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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K

(MARK ONE)



|x | ANNUAL REPORT PURSUANT TO SELECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | --------------------------------------------------------------------------------------

FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2009

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

FOR THE TRANSITION PERIOD FROM

TO

COMMISSION FILE NUMBER 000-28009

RAINMAKER SYSTEMS, INC.

(Exact name of registrant as specified in its charter)



|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|DELAWARE                                                      |  | 33-0442860                         
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.)
|                                                              | 
|900 EAST HAMILTON AVECAMPBELL, CALIFORNIA                     |  | 95008                              
|(Address of principal executive offices)                      |  | (Zip Code)                         

Registrants telephone number, including area code: (408) 626-3800

Securities registered pursuant
to Section 12(b) of the Act:



|                                         |  |                                           
|---------------------------------------- |  | ------------------------------------------
|Title of Each Class                      |  | Names of Each Exchange on which Registered
|Common Stock, $0.001 par value per share |  | The NASDAQ Global Market LLC              

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the Registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes   ̈    No  x

Note  Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the
Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer or a smaller reporting company. See definition of accelerated filer, large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                           |  |                   |   |  |                       |   |  |                           |  
|-------------------------- |  | ----------------- | - |  | --------------------- | - |  | ------------------------- | -
|Large accelerated filer   ̈ |  | Accelerated filer |  ̈ |  | Non-accelerated filer |  ̈ |  | Smaller reporting company | x

Indicate by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).    Yes   ̈    No  x

The aggregate market value of common stock held by non-affiliates of the registrant was approximately $20.0 million as of June 30, 2009, the last business day of the registrants most recently completed second fiscal quarter,
based upon the closing sales price of the registrants common stock reported by the Nasdaq Global Market on that date. For purposes of this disclosure, shares of common stock held by persons who hold more than 5% of the outstanding shares of
common stock and shares held by officers and directors of the registrant have been excluded in that such persons may be deemed to be affiliates.

At March 26, 2010, registrant had 22,439,960 shares of Common Stock outstanding.









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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-K contains forward-looking statements in Managements Discussion and Analysis of Financial Condition and Results of
Operations and elsewhere. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as may, will, should,
expects, plans, anticipates, believes, estimates, predicts, potential or continue or the negative of such terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under Risk Factors, that may cause our, or our industrys, actual results, levels of activity,
performance or achievements to be materially different from any future results, levels of activities, performance or achievements expressed in or implied by such forward-looking statements.

Among the important factors which could cause actual results to differ materially from those in the forward-looking statements are general
market conditions, the current very difficult macro-economic environment and its impact on our business as our clients are reducing their overall marketing spending and our clients customers are reducing their purchase of services contracts,
the high degree of uncertainty and our limited visibility due to economic conditions, our ability to execute our business strategy, our ability to integrate acquisitions without disruption to our business, the effectiveness of our sales team and
approach, our ability to target, analyze and forecast the revenue to be derived from a client and the costs associated with providing services to that client, the date during the course of a calendar year that a new client is acquired, the length of
the integration cycle for new clients and the timing of revenues and costs associated therewith, our client concentration given that we are currently dependent on a few significant client relationships, potential competition in the marketplace, the
ability to retain and attract employees, market acceptance of our service programs and pricing options, our ability to maintain our existing technology platform and to deploy new technology, our ability to sign new clients and control expenses, the
possibility of the discontinuation of some client relationships, the financial condition of our clients businesses, our ability to raise additional equity or debt financing and other factors detailed in Part I Item 1A  Risk
Factors of this Form 10-K.

Although we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We assume no obligation to update such forward-looking statements publicly for any reason even if new information becomes available in the future,
except as may be required by law.



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RAINMAKER SYSTEMS, INC.

Table of Contents



|          |  |          |  |                                                                                                                  |  |     
|--------- |  | -------- |  | ---------------------------------------------------------------------------------------------------------------- |  | ----
|          |  |          |  |                                                                                                                  |  | Page
|PART I.   |  |         
|          |  | Item 1.  |  | Business                                                                                                         |  | 5   
|          |  | Item 1A. |  | Risk Factors                                                                                                     |  | 13  
|          |  | Item 1B. |  | Unresolved Staff Comments                                                                                        |  | 25  
|          |  | Item 2.  |  | Properties                                                                                                       |  | 26  
|          |  | Item 3.  |  | Legal Proceedings                                                                                                |  | 27  
|          |  | Item 4.  |  | Reserved                                                                                                         |  | 27  
|          | 
|PART II.  |  |         
|          |  | Item 5.  |  | Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 28  
|          |  | Item 6.  |  | Selected Financial Data                                                                                          |  | 30  
|          |  | Item 7.  |  | Managements Discussion and Analysis of Financial Condition and Results of
Operations                            |  | 31  
|          |  | Item 7A. |  | Qualitative and Quantitative Disclosures About Market Risk                                                       |  | 52  
|          |  | Item 8.  |  | Consolidated Financial Statements and Supplementary Data                                                         |  | 53  
|          |  | Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                             |  | 89  
|          |  | Item 9A. |  | Controls and Procedures                                                                                          |  | 89  
|          |  | Item 9B. |  | Other Information                                                                                                |  | 90  
|          | 
|PART III. |  |         
|          |  | Item 10. |  | Directors, Executive Officers and Corporate Governance                                                           |  | 91  
|          |  | Item 11. |  | Executive Compensation                                                                                           |  | 91  
|          |  | Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                   |  | 91  
|          |  | Item 13. |  | Certain Relationships and Related Transactions, and Director Independence                                        |  | 91  
|          |  | Item 14. |  | Principal Accountants Fees and Services                                                                          |  | 91  
|          | 
|PART IV.  |  |         
|          |  | Item 15. |  | Exhibits and Financial Statement Schedules                                                                       |  | 92  
|          |  |          | 
|          |  |          |  | Signatures                                                                                                       |  | 99  



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PART I



|ITEM 1. | BUSINESS
|------- | --------

Introduction

We are a leading provider of sales and marketing solutions, combining hosted application software and execution
services designed to drive more revenue for our clients. We have three primary product lines as follows: contract sales, lead development and training sales. We have developed an integrated solution, the Rainmaker Revenue Delivery
PlatformSM, that combines proprietary, on-demand
application software and advanced analytics with specialized sales and marketing execution services, which can include marketing strategy development, websites, e-commerce portal creation and hosting, both inbound and outbound e-mail, chat, direct
mail and telesales services.

We use the Rainmaker Revenue Delivery Platform to drive more revenue for our clients in a
variety of ways to:



| |  |  | provide a hosted technology portal for our clients and their resellers to assist in selling renewals;
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | sell, on behalf of our clients, the renewal of service contracts, software licenses and subscriptions, and warranties;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | generate, qualify and develop corporate leads, turning these prospects into qualified appointments for our clients field sales forces or leads
for their channel partners; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | provide a hosted application software platform that enables our clients to more effectively generate additional revenue from sales of Internet-based
and in-person training.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We operate as an extension of our clients, in that all of our interactions with our
clients customers, utilizing our multi-channel communications platform, incorporate our clients brands and trademarks, complementing and enhancing our clients sales and marketing efforts. Thus, our clients entrust us with some of
their most valuable assets  their brand and reputation. In the course of delivering these services, we utilize our proprietary databases to access the appropriate technology buyers and key decision makers.

We currently have approximately 145 clients, primarily in the computer hardware and software, telecommunications and financial services
industries.

We have acquired several businesses that have expanded our client base and geographic presence to include
international operations in Canada, the Philippines and Europe and enhanced the functionality of our Revenue Delivery Platform. These acquisitions have extended our technology capabilities and added new services which we offer across our expanding
client base.

Industry Background

The growth of the Internet, online advertising and multi-channel communications have created new methods for generating revenue. Although these developments have provided new ways of reaching existing and
potential customers, they have also created numerous challenges for companies. Organizations, unable to manage large volumes of customer and prospect information, are finding it increasingly difficult to efficiently convert prospect interactions
into actionable leads. In addition, competitive pressures are pushing companies to focus their direct sales force and other scarce sales and marketing resources on their most significant opportunities and new product sales rather than on contract
renewals, warranty sales and other after-sales products and services. Additional challenges and issues around data quality, sales channel complexity, marketing and sales efficiency, and resource allocation require companies to consider new
approaches and solutions for efficiently meeting the needs of their customers and maximizing revenue.



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Changing Market Dynamics.    The continued growth of the
Internet as an effective marketing channel has enabled companies to market to a broader audience, using a variety of alternative sales channels to support sales and follow-on services to these customers. At the same time, increasing competition has
motivated companies to target their direct sales forces at higher quality opportunities. These developments have increased the complexity of companies sales channels, partner relationships and the ability to measure the effectiveness of its
marketing and sales efforts.

The Internet has become an important and more efficient way of reaching existing and potential
customers. However, Internet leads often provide limited information on the real intentions of prospective customers. Integrating this information with qualified data on key decision makers and past buying patterns can increase its value. Gathering
this qualified information usually involves direct marketing, including website development, direct mail correspondence, e-mail, telesales or chat, or any combination of these. Managing these disparate sales channels, especially if used to address
the same customer, can be very challenging. Once a prospect has been qualified, the lead must be delivered to the right sales person or channel partner at the right time in the buying process.

Many companies, in addition to focusing on new customer growth, are also trying to maximize revenue from existing customers. For many
technology companies, particularly hardware and software vendors, this requires renewing software subscriptions and service contracts, and selling new software licenses and warranty extensions. An additional source of revenue is the sale of training
classes and online courses to a companys customers and channel partners. These products are often very profitable, recurring revenue streams for technology companies. Many of the same processes and technologies used to generate qualified leads
for new customers can be applied to selling and renewing service contracts or selling online training courses.

The
increasingly complex and competitive environment is motivating companies to maximize the value of investments across their business. Measuring, analyzing and optimizing the effectiveness of their investment in lead generation, contract renewals and
training sales require sophisticated data-mining and analytical technology and expert personnel.

Existing Sales and
Marketing Solutions and Services.    Companies have tried a variety of approaches to address these changing industry dynamics. Many organizations simply task their internal sales and marketing personnel with the
additional responsibilities of designing effective lead generation campaigns or selling service contracts. Some organizations purchase third party technology point solutions, such as sales force automation software, analysis and reporting tools, and
data cleansing technology. Alternatively, some companies have tried to shift part of their sales and marketing efforts to channel partners or other third party service providers such as dedicated lead generation companies.

Many of these traditional approaches suffer from the following challenges:



| |  |  | Inefficient Resource Allocation.    Building effective sales and marketing programs for service sales, lead generation and
training sales requires a substantial investment of time, money and other resources. Using a companys direct sales force and marketing departments for these functions can be inefficient as it defocuses the sales force from driving new customer
sales. Investing in and integrating the appropriate technology and other infrastructure utilizes resources which could be redirected to the companys primary selling efforts.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Inadequate Information.    Unqualified or mistimed leads result in a significant loss of time and productivity for an
organizations sales personnel. Over time, sales personnel may become frustrated and less inclined to follow up on leads, realizing that most unqualified leads are unlikely to generate customers. Building and maintaining a comprehensive and
accurate database of corporate buyers is a long-term effort and may not be a priority for many sales and marketing organizations given their other responsibilities. As a result, organizations and their channel partners are frequently unable to reach
the
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | appropriate corporate buyer or other point of contact at the right time, leading to poor sales and renewal rates.
| | -----------------------------------------------------------------------------------------------------------------



| |  |  | Lack of Integration.    Many organizations that have invested in technologies have not integrated their selling efforts into
a cohesive sales and marketing platform. In part, this is the result of a lack of cross-departmental coordination and the complexity of managing and integrating multiple systems and third party service providers. It is complex to integrate data
cleansing, database population, marketing campaign management and data analytics with a companys customer relationship management, or CRM, and other internal systems. Effective programs should be executed across multiple channels, and
integrate with other sales and marketing initiatives, as well as with existing information technology, or IT infrastructure.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Rainmaker Solutions

We provide an integrated solution to the complex sales and marketing needs of our clients.
We believe our solution helps our clients address the challenges created by changing industry conditions more efficiently and effectively than traditional approaches. Our Revenue Delivery Platform combines (1) our proprietary technology
platform, including hosted application software, (2) our proprietary database of corporate buyers of technology products and services, (3) our data development and analytics services and (4) our sales and marketing execution services.

