Rainmaker Systems, Inc. Announces Receipt of Delisting Notice From NASDAQ; Common Stock to Move to OTCQB Pending Appeal

Rainmaker Systems, Inc. Announces Receipt of Delisting Notice From NASDAQ; 
Common Stock to Move to OTCQB Pending Appeal 
CAMPBELL, CA -- (Marketwired) -- 06/12/13 --  Rainmaker Systems, Inc.
(NASDAQ: RMKR) (the "Company"), a recognized technology leader in the
rapidly emerging cloud-based B2B e-Commerce market, today announced
that it received notice from the NASDAQ Stock Market (NASDAQ) on June
11, 2013, that the NASDAQ Hearings Panel (the "Panel") has determined
to delist the Company's shares from NASDAQ effective at the opening
of business on Thursday, June 13, 2013. On that same date, the
Company's common stock will become eligible to trade on the OTCQB,
which is an electronic trading platform of the OTC Markets Group. The
Company's trading symbol will remain RMKR. As of that date, investors
and other interested parties will be able to view the Real Time Level
II stock quotes for RMKR at http://www.otcmarkets.com.  
As previously disclosed, the Company faced delisting due to violation
of Listing Rule 5550(b)(1) because its stockholders' equity had
fallen below the required minimum of $2.5 million. Due to the Panel
not having sufficient information to conclude that the Company will
regain compliance before the applicable deadline, the Panel has
decided to delist the Company's stock.  
The Company plans to appeal the Panel's decision to the NASDAQ
Listing and Hearing Review Council. 
The move to the OTCQB does not alter the Company's SEC reporting
obligations under applicable securities laws. Accordingly, the
Company will continue to file its Quarterly Reports on Form 10-Q,
Annual Reports on Form 10-K and Current Reports on Form 8-K. 
About Rainmaker
 Rainmaker Systems, Inc. (RMKR) is a
Commerce-as-a-Service (CaaS) company that helps large enterprises
gain greater market share and increased brand awareness for
cloud-based or on-premise based product offerings in the worldwide
SMB market. Rainmaker does this with an advanced e-Commerce open
architecture SaaS platform that easily integrates cloud-based
applications and on-premise applications with its Global Commerce
Services to provide its clients with a strategic partnership, quick
market entry, and rapid growth. 
Safe Harbor Statement
 This press release may contain forward-looking
statements regarding future events. These forward-looking statements
are based on information available to Rainmaker as of this date and
the Company assumes no obligation to update any such forward-looking
statements. These statements are not guarantees of future
performance, and actual results could differ materially from current
expectations. Among the factors that could cause actual results to
differ materially from those in the forward-looking statements are
client concentration, as the company depends on a small number of
clients for a significant percentage of its revenue; the possibility
of the discontinuation and/or realignment of some client
relationships; general market conditions, the current difficult
macro-economic environment and its impact on Rainmaker's business, as
clients are reducing their overall marketing spending and their
customers are reducing their purchase of service contracts; market
acceptance of our service programs and pricing options; the financial
condition of our clients' businesses and other factors detailed the
company's filings with the Securities and Exchange Commission (SEC),
including our filings on forms 10-K and 10-Q. 
For more information, visit www.rainmakersystems.com or call
Derek James
McGrath/Power Public Relations
Mallorie Burak
Chief Financial Officer
Rainmaker Systems, Inc.
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