a) above, only upon a vote of the Stockholders entitled to designate such director. If at any time, the Stockholders entitled to designate a director pursuant to Section 1(b) shall notify the other Stockholders of their wish to remove at any time and for any reason (or no reason) such director designated by it, then each Stockholder so notified and entitled to vote shall vote all of its or his Shares so as to remove such director.

(c) Replacement of Director . If at any time a vacancy is created on the Board by reason of the incapacity, death, removal or resignation of a director, then the Stockholders entitled to designate such director pursuant to Section 1(a) shall designate a director to fill such vacancy. Upon receipt of notice of the designation of a nominee pursuant to this Section 1(c) , each Stockholder, as the case may be, shall, as soon as practicable after the date of such notice, take action, including the voting of its voting securities, to elect the director so designated to fill such vacancy.

2. Definitions . The following terms will have the following meanings set forth below:

“ Affiliate ” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise.

“ Board ” means the board of directors of the Company.

“ Founder ” shall mean each of Giovanni Coglitore, Nikolai Gallo and Jack Randall.

2.

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“ Public Offering ” means any underwritten sale of the Company’s common stock pursuant to an effective registration statement under the Securities Act filed with the Securities and Exchange Commission on Form S-1 (or a successor form adopted by the Securities and Exchange Commission); provided that the following will not be considered a Public Offering: (i) any issuance of common stock as consideration for a merger or acquisition, and (ii) any issuance of common stock or rights to acquire common stock to existing stockholders or to employees of the Company or its Subsidiaries on Form S-4 or S-8 (or a successor form adopted by the Securities and Exchange Commission) or otherwise.

“ Sale of the Company ” means any transaction or series of transactions pursuant to whic