The capabilities of our Revenue Delivery Platform fall into three broad areas: integration and enhancement of our
clients customer and prospect data; marketing strategy development and execution; and delivering a result to our clients or their partners, typically either a qualified lead or a closed sale. While these capabilities are individually useful to
our clients, we believe that they are significantly more valuable and effective when provided as part of an integrated solution. Our Revenue Delivery Platforms capabilities are described more fully below:



| |  |  | Data Integration and Enhancement.    At the launch of a client engagement, we are typically either provided with a customer
list or are asked to source and identify qualified prospects from our clients website or a website we develop using our clients branding. We take these lists and profile, cleanse and supplement the data with information from third party
databases, as well as our own proprietary data sources. The data cleansing and integration process improves the financial, contact and other relevant information that is used in our marketing processes. This process can be applied equally to
prospect information and to our clients current customer information which is often not updated with regard to financial and key decision maker information.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We have an extensive set of technology tools that we use to integrate and enhance our contact information, including our
proprietary Prospect IntelligenceSMdatabase which
contains information on the appropriate technology buyers and key decision makers. Our database contains contact details of individuals collected over the course of over 15 years. We can also further qualify leads by contacting them using our
extensive marketing campaign capabilities.



| |  |  | Marketing Strategy Development and Execution.    We develop multi-channel sales and marketing strategies, which integrate a
combination of Internet, e-mail, direct mail, chat and telesales. Our clients trust us to use their brand on the websites and multi-channel marketing materials we develop in the execution of our services and in all interactions with their customers.
Our technology enables us to create integrated marketing approaches to allow our clients customers to obtain key information and purchase our clients products and services online. We believe this integration differentiates our solution
from the approaches many companies are taking to solve these complex sales and marketing problems.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Customer Deliverables and Integration.    Our data integration and enhancement capabilities, and our ability to contact
customers and prospects using our marketing strategy execution services, enable us to
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | deliver to our clients closed sales of service contracts, software licenses and subscriptions and warranty renewals, qualified leads and training revenue. These transactions require tight
integration with our clients systems to allow us to pass the leads to the appropriate sales force or enter the sale and contract information appropriately. We have invested significantly in developing the technology to enable us to create
these integrations when we sign new clients.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In support of our Revenue Delivery Platform we offer a suite
of analytics software and services to enable us and our clients to measure the effectiveness of our data integration and enhancement technologies and our marketing strategy development and execution. Our analytic software allows us to quickly
determine what is working and what is not for a particular campaign, and make adjustments to improve efficiency even while a campaign is ongoing. In addition, we frequently review past activity to better understand buying patterns so that we can
identify more valuable leads for our clients and design more effective sales processes, marketing campaigns and materials in the future.

We believe that we compete effectively by combining:



| |  |  | our proprietary technology platform, including our on-demand hosted application software, which includes Contract Renewals Plus® for subscriptions and warranties, LeadworksSMfor lead management, and our hosted training sales application;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our understanding of technology buyers behavior resulting, in part, from our proprietary Prospect Intelligence database;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | our multi-channel direct marketing capability, which includes marketing campaigns through e-mail, chat, personalized web portals, or microsites, phone,
direct mail, facsimile and voicemail;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our advanced data analytics expertise;
| | - |  | --------------------------------------



| |  |  | the efficiency of our business processes and the expertise and knowledge of our staff; and
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | our proficiency in integrating our proprietary technology platform with our clients technology systems.
| | - |  | --------------------------------------------------------------------------------------------------------

Strategy

Our objective is
to be the leading global provider of integrated sales and marketing solutions in selected vertical markets. Key elements of our strategy include:

Generate More Revenue for Our Existing Clients.    We continue to seek to identify areas where we can apply technology and our expertise to improve the renewal rates and sell
higher levels of service on behalf of our service contract clients, to generate higher quality leads and appointments for our lead development clients, and to continually improve our hosted software to enable our clients to more efficiently sell
their training solutions.

Cross-Sell Opportunities within Existing Clients.    We continually seek
cross-selling opportunities to increase the range of services provided to our existing clients, most of which currently use our services to support only selected product or customer segments. Our growth strategy includes seeking opportunities to
expand our services within our existing customer base. We believe our clients desire to reduce the number of vendors they utilize, therefore providing us significant cross-sales opportunities to expand our services to our existing clients.

Expand Our Services Internationally.We have expanded our geographic presence to include
operational divisions in Canada, the Philippines and in Europe. We believe we have the capabilities to offer our clients services for their global needs.

Sign New Clients.    Our focus on certain sectors enables us to employ industry experts, pursue targeted sales and marketing campaigns, develop effective marketing and customer
retention programs, and capitalize on



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referrals from existing clients. We anticipate that for the foreseeable future we will continue to direct our service offerings to clients in the computer hardware and software,
telecommunications and financial services industries; however, our longer term strategy includes targeting clients in other industry verticals, such as healthcare.

Enhance Technology and Add New Products and Services.    We believe our technology platform is a key factor in allowing us to compete effectively, and we will continue to seek
to identify new products and services that enhance our Revenue Delivery Platform. During 2009, we acquired the eCommerce technology of Grow Commerce and we plan to integrate and leverage the Grow Commerce assets to advance our eCommerce strategy
during the 2010 fiscal year.

Services and Hosted Software

We have developed our Revenue Delivery Platform to address many aspects of customer acquisition and retention. We believe that technology is
changing the role of sales and marketing. Although our customers may select any one of our service offerings, we designed all of our products around our integrated Revenue Delivery Platform that combines technology, data, marketing expertise and
services. With the expertise of our people and the efficiency of our processes, combined with our proprietary technology, we offer individual and integrated services that increase our clients revenue potential.

Our services and software are focused on generating incremental revenue for our clients by maximizing existing customer revenue and adding
new revenue through the acquisition of new customers. Our activities are comprised of the following: service contract sales and renewals, software license sales, subscription renewals and warranty extension sales; lead generation, qualification and
management; and hosted application software for training sales. In addition to helping to generate increased revenue for our clients, we also enable our clients to deepen the relationship they have with their existing customers. By selecting us to
improve the effectiveness of their sales and marketing activities, our clients can focus their attention on other business priorities.

Our core services and software are highlighted below:

Contract Sales and Renewal (Contract
Sales).    Some clients engage us to market and sell their service contracts and subscription renewals directly to their customers on a commission basis. By allowing us to perform this service, our clients entrust us with
a major revenue generating business process.

We designed our solution to effectively analyze a clients customer base
and then market and sell relevant products and service contracts. We believe that the more information we obtain concerning a clients customer, the more likely that we will be able to market and sell services that meet the needs of that
customer. We implement our solution using a variety of proprietary systems and multiple communication channels, including direct mail, e-mail, Internet and e-commerce technology, online marketing, and one-to-one personal assistance. We deliver
revenue from the sale of extended warranties, subscription renewals and service contract sales. By keeping more customers under contract and by focusing on getting customers onto premium levels of support, we seek to maximize the revenue available
from a clients existing customers, as well as improve customer satisfaction so if maintenance or service issues arise, our clients customer is taken care of. Since all of the communications are under a clients brand we are also
reinforcing that brand with their existing customers. We seek to generate additional sales and cultivate closer customer relationships through innovative sales and marketing programs that include:



| |  |  | Website Portals and E-mail Interaction.    Our client-branded websites and e-commerce portals combined with e-mail
interaction allow our clients customers to obtain key information and purchase online. We develop, host and operate websites that reflect the look and feel of our clients corporate branding. E-mail marketing campaigns include links to
microsites, or personalized web portals, which alert our clients customers of product enhancements, special promotions or upcoming renewal dates. When they visit the microsite, customers can view a secure, personalized listing of the services
or add-on products associated with the initial products they have purchased from our clients. The
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | microsite gives the customer the ability to view the service or product offerings, customize a quote, enter in its credit card information and transact an online order.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Channel Enablement.    Our channel enablement services include a leading proprietary hosted technology portal which helps
our clients and their resellers in managing their customer base and selling software license subscription renewals. As a result of increasing reliance on resellers, our clients need to more effectively and profitably sell services through their
channel partners. Furthermore, the complexities involved in managing and selling services generally exceed the capabilities of a traditional reseller. We believe that by providing our platform to our clients resellers, our clients
generate more service revenue through their channel, increasing the revenue for themselves and the reseller. Our channel solution provides direct marketing, reseller support, management services and telesales support to improve the end customer
experience while also supporting the channel partners.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Direct Mail Marketing.    In addition to Internet and e-mail, we use sophisticated direct mail marketing programs. These
campaigns alert our clients customers to services and products, special promotions and renewal opportunities, which direct them to contact our telesales team, to purchase through our client-branded e-commerce sites or to transact through the
mail.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Personal Assistance and Telesales.    Our client teams are organized by vertical markets and trained to answer questions,
provide detailed product information, pursue cross-sell opportunities and close orders. We also provide inbound response and sales management to our clients customers who e-mail, call or fax in response to marketing campaigns.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

With our service sales and subscription renewal offering, we believe we have been effective in driving
incremental revenues for our clients. By renewing contracts that might otherwise expire, we maintain contact with our clients customers on their behalf. As a result, we generate incremental revenue for our clients, while at the same time
maintaining our clients relationships with their customers.

Strategic Lead Development and Management (Lead
Development).    Some clients engage us to deliver a variety of lead development services including identification of potential customer needs and decision makers, appointment setting, and product trials and sales. We
utilize Prospect Intelligence, supplemented by the clients database, to contact potential customers through a variety of channels to identify product needs, key decision makers and other relevant marketing data. We utilize our advanced
analytics and reporting tools to measure and track the results of each marketing campaign so that we can improve our efficiency over time. We also provide these services to the channel partners of our clients.

Data Development and Analytics.    Data management of customer contact information is one of the differentiators
that we believe makes our sales and marketing solution a compelling business proposition for our clients, whether it is through our process of taking client data and validating the information, or the use of our technology to identify anonymous
website visits, or clicks to a clients website as potential customers to be contacted. We apply years of experience and what we believe to be best practices to monetize customer data.

At the launch of a client engagement, we are able to profile, cleanse, supplement and append data, as required, to ensure program success.
By utilizing our marketing technology platform, our proprietary scoring tools turn data into actionable strategies for sales and direct marketing activities. Many of our clients also engage us to provide data resources for cleansing, supplementing
and appending data. This occurs when the customer information they have on file has not been updated and there is a need to contact the customers and conform or update their information. In conjunction with these processes, we believe our
proprietary Prospect Intelligence database provides access to the appropriate technology buyers and key decision makers. Our database contains key titles with contact details, organizational profiles and purchasing plans in the major market segments
that we target. We also leverage this database for the sales and marketing campaigns that we offer.

As the Internet has
changed the way companies conduct business, it has also changed the way companies find new customers. We have developed a proprietary process whereby anonymous hits to a website are actively



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pursued to identify potential customers and convert them into paying customers, called Click to CashSM. By working with our clients to help manage their website, we can source the data of prospect inquiries, white paper
downloads, evaluations and live chat to narrow the scope of who or where a potential customer may be. This data, combined with our integrated sales and marketing services, is intended to develop prospects by providing relevant content based on the
discovery profile created and convert them into customers with greater lifetime value potential.

Webcasts and Event
Management.    Increasingly, companies are using events on the Internet as a format to provide product information to their potential or existing clients. Our service can invite potential attendees of these webcasts, register
and then follow up for feedback after the event. This service provides a format whereby all available customer information is captured and retained for future sales and marketing activities.

Online Sales of Training Classes (Training Sales).    We offer a hosted application software solution
designed to enable our clients to more efficiently manage the sales of their online or in-person training classes. Our clients create their own content, and use our proprietary hosted software solution for e-mail communications, automated event
registration and confirmation, pre- and post-training surveys and payment processing. The solution offers streamlined, automated handling of such events, which is intended to increase our clients training revenue and allows them to gauge the
effectiveness of their training programs. Our solution also automatically tracks and reports compliance data to meet regulatory requirements. Increasingly, companies are using events on the Internet as a forum to provide product information and
training for their business customers. Our clients benefit both from the revenue as well as from having a customer base that is better educated on how to get the most out of their products. We believe these customers are often more loyal and spend
more over time on our clients products.

eCommerce.    During 2009, we acquired the
technology of Grow Commerce. Grow Commerce provides hosting of fan club and membership websites that offer monthly subscriptions and the ability for fee-based downloading of music, videos and other items. Additionally, the technology offers the
ability to route orders of merchandise for fulfillment. We plan to integrate and leverage the Grow Commerce assets to advance our eCommerce strategy during the 2010 fiscal year.

