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Rainmaker Systems, Inc. Reports Inducement Grant Under NASDAQ Listing Rule 5635(c)(4)

CAMPBELL, CA — (Marketwire) — 12/28/12 — Rainmaker Systems, Inc. (NASDAQ: RMKR), a leading global cloud e-Commerce company, today announced that the Compensation Committee of Rainmaker-s Board of Directors granted an inducement award to Donald J. Massaro in connection with his entering into employment as Rainmaker-s President and Chief Executive Officer.

On December 13, 2012, Rainmaker previously announced the hiring of Mr. Massaro, with his employment beginning on December 11, 2012. Mr. Massaro-s inducement awards, granted under Rainmaker-s 2012 Inducement Equity Incentive Plan adopted by Rainmaker-s Board of Directors on December 21, 2012, consist of (1) a grant of 500,000 restricted shares of common stock which will vest 1/16th quarterly over a four year term, (2) an option to purchase 500,000 shares of common stock which will vest 1/16th quarterly over a four year term and (3) a grant of 250,000 restricted shares of common stock which will vest in a single installment on March 31, 2013. The grant of 250,000 restricted shares vesting on March 31, 2013 was negotiated by Mr. Massaro as part of his initial compensation, as Mr. Massaro requested stock compensation in lieu of cash compensation for a specified period due to his confidence in Rainmaker-s potential future stock price appreciation.

The Compensation Committee of Rainmaker-s Board of Directors granted the awards on December 27, 2012 as inducements material to Mr. Massaro entering into employment with Rainmaker in accordance with NASDAQ Listing Rule 5635(c)(4).

Rainmaker is an e-Commerce software company that helps multi-national companies address the B2B market by maximizing sales revenue for their products and services. The Rainmaker e-Commerce platform can be enhanced with Rainmaker customer assist agents to maximize revenue and customer satisfaction through the entire customer life cycle.

For more information, visit or call 800-631-1545.

NOTE: Rainmaker Systems and the Rainmaker logo are registered with the U.S. Patent and Trademark Office. All other service marks or trademarks are the property of their respective owners.

Timothy Burns
Chief Financial Officer
Rainmaker Systems, Inc.
(512) 949-6021