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Published on 6/23/2011 in the Prospect News PIPE Daily.

Rainmaker arranges $3.89 million registered direct offering of units

Proceeds will be used for general corporate purposes, working capital

By Devika Patel

Knoxville, Tenn., June 23 - Rainmaker Systems, Inc. will conduct a $3.89 million registered direct offering of units via agent Merriman Capital, Inc., according to a prospectus supplement filed Thursday with the Securities and Exchange Commission.

The company will sell 3,675,182 units of one common share and a warrant for 0.4 shares. Of the units, about 3.5 million will be sold at $1.05 per unit to outside investors and 141,133 units will be sold at $1.24 each to insiders.

The whole warrants are exercisable at $1.40 for five years. The strike price is a 12% premium to the June 22 closing share price of $1.25.

Settlement is expected June 24.

Proceeds will be used for general corporate purposes, including working capital and capital expenditures, as well as to acquire complementary technologies or businesses when the opportunity arises.

Based in Campbell, Calif., Rainmaker provides business-to-business marketing services.

Issuer:Rainmaker Systems, Inc.
Issue:Units of one common share and a warrant for 0.4 shares
Amount:$3,885,756
Units:3,675,182
Price:$1.05, $1.24 (insiders' price, for 141,133 units)
Warrants:One warrant for 0.4 shares per unit
Warrant expiration:Five years
Warrant strike price:$1.40
Agent:Merriman Capital, Inc.
Pricing date:June 23
Settlement date:June 24
Stock symbol:Nasdaq: RMKR
Stock price:$1.25 at close June 22
Market capitalization:$22.32 million

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