Our Clients

Our clients consist of large enterprises in a range of
industries, including computer hardware and software, telecommunications and financial services. Our clients typically have large customer bases and products and services that require complex selling processes to generate sales, thereby enabling
them to benefit from our focused sales and marketing programs to generate more revenue. In the year ended December 31, 2009, three clients accounted for 10% or more of our revenue with Sun Microsystems representing approximately 22% of our
revenue, Hewlett-Packard representing approximately 16% of our revenue and Symantec accounting for approximately 10% of our revenue. In 2008, Hewlett-Packard accounted for approximately 20% of our revenue and was the only client that accounted for
10% or more of our revenue. In 2007, Dell and Hewlett-Packard each accounted for more than 10% of our net revenue and collectively represented 43% of our net revenue, with Dell representing 29% and Hewlett-Packard representing approximately 14%.

Sales and Marketing

We market our services through a direct sales force of representatives. We believe we also have an opportunity to cross-sell our solutions to our existing and acquired clients. We use direct marketing, public relations and trade association
programs to communicate our service offerings to potential clients. Our direct sales professionals typically have significant enterprise-level sales experience. We employ sales professionals who are responsible for developing new clients, as well as
new opportunities with existing clients. We support the sales process with cross-functional representation from other departments, including operations, finance,



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##### Index to Financial Statements

order management and technology. We also support this effort with product management professionals responsible for continued development and enhancement of our service offerings.

Technology and Development

We employ technology and development personnel who maintain and develop the software and hardware platforms that support our marketing and sales operations. We collect customer input and conduct regular internal reviews to identify areas
for improvement of our existing processes and systems as well as opportunities for development of new service offerings. Our technology platform is based on a combination of internally developed proprietary software and commercially available
hardware and software.

Our practice is to select market-leading commercial products and to leverage open-systems development
environments for our internal development efforts. We believe this provides a stable technical foundation for the development and operation of our technical systems. We focus our proprietary technology development on business functions that are part
of the sales and marketing process. These business functions include: profiling, cleansing and analyzing of data, direct marketing and telesales activities such as customer interaction tracking, pricing configuration and tracking, e-commerce tools,
rapid deployment of client branded service, contract websites, and billing and reporting systems that expedite invoicing and collections as well as the transfer of data and reports to our clients.

Employees

As of
December 31, 2009, we employed approximately 950 full-time employees and approximately 150 temporary employees. This compares to approximately 1,100 full-time employees and approximately 160 temporary employees as of December 31, 2008.
None of our employees are represented by a labor union or are subject to a collective bargaining agreement, nor have we experienced any work stoppage. We consider our relationships with our employees to be good.

Competition

The market for
sales and marketing solutions is intensely competitive, evolving rapidly and highly fragmented. We believe the following factors are the principal methods of competition in our market:



| |  |  | ability to offer integrated solutions, for both Internet and traditional sales and marketing;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | sales and marketing focus and domain expertise;
| | - |  | -----------------------------------------------



| |  |  | product performance, scalability and reliability;
| | - |  | -------------------------------------------------



| |  |  | breadth and depth of solutions;
| | - |  | -------------------------------



| |  |  | strong reference customers;
| | - |  | ---------------------------



| |  |  | return on investment; and
| | - |  | -------------------------



| |  |  | total cost of ownership.
| | - |  | ------------------------

In addition to the competitors listed below, we face competition from internal departments of current and potential clients. The competition we encounter includes:



| |  |  | Solutions designed to sell service contracts and provide lead generation services from companies such as Encover and ServiceSource;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | Providers of business databases, data processing and database marketing services such as Harte-Hanks and infoUSA;
| | - |  | -----------------------------------------------------------------------------------------------------------------



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| |  |  | E-commerce capabilities from companies such as Digital River and GSI Commerce;
| | - |  | ------------------------------------------------------------------------------



| |  |  | Companies that offer various online marketing services, technologies and products, including Unica and ValueClick;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | Companies that offer training management systems, such as Saba and SumTotal.
| | - |  | ----------------------------------------------------------------------------

Many of our current and potential competitors have significantly greater financial, technical, marketing, service and other resources than
we have. In addition, many of these companies also have a larger installed base of users, longer operating histories and greater name recognition than we have. Competitors with greater financial resources may be able to offer lower prices,
additional products or services, or other incentives that we cannot match or offer. These competitors may be in a stronger position to respond quickly to new technologies and may be able to undertake more extensive marketing campaigns.

Intellectual Property

We protect our intellectual property through a combination of service mark, trade name and copyright protection, trade secret protection and confidentiality agreements with our employees and independent contractors, and have procedures to
control access to and distribution of our technology, documentation and other proprietary information and the proprietary information of our clients. We do not own or have rights with respect to any patents or patent applications. Effective trade
name, trademark, service mark, copyright and trade secret protection may not be available in every country in which our services and products are made available on the Internet. The steps we take to protect our proprietary rights may not be adequate
and third parties may infringe or misappropriate our copyrights, trade names, trademarks, service marks and similar proprietary rights. In addition, other parties may assert claims of infringement of intellectual property or other proprietary rights
against us. The legal status of many aspects of intellectual property on the Internet is currently uncertain. We have applied to register the Rainmaker Systems, Rainmaker and design marks in the U.S. and certain foreign
countries, and have received registrations for the Rainmaker Systems mark in the U.S., Canada, Australia, the European Community, Switzerland and Norway, and the Rainmaker mark and design in the U.S., Canada, Mexico and the
European Community.

Government Regulation

We are subject, both directly and indirectly, to various laws and governmental regulations relating to our business. In addition, laws with respect to online commerce may cover issues such as pricing,
distribution, characteristics and quality of products and services. Laws affecting the Internet may also cover content, copyrights, libel and personal privacy. Any new legislation or regulation or the application of existing laws and regulations to
the Internet could have a material adverse effect on our business. Our costs of compliance with environmental laws are not material.

Governments of various states and certain foreign countries may attempt to regulate our transmissions or levy sales or other taxes relating to our activities. As our services are available over the Internet virtually anywhere in the world,
multiple jurisdictions may claim that we are required to qualify to do business as a foreign corporation in each of those jurisdictions. Our failure to qualify as a foreign corporation in a jurisdiction where we are required to do so could subject
us to taxes and penalties for the failure to qualify. It is possible that state and foreign governments might also attempt to regulate our transmissions of content on our website or prosecute us for violations of their laws. We cannot assure you
that state or foreign governments will not charge us with violations of local laws or that we might not unintentionally violate these laws in the future.

A number of government authorities are increasingly focusing on online personal data privacy and security issues and the use of personal information. Our business could be adversely affected if new
regulations regarding the use of personal information are introduced or if government authorities choose to investigate our privacy practices. In addition, the European Union has adopted directives addressing data privacy that may limit the



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collection and use of some information regarding Internet users. Such directives may limit our ability to target our clients customers or to collect and use such information.

Our business is also subject to regulation in connection with our direct marketing activities. The Federal Trade Commissions, or
FTCs, telesales rules prohibit misrepresentations of the cost, terms, restrictions, performance or duration of products or services offered by telephone solicitation and specifically addresses other perceived telesales abuses in the offering
of prizes. Additionally, the FTCs rules and various state laws limit the hours during which telemarketers may call consumers and which consumers may be called. The Federal Telephone Consumer Protection Act of 1991 contains other restrictions
on facsimile transmissions and on telemarketers, including a prohibition on the use of automated telephone dialing equipment to call certain telephone numbers. The Federal Controlling the Assault of Non-Solicited Pornography and Marketing Act of
2003 contains restrictions on the content and distribution of commercial e-mail. A number of states also regulate telesales and some states have enacted restrictions similar to these federal laws. In addition, a number of states regulate e-mail and
facsimile transmissions. State regulations of telesales, e-mail and facsimile transmissions may be more restrictive than federal laws. The failure to comply with applicable statutes and regulations could have a material adverse effect on our
business. There can be no assurance that additional federal or state legislation, changes in regulatory implementation or judicial interpretation of existing or future laws would not limit our activities in the future or significantly increase the
cost of regulatory compliance.

Financial Information about Geographic Areas

For fiscal years prior to 2007, we had no revenue, assets or operations outside of the US. During 2007, we acquired the Canadian assets of
CAS Systems, Inc (CAS Systems) and we acquired all of the outstanding stock of Qinteraction Limited (Qinteraction) which is a Cayman Islands based holding company that has operations in the Philippines. In the first quarter
of 2009, we established our Rainmaker Europe subsidiary in the United Kingdom. Thus, we currently have operations in the United States, Canada, United Kingdom and the Philippines where we perform services on behalf of our clients to customers who
are primarily located in North America. Most of our sales are made to our clients customers in the U.S. and Canada. See Segment Reporting in Note 1 to our consolidated financial statements for a summary of revenue by geographic
area.

Corporate Information

We were founded in 1991 and are headquartered in Silicon Valley in Campbell, California. We also have operation centers in or near Austin, Texas; Montreal, Canada; Manila, Philippines and London, England.
We are incorporated in Delaware. Our principal office is located at 900 East Hamilton Ave., Suite 400, Campbell, CA 95008 and our phone number is (408) 626-3800. Our website is www.rmkr.com. We make available, free of charge, on or through our
website, our annual, quarterly and current reports, and any amendments to those reports, as soon as reasonably practicable after electronically filing such reports with the Securities and Exchange Commission, or SEC. Information contained on our
website is not incorporated by reference into this Annual Report on Form 10-K.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

Risks Related to Our
Business

Because we depend on a small number of clients for a significant portion of our revenue, the loss of a
single client or any significant reduction in the volume of services we provide to any of our significant clients could result in a substantial decrease in our revenue and have a material adverse impact on our financial position.

During the year ended December 31, 2009, three clients accounted for 10% or more of our revenue with Sun Microsystems representing
approximately 22% of our revenue, Hewlett-Packard representing approximately 16% of our revenue and Symantec accounting for approximately 10% of our revenue. In 2008, Hewlett-Packard



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##### Index to Financial Statements

accounted for approximately 20% of our revenue and was the only client that accounted for 10% or more of our revenue. In 2007, Dell and Hewlett-Packard each accounted for more than 10% of our
revenue and collectively represented 43% of our revenue, with Dell representing 29% and Hewlett-Packard representing approximately 14%. Our agreements with Hewlett-Packard, a significant client, expire at various dates from August 2010 through
August 2012, and can generally be terminated prior to expiration with ninety days notice. Our agreement with Symantec, a significant client, was renewed on February 24, 2010, for a term of two additional years from April 1, 2010, expiring
on March 31, 2012, if not renewed again prior to expiration. We have various agreements with Sun Microsystems, our largest client as of December 31, 2009, with various termination provisions ranging from termination with 60 days notice to
termination rights in August 2010. On February 5, 2010, we received written notice from Sun Microsystems that they had elected to terminate the Global Inside Sales Program Statement of Work agreement dated March 31, 2009, effective as of
February 28, 2010. The notice followed the acquisition of Sun Microsystems by Oracle Corporation and affected the contract sales services that we were performing for Sun. These services accounted for approximately 13% of our fiscal 2009 annual
revenue and 21% of our fourth quarter fiscal 2009 revenue. The Global Inside Sales agreement had a minium term with notice periods to August 31, 2010. We entered into a settlement agreement on March 8, 2010, and received a cash payment of
$4,550,000 from Oracle Corporation for the buyout of the Global Inside Sales agreement. In addition, Oracle has reimbursed us for the employee severance costs related to terminating employees who worked on the Global Inside Sales program.

We expect that a small number of clients will continue to account for a significant portion of our revenue for the
foreseeable future. The loss of any of our significant clients or client initiated changes to our client programs may cause a significant decrease in our revenue. In addition, our software and technology clients operate in industries that experience
consolidation from time to time, which could reduce the number of our existing and potential clients. Any loss of a single significant client or changes to client programs may have a material adverse effect on our financial position, cash flows and
results of operations.

