Rainmaker Systems, Inc. Announces Intention to Trade on OTCQX Market

Rainmaker Systems, Inc. Announces Intention to Trade on OTCQX Market 
CAMPBELL, CA -- (Marketwired) -- 07/01/13 --  Rainmaker Systems, Inc.
(OTCQB: RMKR) (the "Company"), a recognized technology leader in the
rapidly emerging Cloud-based B2B e-Commerce market, today announced
its intention to move the listing of its common stock to the OTCQX.
The Company has appointed Scarsdale Equities, LLC as its designated
advisor for disclosure, a requirement of the OTCQX. The move remains
subject to the listing approval requirements of the OTCQX, and the
Company expects that its stock will continue to trade under the same
ticker symbol (RMKR). In addition, the Company announced that it has
voluntarily ended its appeal of the previously disclosed delisting
from the NASDAQ Stock Market (NASDAQ) and will remain on the OTCQB,
an electronic trading platform of the OTC Markets Group, until such
time that the Company qualifies to transfer to the OTCQX. 
"As we were processing our appeal, we continued to carefully evaluate
our options to maintain our listing on NASDAQ," stated Don Massaro,
president and CEO of Rainmaker. "That included whether or not to
implement a reverse split to satisfy the minimum share price
requirement."  
"Our detailed review involved looking at many factors, including the
costs associated with the compliance obligations and restrictions
that result from listing on NASDAQ," said Massaro. "We believe there
is significant benefit to existing and future shareholders to move
our common stock to the OTC. The Company's common stock will continue
trading on the OTC under the ticker RMKR. In addition, we have begun
the process to upgrade our listing to the OTCQX, the OTC's premier
tier, as we believe it will offer benefits similar to a traditional
exchange listing with major institutional investor participation and
strong liquidity." 
The move to the OTC 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.  
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. Due to the NASDAQ Hearings Panel
not having sufficient information to conclude that the Company would
regain compliance before the applicable deadline, the Panel decided
to delist the Company's stock. The Company's subsequent request to
file an appeal was confirmed by the NASDAQ Office of Appeals and
Review on June 13, 2013.  
NASDAQ will in due course process and file a Form 25 with the
Securities and Exchange Commission to effect the delisting of our
common stock from NASDAQ. 
About Rainmaker
 Rainmaker Systems, Inc. (RMKR) is a B2B e-Commerce
company that helps organizations of all sizes, ranging from Fortune
500 enterprises to small-to-medium-sized businesses, create new
revenue streams from segments of their customer base that extends
beyond traditional sales team capabilities. With its unique approach,
Rainmaker delivers proprietary cloud-based e-commerce technology,
global and localized sales-assist agents, and best-practice sales and
marketing expertise, allowing customers to discover and monetize
untapped revenue opportunities. For more information, please visit
www.rainmakersystems.com or call 800-631-1545. 
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. 
Contacts: 
Deborah A. Stapleton
Investor Relations
Rainmaker Systems, Inc.
650-470-4200
deb@stapleton.com 
Mallorie Burak
Chief Financial Officer
Rainmaker Systems, Inc.
408-340-2510
mallorie.burak@rmkr.com