Reverse Splits

[sludgehound]

RMKR $0.49 R/S approved 1:5

Dec 15, 2005 1:05:29 PM

Board of Directors Sets Split Ratio at 1-for-5 Shares

CAMPBELL, Calif., Dec 15, 2005 /PRNewswire-FirstCall via COMTEX/ --

Rainmaker Systems, Inc. (Nasdaq: RMKR), a leading outsource provider of integrated sales and marketing services, today announced that its stockholders have authorized the company's Board of Directors to effect a reverse split of the outstanding shares of the company's common stock by a ratio of between 1-for-3 and 1-for-10 and that, so authorized, the company's Board of Directors has elected to effect a reverse split in the ratio of 1-for-5. The company has filed an amendment to its Certificate of Incorporation effecting the reverse split as of 5:00 p.m. Eastern Time on Dec. 15, 2005. It is anticipated that shares of the company's common stock will begin trading on the NASDAQ Small Cap Market on a post-split basis effective at the beginning of trading on Dec. 16, 2005. A letter "D" will be appended to Rainmaker's trading symbol for a period of 20 trading days to alert the trading community of the reverse split.

"We appreciate the support of our stockholders in granting our Board of Directors the authority to effect a reverse split," said Michael Silton, chief executive officer. "We feel very positively about our business and our recent accomplishments, including the significant expansion of our agreement with our Fortune 50 software client. Also, we successfully integrated two acquisitions and transitioned our operations center to Austin. Our financial performance has improved significantly in the past year, as evidenced by our third quarter results with the achievement of positive EBITDA, and organic revenue growth of 30 percent annually and seven percent sequentially. By completing the reverse split we will be able to more appropriately align our capital structure and regain compliance with NASDAQ listing requirements. We are well positioned for success in 2006 with our focus on revenue growth and GAAP profitability."

Rainmaker stockholders will receive one share of the company's common stock for each five shares of common stock held as of the effective date of the reverse split, with fractional common stock shares paid in cash. Upon the effectiveness of the reverse split, the number of shares of Rainmaker's common stock outstanding will be approximately 11.3 million shares, excluding stock options and unexercised warrants and subject to adjustment for fractional shares.

About Rainmaker Systems

Rainmaker Systems is a leading outsource provider of integrated sales and marketing services for companies that want to drive more sales. Rainmaker offers a closed-loop sales process and a comprehensive suite of services that ensures companies are both filling their sales pipelines with quality leads and closing them efficiently and cost effectively. Core services include telesales, integrated direct marketing and hosted e-commerce. Additional offerings include a proprietary database, customer database enhancement services, CRM technology integration and order management.

Rainmaker helps approximately 50 companies ranging from Fortune 500 to dynamic technology start-ups grow their revenues and increase customer loyalty by providing lead generation and contract renewal sales solutions.

For more information, visit www.rmkr.com and www.sunsetdirect.com.

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

SOURCE Rainmaker Systems, Inc.

Leslie Green of Stapleton Communications Inc., [phone], or [e-mail], for Rainmaker Systems, Inc.; or Steve Valenzuela, Chief Financial Officer of Rainmaker Systems, Inc., [phone], or [e-mail] http://www.prnewswire.com

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