Our clients may, from time to time, restructure their businesses or get acquired by another company,
which may adversely impact the revenues we generate from those clients. Sun Microsystems, a significant client, was recently acquired by Oracle Corporation, and thereafter elected to terminate certain of our services as described above. Any
restructuring, termination or non-renewal of our services by one of our significant clients could reduce the volume of services we provide and further reduce our expected future revenues, which would likely have a material adverse effect on our
financial position, cash flows and results of operations.

Current macro-economic conditions could continue to
negatively impact our results of operations.

The current unfavorable macro-economic conditions have contributed to our
clients reducing their overall marketing spending and our clients customers reducing their purchase of service contracts. If the economic climate in the U.S. or abroad does not improve from its current condition or continues to
deteriorate, our clients or prospective clients could reduce or delay their purchases of our services, and our clients customers could reduce or delay their purchases of service contracts, which would adversely impact our revenues and our
profitability.

Our business plan requires us to effectively manage our costs. If we do not achieve our cost management
objectives, our financial results could be adversely affected.

Our business plan and expectations for the future
require that we effectively manage our cost structure, including our operating expenses and capital expenditures. To the extent that we do not effectively manage our costs, our financial results may be adversely affected, particularly if the current
unfavorable macro-economic conditions in the U.S. and abroad continue to contribute to our clients reducing their overall marketing spending and our clients customers reducing their purchases of our clients products and services, thereby
negatively affecting our revenue.



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We have strong competitors and may not be able to compete effectively against them.

Competition in our industry is intense, and such competition may increase in the future. Our competitors include
providers of service contract sales and lead generation services, enterprise application software providers, providers of database marketing services, e-commerce service providers, online marketing services, and companies that offer training
management systems. We also face competition from internal marketing departments of current and potential clients. Additionally, for portions of our service offering, we may face competition from outsource providers with substantial offshore
facilities which may enable them to compete aggressively with similar service offerings at a substantially lower price. Many of our existing or potential competitors have greater brand recognition, longer operating histories, and significantly
greater financial, technical and marketing resources, which could further impact our ability to address competitive pressures. Should competitive factors require us to increase spending for, and investment in, client acquisition and retention or for
the development of new services, our expenses could increase disproportionately to our revenues. Competitive pressures may also necessitate price reductions and other actions that would likely affect our business adversely. Additionally, there can
be no assurances that we will have the resources to maintain a higher level of spending to address changes in the competitive landscape. Failure to maintain or to produce revenue proportionate to any increase in expenses would have a negative impact
on our financial position, cash flows and operating results.

Our agreements with our clients allow for termination with
short notice periods.

Our service sales agreements and our lead generation agreements generally allow our clients to
terminate such agreements without cause with 90 to 180 days notice and 30 days notice, respectively. Our clients are under no obligation to renew their engagements with us when their contracts come up for renewal. In addition, our agreements with
our clients are generally not exclusive. Our agreements with Hewlett-Packard, a significant client, expire at various dates from August 2010 through August 2012, and can generally be terminated prior to expiration with ninety days notice. Our
agreement with Symantec, a significant client, was renewed on February 24, 2010, for a term of two additional years from April 1, 2010, expiring on March 31, 2012, if not renewed again prior to expiration. We have various agreements
with Sun Microsystems, our largest client as of December 31, 2009, with various termination provisions ranging from termination with 30 days notice to termination with 60 days notice. On February 5, 2010, we received written notice from
Sun Microsystems that they had elected to terminate the Global Inside Sales Program Statement of Work agreement dated March 31, 2009, effective as of February 28, 2010. The notice followed the acquisition of Sun Microsystems by Oracle
Corporation and affected the contract sales services that we were performing for Sun. These services accounted for approximately 13% of our fiscal 2009 annual revenue and 21% of our fourth quarter fiscal 2009 revenue. The Global Inside Sales
agreement had a minium term with notice periods to August 31, 2010. We entered into a settlement agreement on March 8, 2010, and received a cash payment of $4,550,000 from Oracle Corporation for the buyout of the Global Inside Sales
agreement. In addition, Oracle has reimbursed us for the employee severance costs related to terminating employees who worked on the Global Inside Sales program.

Our revenue will decline if demand for our clients products and services decreases.

A significant portion of our business consists of marketing and selling our clients services to their customers. In addition, a significant percentage of our revenue is based on a pay for
performance model in which our revenue is based on the amount of our clients services that we sell. Accordingly, if a particular clients products and services fail to appeal to its customers for reasons beyond our control, such as
preference for a competing product or service, our revenue may decline. In addition, revenue from our lead generation service offering could decline if our clients reduce their marketing efforts.

Any efforts we may make in the future to expand our service offerings may not succeed.

To date, we have focused our business on providing our service offerings to enterprises in selected vertical markets that retain our services
and/or license our software in an effort to market and sell their offerings to their



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business customers. We may seek to expand our service offerings in the future to other markets, including other industry verticals or seek to provide other related services to our clients. Any
such effort to expand could cause us to incur significant investment costs and expenses and could ultimately not result in significant revenue growth for us. In addition, any efforts to expand could divert management resources from existing
operations and require us to commit significant financial and other resources to unproven businesses.

We have signed clients
to our channel contract sales solution to increase revenue from our clients resellers. While this solution has been adopted by a number of resellers of our clients, there is no assurance that all major resellers will use this solution, which
may limit us from achieving the full revenue potential of this solution.

Any acquisitions or strategic transactions in
which we participate could result in dilution, unfavorable accounting charges and difficulties in successfully managing our business.

As part of our business strategy, we review from time to time acquisitions or other strategic transactions that would complement our existing business or enhance our technology capabilities. Future
acquisitions or strategic transactions could result in potentially dilutive issuances of equity securities, the use of cash, large and immediate write-offs, the incurrence of debt and contingent liabilities, amortization of intangible assets or
impairment of goodwill, any of which could cause our financial performance to suffer. Furthermore, acquisitions or other strategic transactions entail numerous risks and uncertainties, including:



| |  |  | difficulties assimilating the operations, personnel, technologies, products and information systems of the combined companies;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | diversion of managements attention;
| | - |  | ------------------------------------



| |  |  | risks of entering geographic and business markets in which we have no or limited prior experience; and
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | potential loss of key employees of acquired organizations.
| | - |  | ----------------------------------------------------------

We perform a valuation analysis on all of our acquisitions as a basis for initially recognizing and measuring intangible assets including
goodwill in our financial statements. We are required to test for impairment the carrying value of our goodwill and other intangible assets not subject to amortization at least annually, and we are required to test for impairment the carrying value
of these assets as well as our other intangible assets that are subject to amortization and our tangible long-lived assets whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Such events or
changes in circumstances may include a persistent decline in stock price and market capitalization, reduced future cash flow estimates, and slower growth rates in our industry. During the year ending December 31, 2008, we took a non-cash charge
of approximately $13.7 million for impairment of goodwill and other intangible assets from our acquisitions, as shown on Note 3 of our December 31, 2008 audited financial statements. Subsequent to this impairment write-down we had $3.5 million
in goodwill and $1.6 million of unamortized intangibles on our balance sheet at December 31, 2008.

During the fourth
fiscal quarter of 2009, we performed our annual impairment test as of October 31, 2009 and noted that no impairment existed at this time. At December 31, 2009, we have $3.8 million in goodwill and $890,000 of unamortized intangibles on our
balance sheet. In the future, our test of impairment could result in further adjustments, or in write-downs or write-offs of assets, which would negatively affect our financial position and operating results.

We cannot be certain that we would be able to successfully integrate any operations, personnel, technologies, products and information
systems that might be acquired in the future, and our failure to do so could have a material adverse effect on our financial position, cash flows and operating results.



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Our business strategy may include further expansion into foreign markets, which would
require increased expenditures, and if our international operations are not successfully implemented, they may not result in increased revenue or growth of our business.

On January 25, 2007, we acquired the business of CAS Systems, which has operations near Montreal, Canada. On July 19, 2007, we
acquired Qinteraction Limited, which operates a call center in Manila, Philippines. In the first quarter of 2009, we established our Rainmaker Europe subsidiary in the United Kingdom. On January 29, 2010, we acquired Optima Consulting Partners
Limited, a business-to-business lead development provider headquartered near London, England. Our growth strategy may include further expansion into international markets. Our international expansion may require significant additional financial
resources and management attention, and could have a negative effect on our financial position, cash flows and operating results. In addition, we may be exposed to associated risks and challenges, including:



| |  |  | regional and economic political conditions;
| | - |  | -------------------------------------------



| |  |  | foreign currency fluctuations;
| | - |  | ------------------------------



| |  |  | different or lesser protection of intellectual property rights;
| | - |  | ---------------------------------------------------------------



| |  |  | longer accounts receivable collection cycles;
| | - |  | ---------------------------------------------



| |  |  | different pricing environments;
| | - |  | -------------------------------



| |  |  | difficulty in staffing and managing foreign operations;
| | - |  | -------------------------------------------------------



| |  |  | laws and business practices favoring local competitors; and
| | - |  | -----------------------------------------------------------



| |  |  | foreign government regulations.
| | - |  | -------------------------------

We cannot assure you that we will be successful in creating international demand for our services and software or that we will be able to effectively sell our clients products and services in
international markets.

Our success depends on our ability to successfully manage growth.

Any future growth will place additional demands on our managerial, administrative, operational and financial resources. We will need to
improve our operational, financial and managerial controls and information systems and procedures and will need to train and manage our overall work force. If we are unable to manage additional growth effectively, our business will be harmed.

The length and unpredictability of the sales and integration cycles could cause delays in our revenue growth.

Selection of our services and software can entail an extended decision making process on the part of prospective clients. We
often must educate our potential clients regarding the use and benefit of our services and software, which may delay the evaluation and acceptance process. For the service contract sales portion of our solution, the selling cycle can extend to
approximately 9 to 12 months or longer between initial client contact and signing of an agreement. Once our services and software are selected, integration with our clients systems can be a lengthy process, which further impacts the timing of
revenue. Because we are unable to control many of the factors that will influence our clients buying decisions or the integration process of our services and software, it can be difficult to forecast the growth and timing of our revenue.

We have incurred recent losses and may incur losses in the future.

We incurred a net loss in each of the four quarters of 2008, and in three of the four quarters of 2009. Our accumulated deficit through
December 31, 2009 is $97.0 million. We may continue to incur losses in the future. Factors which may cause us to incur losses in the future include:



| |  |  | the growth of the market for our sales and marketing solutions;
| | - |  | ---------------------------------------------------------------



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##### Index to Financial Statements

| |  |  | the demand for and acceptance of our services;
| | - |  | ----------------------------------------------



| |  |  | the demand for our clients products and services;
| | - |  | --------------------------------------------------



| |  |  | the length of the sales and integration cycle for our new clients;
| | - |  | ------------------------------------------------------------------



| |  |  | our ability to expand relationships with existing clients;
| | - |  | ----------------------------------------------------------



| |  |  | our ability to develop and implement additional services, products and technologies;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | the success of our direct sales force;
| | - |  | --------------------------------------



| |  |  | our ability to retain existing clients;
| | - |  | ---------------------------------------



| |  |  | the costs of complying with Section 404 of the Sarbanes-Oxley Act;
| | - |  | ------------------------------------------------------------------



| |  |  | the granting of additional stock options and/or restricted stock awards resulting in additional stock-based compensation expense;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | new product and service offerings from our competitors;
| | - |  | -------------------------------------------------------



| |  |  | general economic conditions, especially given the very difficult and challenging macroeconomic environment and the difficulty in predicting demand
during these uncertain times;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | regulatory compliance costs;
| | - |  | ----------------------------



| |  |  | our ability to integrate acquisitions and the costs and write-downs associated with them, including the amortization of intangibles; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to expand our operations, including potential further international expansion.
| | - |  | ------------------------------------------------------------------------------------------

We may decide to raise additional capital which might not be available to us on acceptable terms, if at all.

We may wish to secure additional capital for the acquisition of businesses, products or technologies that are complementary to ours, or to
fund our working capital and capital expenditure requirements. To date, we have raised capital through both equity and debt financings. On April 25, 2007, we completed a follow-on public offering of our common stock in which we issued an
additional 3.5 million shares and raised $27 million in net proceeds. Any additional equity financing will be dilutive to stockholders, and additional debt financing, if available, may involve restrictive covenants and interest expenses that
will affect our financial results. Additional funding may not be available when needed or on terms acceptable to us. If we are unable to obtain additional capital, we may be required to delay or reduce the scope of our operations. At
December 31, 2009, our unrestricted cash balance was $15.1 million, and our net working capital was $8.8 million. We expect our cash balance to be sufficient to fund our operations for at least the next 12 months.

Our quarterly operating results may fluctuate, and if we do not meet market expectations, our stock price could decline.

Our future operating results may not follow past trends in every quarter. In any future quarter, our operating results
may fall below the expectations of public market analysts and investors.

Factors which may cause our future operating results
to be below expectations include:



| |  |  | the growth of the market for our sales and marketing solutions;
| | - |  | ---------------------------------------------------------------



| |  |  | the demand for and acceptance of our services;
| | - |  | ----------------------------------------------



| |  |  | the demand for our clients products and services;
| | - |  | --------------------------------------------------



| |  |  | the length of the sales and integration cycle for our new clients;
| | - |  | ------------------------------------------------------------------



| |  |  | our ability to expand relationships with existing clients;
| | - |  | ----------------------------------------------------------



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| |  |  | our ability to develop and implement additional services, products and technologies;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | the success of our direct sales force;
| | - |  | --------------------------------------



| |  |  | our ability to retain existing clients;
| | - |  | ---------------------------------------



| |  |  | the costs of complying with Section 404 of the Sarbanes-Oxley Act;
| | - |  | ------------------------------------------------------------------



| |  |  | the granting of additional stock options and/or restricted stock awards resulting in additional stock-based compensation expense;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | new product and service offerings from our competitors;
| | - |  | -------------------------------------------------------



| |  |  | general economic conditions;
| | - |  | ----------------------------



| |  |  | regulatory compliance costs;
| | - |  | ----------------------------



| |  |  | our ability to integrate acquisitions and the costs and write-downs associated with them, including the amortization of intangibles; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to expand our operations, including potential further international expansion.
| | - |  | ------------------------------------------------------------------------------------------

We may experience seasonality in our sales, which could cause our quarterly operating results to fluctuate from quarter to quarter.

As we continue to grow our lead generation service offerings, we will experience seasonal fluctuations in our revenue
as companies spending on marketing can be stronger in some quarters than others partially due to our clients budget and fiscal schedules. In addition, since our lead generation service offering has lower gross margins than our other
service offerings, we may experience quarterly fluctuations in our financial performance as a result of a seasonal shift in the mix of our service offerings.

If we are unable to attract and retain highly qualified management, sales and technical personnel, the quality of our services may decline, and our ability to execute our growth strategies may be
harmed.

Our success depends to a significant extent upon the contributions of our executive officers and key sales and
technical personnel and our ability to attract and retain highly qualified sales, technical and managerial personnel. Competition for personnel is intense as these personnel are limited in supply. We have at times experienced difficulty in
recruiting qualified personnel, and there can be no assurance that we will not experience difficulties in the future, which could limit our future growth. The loss of certain key personnel, particularly Michael Silton, our chief executive officer,
and Steve Valenzuela, our chief financial officer, could seriously harm our business.

We rely heavily on our
communications infrastructure, and the failure to invest in or the loss of these systems could disrupt the operation and growth of our business and result in the loss of clients or our clients customers.

Our success is dependent in large part on our continued investment in sophisticated computer, Internet and telecommunications systems. We
have invested significantly in technology and anticipate that it will be necessary to continue to do so in the future to remain competitive. These technologies are evolving rapidly and are characterized by short product life cycles, which require us
to anticipate technology developments. We may be unsuccessful in anticipating, managing, adopting and integrating technology changes on a timely basis, or we may not have the capital resources available to invest in new technologies.

Our operations could suffer from telecommunications or technology downtime, disruptions or increased costs.

In the event that one of our operations facilities has a lapse of service or damage to such facility, our clients could experience
interruptions in our service as well as delays, and we might incur additional expense in



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##### Index to Financial Statements

arranging new facilities and services. Our disaster recovery computer hardware and systems located at our facilities in California, Texas, Canada, Philippines and England have not been tested
under actual disaster conditions and may not have sufficient capacity to recover all data and services in the event of an outage occurring at one of our operations facilities. In the event of a disaster in which one of our operations facilities is
irreparably damaged or destroyed, we could experience lengthy interruptions in our service. While we have not experienced extended system failures in the past, any interruptions or delays in our service, whether as a result of third party error, our
own error, natural disasters or security breaches, whether accidental or willful, could harm our relationships with clients and our reputation. Also, in the event of damage or interruption, our insurance policies may not adequately compensate us for
any losses that we may incur. These factors in turn could damage our brand and reputation, divert our employees attention, reduce our revenue, subject us to liability, cause us to issue credits or cause clients to fail to renew their
contracts, any of which could adversely affect our business, financial condition and results of operations. Temporary or permanent loss of these systems could limit our ability to conduct our business and result in lost revenue.

We have made significant investments in technology systems that operate our business operations. Such assets are subject to reviews
for impairment in the event they are not fully utilized.

We have made technology and system improvements and
capitalized those costs while the technology was being developed. During the year ended December 31, 2006, we deployed our new customer relationship management, or CRM system, which we had developed over an 18-month period. We invested $3.2
million in this system, which has a carrying value of $749,000 as of December 31, 2009, and is being amortized over five years. We are using it as a CRM platform for our service sales clients. If unforeseen events or circumstances prohibit us
from using this system with all clients, we may be forced to impair some or this entire asset, which could result in a non-cash impairment charge to our financial results.

Defects or errors in our software could harm our reputation, impair our ability to sell our services and result in significant costs
to us.

Our software is complex and may contain undetected defects or errors. We have not suffered significant harm
from any defects or errors to date, but we have from time to time found defects in our software and we may discover additional defects in the future. We may not be able to detect and correct defects or errors before releasing software. Consequently,
we or our clients may discover defects or errors after our software has been implemented. We have in the past implemented, and may in the future need to implement, corrections to our software to correct defects or errors. The occurrence of any
defects or errors could result in:



| |  |  | our inability to execute our services on behalf of our clients;
| | - |  | ---------------------------------------------------------------



| |  |  | delays in payment to us by customers;
| | - |  | -------------------------------------



| |  |  | damage to our reputation;
| | - |  | -------------------------



| |  |  | diversion of our resources;
| | - |  | ---------------------------



| |  |  | legal claims, including product liability claims, against us;
| | - |  | -------------------------------------------------------------



| |  |  | increased service and warranty expenses or financial concessions; and
| | - |  | ---------------------------------------------------------------------



| |  |  | increased insurance costs.
| | - |  | --------------------------

Our liability insurance may not be adequate to cover all of the costs resulting from any legal claims. Moreover, we cannot assure you that our current liability insurance coverage will continue to be
available on acceptable terms or that the insurer will not deny coverage as to any future claim. The successful assertion against us of one or more large claims that exceeds available insurance coverage, or the occurrence of changes in our insurance
policies, including premium increases or the imposition of large deductible or co-insurance



20



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##### Index to Financial Statements

requirements, could have a material adverse effect on our business and operating results. Furthermore, even if we succeed in any litigation, we are likely to incur substantial costs and our
managements attention will be diverted from our operations.

If we are unable to safeguard our networks and
clients data, our clients may not use our services and our business may be harmed.

Our networks may be
vulnerable to unauthorized access, computer hacking, computer viruses and other security problems. An individual who circumvents security measures could misappropriate proprietary information or cause interruptions or malfunctions in our operations.
We may be required to expend significant resources to protect against the threat of security breaches or to alleviate problems caused by any breaches. Security measures that we adopt from time to time may be inadequate.

If we fail to adequately protect our intellectual property or face a claim of intellectual property infringement by a third party, we
may lose our intellectual property rights and be liable for significant damages.

We cannot guarantee that the steps we
have taken to protect our proprietary rights and information will be adequate to deter misappropriation of our intellectual property. In addition, we may not be able to detect unauthorized use of our intellectual property and take appropriate steps
to enforce our rights. If third parties infringe or misappropriate our trade secrets, copyrights, trademarks, service marks, trade names or other proprietary information, our business could be seriously harmed. In addition, third parties may assert
infringement claims against us that we violated their intellectual property rights. These claims, even if not true, could result in significant legal and other costs and may be a distraction to management. In addition, protection of intellectual
property in many foreign countries is weaker and less reliable than in the U.S., so if our business further expands into foreign countries, risks associated with protecting our intellectual property will increase.

Taxing authorities could challenge our historical and future tax positions as well as our allocation of taxable income among our
subsidiaries

The amount of income taxes we pay is subject to our interpretation of applicable tax laws in the
jurisdictions in which we file. We have taken and will continue to take tax positions based on our interpretation of such tax laws. While we believe that we have complied with all applicable income tax laws, there can be no assurance that a taxing
authority will not have a different interpretation of the law and assess us with additional taxes. Should additional taxes be assessed, this may result in a material adverse effect on our results of operations or financial condition.

We conduct sales, marketing, and other services through our subsidiaries located in various tax jurisdictions around the world. While our
transfer pricing methodology is based on economic studies which we believe are reasonable, the price charged for these services could be challenged by the various tax authorities resulting in additional tax liability, interest and/or penalties.

Our business may be subject to additional obligations to collect and remit sales tax and any successful action by
state, foreign or other authorities to collect additional sales tax could adversely harm our business.

We file sales
tax returns in certain states within the U.S. as required by law and certain client contracts for a portion of the sales and marketing services that we provide. We do not collect sales or other similar taxes in other states and many of the states do
not apply sales or similar taxes to the vast majority of the services that we provide. However, one or more states could seek to impose additional sales or use tax collection and record-keeping obligations on us. Any successful action by state,
foreign or other authorities to compel us to collect and remit sales tax, either retroactively, prospectively or both, could adversely affect our results of operations and business.



21



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##### Index to Financial Statements

Risks Related to Our Industry and Other Risks

We are subject to government regulation of direct marketing, which could restrict the operation and growth of our business.

The Federal Trade Commissions, or FTCs, telesales rules prohibit misrepresentations of the cost, terms,
restrictions, performance or duration of products or services offered by telephone solicitation and specifically addresses other perceived telemarketing abuses in the offering of prizes. Additionally, the FTCs rules limit the hours during
which telemarketers may call consumers. The Federal Telephone Consumer Protection Act of 1991 contains other restrictions on facsimile transmissions and on telemarketers, including a prohibition on the use of automated telephone dialing equipment to
call certain telephone numbers. The Federal Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 contains restrictions on the content and distribution of commercial e-mail. A number of states also regulate telemarketing and
some states have enacted restrictions similar to these federal laws. In addition, a number of states regulate e-mail and facsimile transmissions. State regulations of telesales, e-mail and facsimile transmissions may be more restrictive than federal
laws. Any failure by us to comply with applicable statutes and regulations could result in penalties. There can be no assurance that additional federal or state legislation, or changes in regulatory implementation or judicial interpretation of
existing or future laws, would not limit our activities in the future or significantly increase the cost of regulatory compliance.

The demand for sales and marketing services is highly uncertain.

Demand and acceptance of our sales and
marketing services is dependent upon companies willingness to allow third parties to provide these services. It is possible that these solutions may never achieve broad market acceptance. If the market for our services does not grow or grows
more slowly than we anticipate at any time, our business, financial condition and operating results may be materially adversely affected.

Increased government regulation of the Internet could decrease the demand for our services and increase our cost of doing business.

The increasing popularity and use of the Internet and online services may lead to the adoption of new laws and regulations in the U.S. or
elsewhere covering issues such as online privacy, copyright and trademark, sales taxes and fair business practices or which require qualification to do business as a foreign corporation in certain jurisdictions. Increased government regulation, or
the application of existing laws to online activities, could inhibit Internet growth. A number of government authorities are increasingly focusing on online personal data privacy and security issues and the use of personal information. Our business
could be adversely affected if new regulations regarding the use of personal information are introduced or if government authorities choose to investigate our privacy practices. In addition, the European Union has adopted directives addressing data
privacy that may limit the collection and use of some information regarding Internet users. Such directives may limit our ability to target our clients customers or collect and use information. A decline in the growth of the Internet could
decrease demand for our services and increase our cost of doing business and otherwise harm our business.

Failure by us
to achieve and maintain effective internal control over financial reporting in accordance with the rules of the SEC could harm our business and operating results and/or result in a loss of investor confidence in our financial reports, which
could in turn have a material adverse effect on our business and stock price.

We are required to comply with the
management certification requirements of Section 404 of the Sarbanes-Oxley Act of 2002. We are required to report, among other things, control deficiencies that constitute a material weakness or changes in internal controls that, or
that are reasonably likely to, materially affect internal controls over financial reporting. A material weakness is a deficiency or combination of deficiencies that results in a reasonable possibility that a material misstatement of the
annual or interim consolidated financial statements will not be prevented or detected. If we fail to continue to comply with the requirements of Section 404, we might be



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##### Index to Financial Statements

subject to sanctions or investigation by regulatory authorities such as the SEC. In addition, failure to comply with Section 404 or the report by us of a material weakness may cause
investors to lose confidence in our consolidated financial statements, and our stock price may be adversely affected as a result. If we fail to remedy any material weakness, our consolidated financial statements may be inaccurate, we may face
restricted access to the capital markets and our stock price may be adversely affected.

Terrorist acts and acts of war
may harm our business and revenue, costs and expenses, and financial position.

Terrorist acts or acts of war may cause
damage to our employees, facilities, clients, our clients customers, and vendors which could significantly impact our revenues, costs and expenses, financial position and results of operations. The potential for future terrorist attacks, the
national and international responses to terrorist attacks or perceived threats to national security, and other acts of war or hostility have created many economic and political uncertainties that could adversely affect our business and results of
operations in ways that cannot be presently predicted. We are predominantly uninsured for losses and interruptions caused by terrorist acts and acts of war.

Risks Associated with Our Stock

Our charter documents and Delaware
law contain anti-takeover provisions that could deter takeover attempts, even if a transaction would be beneficial to our stockholders.

Our certificate of incorporation and bylaws and certain provisions of Delaware law may make it more difficult for a third party to acquire us, even though an acquisition might be beneficial to our
stockholders. For example, our certificate of incorporation provides our board of directors the authority, without stockholder action, to issue up to 5,000,000 shares of preferred stock in one or more series. Our board determines when we will issue
preferred stock, and the rights, preferences and privileges of any preferred stock. Our certificate of incorporation also provides for a classified board, with each board member serving a staggered three-year term. In addition, our bylaws establish
an advance notice procedure for stockholder proposals and for nominating candidates for election as directors. Delaware law also contains provisions that can affect the ability of a third party to take over a company. For example, we are subject to
Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an
interested stockholder, unless certain conditions are met. Section 203 may discourage, delay or prevent an acquisition of our company even at a price our stockholders may find attractive.

Our common stock price is volatile.

During the year ended December 31, 2009, the price for our common stock fluctuated between $0.47 per share and $1.83 per share. During the year ended December 31, 2008, the price for our common
stock fluctuated between $0.59 per share and $6.80 per share. The trading price of our common stock may continue to fluctuate widely, including due to:



| |  |  | quarter to quarter variations in results of operations;
| | - |  | -------------------------------------------------------



| |  |  | loss of a major client;
| | - |  | -----------------------



| |  |  | changes in the economic environment which could reduce our potential;
| | - |  | ---------------------------------------------------------------------



| |  |  | announcements of technological innovations by us or our competitors;
| | - |  | --------------------------------------------------------------------



| |  |  | changes in, or our failure to meet, the expectations of securities analysts;
| | - |  | ----------------------------------------------------------------------------



| |  |  | new products or services offered by us or our competitors;
| | - |  | ----------------------------------------------------------



| |  |  | changes in market valuations of similar companies;
| | - |  | --------------------------------------------------



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##### Index to Financial Statements

| |  |  | announcements of strategic relationships or acquisitions by us or our competitors;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | other events or factors that may be beyond our control;
| | - |  | -------------------------------------------------------



| |  |  | dilution resulting from the raising of additional capital; or
| | - |  | -------------------------------------------------------------



| |  |  | other factors discussed elsewhere in this Item 1A. Risk Factors.
| | - |  | ------------------------------------------------------------------

In addition, the securities markets in general have experienced extreme price and trading volume volatility in the past. The trading prices
of securities of companies in our industry have fluctuated broadly, often for reasons unrelated to the operating performance of the specific companies. These general market and industry factors may adversely affect the trading price of our common
stock, regardless of our actual operating performance.

Our stock price is volatile, and we could face securities class action
litigation. In the past, following periods of volatility in the market price of their stock, many companies have been the subjects of securities class action litigation. If we were sued in a securities class action, it could result in substantial
costs and a diversion of managements attention and resources and could cause our stock price to fall.

We may have
difficulty obtaining director and officer liability insurance in acceptable amounts for acceptable rates.

We cannot
assure that we will be able to obtain in the future sufficient director and officer liability insurance coverage at acceptable rates and with acceptable deductibles and other limitations. Failure to obtain such insurance could materially harm our
financial condition in the event that we are required to defend against and resolve any future securities class actions or other claims made against us or our management. Further, the inability to obtain such insurance in adequate amounts may impair
our future ability to retain and recruit qualified officers and directors.

If we fail to meet the Nasdaq Global Market
listing requirements, our common stock will be delisted.

Trading of our common stock moved from the Nasdaq Capital
Market to the Nasdaq Global Market on January 8, 2007. The Nasdaq Global Market listing requirements are more onerous than the listing requirements for the Nasdaq Capital Market. If we experience losses from our operations, are unable to raise
additional funds or our stock price does not meet minimum standards, we may not be able to maintain the standards for continued listing on the Nasdaq Global Market, which include, among other things, that our common stock maintain a minimum closing
bid price of at least $1.00 per share and minimum shareholders equity of $10 million (subject to applicable grace and cure periods). Our common stock has traded below the minimum $1.00 closing bid price during 2009. If, as a result of the
application of such listing requirements, our common stock is delisted from the Nasdaq Global Market, our stock would become harder to buy and sell. Consequently, if we were removed from the Nasdaq Global Market, the ability or willingness of
broker-dealers to sell or make a market in our common stock might decline. As a result, the ability to resell shares of our common stock could be adversely affected.

Our directors, executive officers and their affiliates own a significant percentage of our common stock and can significantly influence all matters requiring stockholder approval.

As of December 31, 2009, our directors, executive officers and entities affiliated with them together
beneficially control approximately 17% of our outstanding shares. As a result, these stockholders, acting together, may have the ability to disproportionately influence all matters requiring stockholder approval, including the election of all
directors, and any merger, consolidation or sale of all or substantially all of our assets. Accordingly, such concentration of ownership may have the effect of delaying, deferring or preventing a change in control of our company, which, in turn,
could depress the market price of our common stock.



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##### Index to Financial Statements

Shares eligible for sale in the future could negatively affect our stock price.

The market price of our common stock could decline as a result of sales of a large number of shares of our common
stock or the perception that these sales could occur. This might also make it more difficult for us to raise funds through the issuance of securities. As of December 31, 2009, we had 21,996,003 outstanding shares of common stock which included
2,437,813 shares issued pursuant to restricted stock awards granted to certain employees and directors. These restricted shares will become available for public sales subject to the respective employees and directors continued employment
or service with the company over vesting periods of not more than four years. In addition, there were an aggregate of 1,770,055 shares of common stock issuable upon exercise of outstanding stock options and warrants, including 871,239 shares of
common stock issuable upon exercise of options outstanding under our option plan and 898,816 shares of common stock issuable upon exercise of the outstanding warrants issued to the investors in our private placement transactions completed on
February 7, 2006 and June 15, 2005. We may issue and/or register additional shares, options, or warrants in the future in connection with acquisitions, employee compensation or otherwise.

On April 25, 2007, we completed a follow-on public offering of our common stock in which we issued 3,500,000 additional shares.

On July 19, 2007, we completed a Stock Purchase Agreement with the shareholders of Qinteraction Limited. Under the terms
of the Purchase Agreement, the Company issued 559,284 shares of its common stock, representing approximately $4.8 million in Rainmaker common stock based upon the five-day average closing stock price before and after July 23, 2007, the date on
which the transaction was announced. Such shares were initially subject to a contractual prohibition of sale with shares available for sale from closing as follows: 241,890 shares were subject to 6 months lockup which has now expired and these
shares are now freely tradable, 241,891 shares were subject to 12 months lockup which has now expired and these shares are now freely tradable. In addition, 75,503 of the shares of the common stock consideration have been placed in escrow to secure
certain customary indemnity obligations under the Purchase Agreement. Two-thirds of the escrow was scheduled to be released after 12 months from closing and the remaining one-third was scheduled for release after 15 months from closing. The release
of such shares from escrow is subject to post-closing conditions, potential adjustments and offsets. No shares have been released from escrow as of yet as the Company has filed a claim against the escrow. The agreement also provided for a potential
additional payment at the end of twelve months following the closing, based on the achievement of certain financial milestones which the company had determined have not been achieved, and which would have resulted in the issuance of up to $3.5
million in additional Rainmaker common stock and a payment of $4.5 million in cash. Based upon the financial milestone measurement, the Company determined that no contingent payment had been earned. Accordingly, no additional purchase price was
recorded.

On January 29, 2010, we completed a Stock Purchase Agreement with the shareholders of Optima Consulting
Partners Limited. Under the terms of the acquisition, we issued 480,000 shares of Rainmaker common stock. Such shares are initially subject to a contractual prohibition of sale with shares available for sale from closing as follows: 25% of such
shares may be freely traded after 6 months, 50% of such shares may be freely traded after 12 months and all of such shares may be freely traded after 18 months. The agreement also provides for two potential additional payments of $375,000 each in a
combination of stock and/or cash contingent on certain performance metrics in fiscal 2010 and fiscal 2011, and subject to post closing conditions.



|ITEM 1B. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

None.



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##### Index to Financial Statements

|ITEM 2. | PROPERTIES
|------- | ----------

Facilities

Our headquarters is located in one building in Campbell, California. In October 2009, we executed a second amendment to the operating
lease for our corporate headquarters in Campbell, California to reduce our lease cost. Under this amendment, we have reduced the amount of space that we lease by 6,719 square feet to 16,430 square feet starting October 1, 2009, and reduced our
lease cost per square foot by approximately 18%. We obtained a first right of refusal to the reduced space (6,719 square feet). The lease term originally began on November 1, 2005 and, after the first amendment, was set to end on
January 31, 2010. Under this second amendment, the lease will expire on January 31, 2013. Annual gross rent under the amended lease increases from approximately $227,000 in the first year of the lease which ends September 30, 2010,
and the base rent will increase by approximately 5% each year thereafter for the remaining term expiring January 31, 2013. In addition, we will continue to pay our proportionate share of operating costs, maintenance on some of the common areas
and taxes based on our occupancy. The original letter of credit issued to the landlord in the amount of $100,000 for a security deposit will remain in place.

In Austin, Texas we signed a new lease for approximately 21,388 square feet of space that commenced on June 16, 2009 for a term of 18.5 months through December 31, 2010. Annual rent in the new
facility will approximate $205,000, or $17,000 monthly. Additionally, we will pay our proportionate share of maintenance on some of the common areas in the business park.

As a result of our acquisition of CAS Systems in January 2007, we acquired leased facilities near Montreal, Canada, where we occupied approximately 18,426 square feet of space covered by leases that were
scheduled to expire on December 31, 2007. Additionally, we acquired leased facilities in Oakland, California where we occupied approximately 10,039 square feet of space covered by a lease that was due to expire on May 19, 2011. We renewed
the Canada leases as of January 1, 2008 for a 2-year term with options for subsequent continuance. The provisions of the lease renewals in Canada specified that either party can terminate the lease for any reason by giving the other party at
least 120 days prior written notice. In 2008, the Company decided to terminate the current lease in Canada and provided the landlord the specified 120 day notice as of October 1, 2008 in accordance with the lease agreement. On
September 24, 2008, we entered into a new agreement to lease approximately 20,000 square feet of space and have moved our current Canadian operations to this new location which is closer to Montreal and provides more access to employees
allowing for more growth. The lease has a minimum term of 3 years and commenced on January 1, 2009. Annual gross rent is $400,000 Canadian dollars for the initial 3 year term. Based on the exchange rate at December 31, 2009, annual rent
will approximate $381,000 in US dollars. Additionally, Rainmaker will be responsible for its proportionate share of utilities, taxes and other common area maintenance charges during the lease term.

With our acquisition of Qinteraction, we assumed existing lease obligations at their Manila, Philippines offices. We assumed 2 office space
leases and a parking lease. During 2008 and 2009, we amended and then terminated our lease in the Pacific Star building and we currently do not occupy any space in this building. We currently occupy approximately 40,280 square feet on 3 floors in
the BPI building in Manila. Our current lease for this space commenced on April 1, 2008, has a 5 year term and terminates on March 31, 2013. Based on the exchange rate as of December 31, 2009, our annual base rent will escalate from
approximately $555,000 for the twelve months ended December 31, 2010 to $643,000 for the 2012 calendar year, the final full year of the lease that ends in March 2013. Our parking lease began in March 2006, has a 5 year term and terminates in
March 2011. Based on the exchange rate as of December 31, 2009, our annual base rent on this lease is approximately $7,000.

With the establishment of our Rainmaker Europe subsidiary in 2009, we signed a short-term office services agreement for shared office space in London, England. Rainmaker renewed the office services agreement and plans to continue renewing
this agreement on a month-to-month basis through March 2010. Monthly base rental is approximately $15,000 based on the exchange rate as of December 31, 2009. With our acquisition of Optima



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##### Index to Financial Statements

Consulting Partners Limited in January 2010, we plan to consolidate our operations in the United Kingdom in Optimas office and we do not plan to continue with this lease in London effective
March 31, 2010.

We believe these facilities are adequate for our current needs.



|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------

From
time to time in the ordinary course of business, we are subject to claims, asserted or unasserted, or named as a party to lawsuits or investigations. Litigation, in general, can be expensive and disruptive to normal business operations. Moreover,
the results of legal proceedings cannot be predicted with any certainty and in the case of more complex legal proceedings, such as intellectual property and securities litigation, the results are difficult to predict at all. We are not aware of any
asserted or unasserted legal proceedings or claims that we believe would have a material adverse effect on our financial condition or results of our operations. See Item 1ARisk Factors for additional discussion of the
litigation and regulatory risks facing our company.



|ITEM 4. | RESERVED
|------- | --------



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##### Index to Financial Statements

PART II



|ITEM 5. | MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ----------------------------------------------------------------------------------------------------------------

Our common stock is traded on the Nasdaq Global Market under the symbol RMKR. Prior to January 8, 2007, our common stock had
been traded on the Nasdaq Capital Market. The following table lists the high and low sale prices for our common stock as reported on Nasdaq for each full quarterly period within the two most recent fiscal years.



|     |  |    |      |    |   |      |  |    |      |  |   |     
|---- |  | -- | ---- | -- | - | ---- |  | -- | ---- |  | - | ----
|     |  | Q1 |      | Q2 |   | Q3   |  | Q4
|2009 |  |    |      |    |   |      |  |    |      |  |   |     
|High |  | $  | 1.35 |    | $ | 1.65 |  | $  | 1.83 |  | $ | 1.55
|Low  |  | $  | 0.47 |    | $ | 0.58 |  | $  | 1.08 |  | $ | 1.19
|2008 |  |    |      |    |   |      |  |    |      |  |   |     
|High |  | $  | 6.80 |    | $ | 4.04 |  | $  | 3.50 |  | $ | 2.33
|Low  |  | $  | 2.39 |    | $ | 2.84 |  | $  | 1.59 |  | $ | 0.59

As of March 26,
2010, we had approximately 140 common stockholders of record. On March 26, 2010, the last reported sale price of our common stock on the Nasdaq Global Market was $1.33 per share.



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##### Index to Financial Statements

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently expect to retain future earnings, if any, for use in the operation and expansion of our business and do not anticipate
paying any cash dividends in the foreseeable future. In addition, covenants in our Revolving Credit Facility described below in Managements Discussion and Analysis of Financial Condition and Results of Operations limit our ability
to pay cash dividends.

Securities Authorized for Issuance Under Equity Compensation Plans



|                                                           |  |                                                                                          |  |                                                                          |      |                                                                                                                                        |        
|---------------------------------------------------------- |  | ---------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------ | ---- | -------------------------------------------------------------------------------------------------------------------------------------- | -------
|Plan category                                              |  | Number of securities tobe issued upon exerciseof outstanding options,warrants and rights |  | Weighted averageexercise price ofoutstanding options,warrants and
rights |      | Number of securitiesremaining available forfuture issuance under equitycompensation
plans(excluding securitiesreflected in column (a))
|                                                           |  | (a)                                                                                      |  | (b)                                                                      |      | (c)                                                                                                                                   
|Equity compensation plans approved by security holders     |  | 3,309,052                                                                                |  | $                                                                        | 2.35 |                                                                                                                                        | 351,219
|Equity compensation plans not approved by security holders |  |                                                                                         |  |                                                                          |     |                                                                                                                                        |       
|Total                                                      |  | 3,309,052                                                                                |  | $                                                                        | 2.35 |                                                                                                                                        | 351,219

Stock Repurchase Plan

In July 2008, the Companys Board of Directors approved a Stock Repurchase Program (the Program)
authorizing the repurchase of up to $3 million of its common stock. Under the Program, shares may be repurchased from time to time in open market transactions at prevailing market prices. The timing and actual number of shares purchased will depend
on a variety of factors, such as price, corporate and regulatory requirements, and market conditions. Repurchases under the Program will be made using the Companys available cash or borrowings. The Program initially had a one-year term and may
be commenced, suspended or terminated at any time, or from time-to-time at managements discretion without prior notice. In May 2009, the Companys Board of Directors approved extending the Program through January 31, 2010, and on
December 3, 2009, the Companys Board of Directors approved extending the Program through July 31, 2010. During the year ended December 31, 2009, we purchased 358,126 shares at a cost of approximately $410,000 or an average cost
of $1.14 per share. Since inception of the Program, we have purchased 646,808 shares at a cost of approximately $922,000 or an average cost of $1.43 per share. As of December 31, 2009, approximately $2,078,000 was available for future
repurchases under the Program.

The following table sets forth information with respect to repurchases of our common stock
during the three months ended December 31, 2009:



|                                     |  |                                    |  |                            |      |                                                                     |        |                                                                             |   |          
|------------------------------------ |  | ---------------------------------- |  | -------------------------- | ---- | ------------------------------------------------------------------- | ------ | --------------------------------------------------------------------------- | - | ---------
|                                     |  | Total Numberof SharesPurchased (a) |  | Average PricePaid perShare |      | Total Number of SharesPurchased as Part ofPublicly AnnouncedProgram |        | Approximate DollarValue of Shares thatMay Yet be PurchasedUnder the Program
|October 1, 2009  October 31, 2009   |  | 8,511                              |  | $                          | 1.29 |                                                                     | 7,289  |                                                                             | $ | 2,182,817
|November 1, 2009  November 30, 2009 |  | 103,372                            |  | $                          | 1.43 |                                                                     | 20,786 |                                                                             | $ | 2,154,227
|December 1, 2009  December 31, 2009 |  | 53,000                             |  | $                          | 1.43 |                                                                     | 53,000 |                                                                             | $ | 2,078,320
|                                     |  |                                    |  |                            |      |                                                                     |        |                                                                             |   |          
|                                     |  | 164,883                            |  | $                          | 1.42 |                                                                     | 81,075 |                                                                             |   |          
|                                     |  |                                    |  |                            |      |                                                                     |        |                                                                             |   |          



|(a) | These amounts include shares owned and tendered by employees to satisfy tax withholding obligations on the vesting of restricted share awards. Unless
otherwise indicated, shares owned and tendered by employees
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | to satisfy tax withholding obligations were purchased at the closing price of our shares on the date of vesting. We purchased 1,222 shares during October 2009 from employees at an average cost of
approximately $1.35 per share. During November 2009, we purchased 82,586 shares from employees at an average cost of approximately $1.44 per share. No shares were purchased from employees in December 2009.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|ITEM 6. | SELECTED FINANCIAL DATA
|------- | -----------------------

Not applicable for smaller reporting companies.



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|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

This report contains forward-looking statements within the meaning of Section 72A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Actual events and/or future results of operations may differ materially from those contemplated by such forward-looking statements, as a result of the factors described herein, and in the documents
incorporated herein by reference, including those factors described under Risk Factors.

Overview

We are a leading provider of sales and marketing solutions, combining hosted application software and execution services
designed to drive more revenue for our clients. We have three primary product lines as follows: contract sales, lead development and training sales. We have developed an integrated solution, the Rainmaker Revenue Delivery PlatformSM, that combines proprietary, on-demand application software and
advanced analytics with expert sales and marketing execution services, which can include marketing strategy development, websites, e-commerce portal creation and hosting, both inbound and outbound e-mail, direct mail, chat and telesales services.
Our Revenue Delivery Platform combines (1) our proprietary technology platform, including hosted application software, (2) our proprietary database of corporate buyers of technology products and services, (3) our data development and
analytics services and (4) our sales and marketing execution services. We are headquartered in Silicon Valley in Campbell, California, and have additional operations in or near Austin, Texas, Montreal, Canada, Manila, Philippines and London,
England. Our current clients consist primarily of large enterprises operating in the computer hardware and software, telecom and financial services industries.

Our strategy for long-term, sustained growth is to maintain and improve our position as a leading global provider of integrated sales and marketing solutions. Key elements of our strategy include
continuing to enhance the execution of our service offerings to generate more revenue for our existing clients thereby increasing our revenue, continuing to seek cross-selling opportunities to increase the range of services provided to our
approximately 145 existing clients, expand our offerings to address international opportunities, signing new clients, continuing to identify new services and capabilities that enhance or complement our Revenue Delivery Platform and selectively
pursuing strategic acquisitions.

Prior to 2005, substantially all of our net revenue was derived from the commissions we
earned on the sale of service contract renewals, software licenses and subscriptions, and warranties. Since 2005, we have added multiple sources of revenue, including lead development services and hosted application software.

Background

We completed our initial public offering in November 1999, raising net proceeds of approximately $37 million. During the period from the initial public offering through 2004, we focused on expanding our market share of the sale of service
contracts for our clients.

In February 2005, we completed our first acquisition, Sunset Direct, which added a new service
offeringthe generation of sales leads, or lead generation, for clients. Sunset Direct provided us with new clients for our service contract sales solution. We relocated most of our operations from California to Sunset Directs lower cost
location in Texas. Our net revenues grew to $32.1 million in 2005 from $15.3 million in 2004. This growth was due both to $3.9 million, or 25%, year-over-year growth (excluding acquisitions) in our service contract sales solution and $12.9 million
from our lead development services. In 2005, we incurred losses of $5.0 million, due in part to redundancy, severance and other transition costs incurred in moving our base of operations to Texas.

We achieved our first profitable quarter in the period ended March 31, 2006 due primarily to revenue growth from existing and new
customers and the lower costs resulting from the relocation of our operations to



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Texas. Our acquisition of ViewCentral in September 2006 added hosted application software for training sales to our service offerings and a significant new customer base. We reported net revenue
of $48.9 million for the year 2006, representing year-over-year growth, excluding acquisitions, of 49%, in addition to the $1.2 million of net revenue from our hosted application software for training sales offering. We were profitable in each
quarter of 2006 and reported net income of $3.4 million for the year.

In January 2007, we acquired CAS Systems to provide
additional complementary lead development functionality, customers, execution expertise and an international presence with its location near Montreal, Canada. In July 2007, we purchased all of the outstanding stock of Qinteraction Limited, which
operates an offshore call center located in the Philippines. Qinteraction provides a variety of business solutions including inbound sales and order taking, inbound customer care, outbound telemarketing and lead generation, logistics support, and
back-office processing. The nature of these services is highly complimentary to our existing lead development and contract sales product offerings.

In October 2009, we acquired the eCommerce technology of Grow Commerce. Grow Commerce provides hosting of fan club and membership websites that offer monthly subscriptions and the ability for fee-based
downloading of music, videos and other items. Additionally, the technology offers the ability to route orders of merchandise for fulfillment. We plan to integrate and leverage the Grow Commerce assets to advance our eCommerce strategy during the
2010 fiscal year.

We reported net revenue of $47.8 million in 2009, representing a 28% decline over the prior year. We
reported a net loss of $8.3 million for 2009.

On February 5, 2010, we received written notice from Sun Microsystems that
they had elected to terminate the Global Inside Sales Program Statement of Work agreement dated March 31, 2009, effective as of February 28, 2010. The notice followed the acquisition of Sun Microsystems by Oracle Corporation and affected
the contract sales services that we were performing for Sun. These services accounted for approximately 13% of our fiscal 2009 annual revenue and 21% of our fourth quarter fiscal 2009 revenue. The Global Inside Sales agreement had a minimum term
with notice periods to August 31, 2010. We entered into a settlement agreement on March 8, 2010, and received a cash payment of $4,550,000 from Oracle Corporation for the buyout of the Global Inside Sales agreement. In addition, Oracle has
agreed to reimburse us for the employee severance costs related to terminating employees who worked on the Global Inside Sales program.

Net Revenue

We derive revenue from the following: the sale of
service contract renewals, software licenses and subscriptions, and warranties (Contract Sales); from the provision of services related to the development of qualified leads and appointments (Lead Development); from the licensing of our hosted
application software platform for our clients training sales (Training Sales); and from hosting fees related to the Grow Commerce eCommerce technology.

Service Contract Renewals, Software Licenses and Subscriptions, and Warranty Extensions (Contract Sales).    We sell, on behalf of our clients, service contract renewals,
software licenses and subscriptions and warranty extensions. We earn commissions on the sale of these services to our clients customers, which we report as our revenue. We are typically responsible for the complete sales process, including
marketing and customer identification and order processing. We also take responsibility for collecting the amount paid by our clients customer. As a result, when we complete a sale, we record the full amount of the sale on our balance sheet as
accounts receivable. We record revenue for the commissions we earn on the transaction, which is based on a fixed percentage of the renewal amount based on the agreement with our client. We record the difference between the sale amount and our
commission as an account payable, representing the amount we will remit to our client according to our payment terms, generally 30 to 60 days from the initial sale. Our clients customers pay us by credit card, check or on payment terms which
are generally 30 days from sale, and none of our clients



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customers represented more than 10% of our revenue. Because our revenue from sales of service contract renewals, software licenses and subscriptions, and warranty extensions are commission-based,
this revenue can vary significantly. Our agreements with our clients for these services typically have two to three year terms, with automatic renewal provisions. These agreements are generally terminable on 90 to 180 days notice by either party.

We recently started to provide hosted application software which enables our clients resellers to renew service
contracts with end-users directly. In these situations we earn commissions on sales by our clients or their resellers but take no responsibility or credit risk for collection from the end user of the services.

Lead Development.    We provide lead development services to generate, qualify and develop corporate leads,
turning these prospects into sales opportunities and qualified appointments for our clients field sales forces and for their channel partners. Our agreements with our clients are generally for fixed fees, have terms ranging from three months
to one year and require us to provide fixed resources for the term of the contract. Some of our contracts contain performance requirements. For the significant majority of our lead generation agreements, we recognize revenue as our services are
provided; for our performance based contracts, we recognize revenue as we meet the performance objectives. To the extent that our clients pay us in advance of the provision of services, we record deferred revenue and recognize the revenue ratably
over the contract period.

Application Software (Training Sales).    We license our hosted
application software that our clients use to manage their online and in-person training programs. The licenses are usually for one year terms, and are often paid in advance. These advance payments are recorded as deferred revenue, and recognized
ratably over the contract period.

eCommerce.    During 2009, we acquired the eCommerce technology
of Grow Commerce along with their existing customer base. Grow Commerce provides hosting of fan club and membership websites that offer monthly subscriptions and the ability for fee-based downloading of music, videos and other items. Additionally,
the eCommerce technology offers the ability to route orders of merchandise for fulfillment. We license this hosted eCommerce software on a month-to-month basis with our clients. Clients are typically invoiced at the beginning of each month in
advance for their monthly hosting fees for that month and for the media downloads and merchandise orders from the previous month. Payment terms are 30 days from receipt of invoice and we typically recognize revenue when the monthly invoice payments
are received. eCommerce revenue is included with our Contract Sales operating segment for 2009 as the total amount is insignificant for the year.

Gross Margin

Gross margin is calculated as net revenue less the
costs associated with selling our clients products or delivering our services to our clients. Cost of services include compensation costs of sales personnel, sales commissions and bonuses, costs of designing, producing and delivering marketing
services, credit card fees, bad debts, and salaries and other personnel expenses related to fee-based activities. Costs of services also include the cost of allocated facility and telephone usage for our telesales representatives as well as other
direct costs associated with the delivery of our services. Cost of services related to training sales relates primarily to the cost of personnel to support our hosted application. Most of the costs of services are personnel related and are mostly
variable in relation to our net revenue. Bonuses and sales commissions will typically change in proportion to net revenue or profitability. Commission and bonus expense included in gross margin are related to incentives paid to our telesales
representatives for incremental sales of our clients contracts and leads generated. Our gross margins will fluctuate in the future with changes in our product mix.

Sales and Marketing Expenses

Sales and marketing expenses are
primarily costs associated with client acquisition, including compensation costs of marketing and sales personnel, sales commissions, bonuses, marketing and promotional expenses,



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participation in trade shows and conferences and client integration costs. Commission expense included in sales and marketing expenses relates to the variable compensation paid to our sales
people who generate sales growth from new and existing clients. The sales cycle required to generate new clients varies within our product mix. In some cases, the lead time to create a new client can be substantial and we will incur sales and
marketing costs for efforts that may not be successful.

Technology and Development Expenses

Technology and development expenses include costs associated with the technology infrastructure that supports our Rainmaker Revenue Delivery
Platform. These costs include compensation and related costs for technology personnel, consultants, purchases of non-capitalizable software and hardware, and support and maintenance costs related to our systems. We have also invested in the
continued development of our Revenue Delivery Platform. Technology and Development Expenses do not include depreciation of hardware and software systems.

General and Administrative Expenses

General and administrative
expenses include costs associated with the administration of our business and consist primarily of compensation and related costs for administrative personnel, insurance, legal, audit and other professional fees. Most of these costs relate to
personnel, insurance and facilities and are relatively fixed.

Stock-Based Compensation

FASB ASC 718, Compensation-Stock Compensation, establishes standards for the accounting for transactions in which an entity exchanges
its equity instruments for goods or services, primarily focusing on accounting for transactions where an entity obtains employee services in share-based payment transactions. This guidance requires companies to estimate the fair value of share-based
payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Companys Consolidated Statement of
Operations.

Depreciation and Amortization Expenses

Depreciation and amortization expenses consist of depreciation and amortization of property, equipment and software
licenses, and intangible assets. We have completed the acquisition of six businesses in the past four years, and accordingly have been increasing our intangible amortization expense. In the first quarter of 2007, we completed the acquisition of CAS
Systems, and in the third quarter of 2007, we completed the acquisition of Qinteraction Limited. We took a charge to write-down a significant portion of our amortizable intangible assets in the 4thquarter of 2008 and as a result amortization expense decreased significantly in 2009. See the
discussions below regarding the Goodwill and Other Intangible Assets and the Impairment of Goodwill & Other Intangible Assets.

Interest and Other Income (Expense), Net

Interest and other income
(expense), net reflects income received on cash and cash equivalents, interest expense on leases to secure equipment, software and other financing agreements, foreign currency gains/losses, and other income and expense.

Critical Accounting Policies/Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles
generally accepted in the U.S. The preparation of these financial statements requires us to make estimates and judgments



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that affect the reported amounts in our consolidated financial statements. Although actual results have historically been reasonably consistent with managements expectations, future results
may differ from these estimates or our estimates may be affected by different assumptions or conditions.

Management has
discussed the development of our critical accounting policies with the audit committee of the board of directors and has reviewed the disclosures of such policies and managements estimates in this Managements Discussion and Analysis of
Financial Condition and Results of Operations.

We disclosed our critical accounting policies and estimates in
Managements Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008. Management believes there have been no significant changes during the year
ended December 31, 2009.

Use of Estimates

The preparation of the financial statements and related disclosures, in conformity with accounting principles generally accepted in the U.S.,
requires us to establish accounting policies that contain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We evaluate our estimates on an on-going basis. We base our estimates on
historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily
apparent from other sources. The policies that contain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes include:



| |  |  | revenue recognition and financial statement presentation;
| | - |  | ---------------------------------------------------------



| |  |  | the allowance for doubtful accounts;
| | - |  | ------------------------------------



| |  |  | impairment of long-lived assets, including goodwill, intangible assets and property and equipment;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | measurement of our deferred tax assets and corresponding valuation allowance;
| | - |  | -----------------------------------------------------------------------------



| |  |  | allocation of purchase price in business combinations;
| | - |  | ------------------------------------------------------



| |  |  | fair value estimates for the expense of employee stock options.
| | - |  | ---------------------------------------------------------------

We have other equally important accounting policies and practices. However, once adopted, these policies either generally do not require us
to make significant estimates or assumptions or otherwise only require implementation of the adopted policy, not a judgment as to the application of policy itself. Despite our intention to establish accurate estimates and assumptions, actual results
could differ materially from those estimates under different assumptions or conditions.

Revenue Recognition and
Financial Statement Presentation

Substantially all of our revenue is generated from the sale of service contracts and
maintenance renewals, lead development services, software subscriptions for hosted Internet sales of web based training and from hosting fees related to the Grow Commerce eCommerce technology. We recognize revenue from the sale of our clients
service contracts and maintenance renewals on the net basis, which represents the amount billed to the end customer less the amount paid to our client. Revenue from the sale of service contracts and maintenance renewals is recognized
when a purchase order from a clients customer is received, the service contract or maintenance agreement is delivered, the fee is fixed or determinable, the collection of the receivable is reasonably assured, and no significant post-delivery
obligations remain unfulfilled. Revenue from lead development services we perform is recognized as the services are accepted and is generally earned ratably over the service contract period. Some of our lead development service revenue is earned
when we achieve certain attainment levels and is recognized upon customer acceptance of the service. We earn revenue from our software



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application subscriptions of hosted online sales of web based training ratably over each contract period. Since these software subscriptions are usually paid in advance, we have recorded a
deferred revenue liability on our balance sheet that represents the prepaid portions of subscriptions that will be earned over the next one to two years.

We also evaluate our agreements for multiple element arrangements.Our agreements typically do not contain multiple deliverables. However, in the few instances where our agreements have contained
multiple deliverables, they usually do not have value to our customers on a standalone basis, and therefore the deliverables are considered together as one unit of accounting. Revenue is then recorded using the proportional performance model, where
revenue is recognized as performance occurs over the term of the contract and any initial set up fees are recognized over the estimated customer life.

Our revenue recognition policy involves significant judgments and estimates about collectability. We assess the probability of collection based on a number of factors, including past transaction history
and/or the creditworthiness of our clients customers, which is based on current published credit ratings, current events and circumstances regarding the business of our clients customers and other factors that we believe are relevant. If
we determine that collection is not reasonably assured, we defer revenue recognition until such time as collection becomes reasonably assured, which is generally upon receipt of cash payment.

In addition, we provide an allowance in accrued liabilities for the cancellation of service contracts that occurs within a specified time
after the sale, which is typically less than 30 days. This amount is calculated based on historical results and constitutes a reduction of the net revenue we record for the commission we earn on the sale.

Allowance for Doubtful Accounts

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our clients and clients customers to make required payments of amounts due to us. The allowance is
comprised of specifically identified account balances for which collection is currently deemed doubtful. In addition to specifically identified accounts, estimates of amounts that may not be collectible from those accounts whose collection is not
yet deemed doubtful but which may become doubtful in the future are made based on historical bad debt write-off experience. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make
payments, additional allowances may be required. At December 31, 2009 and 2008, our allowance for potentially uncollectible accounts was $58,000 and $550,000, respectively.

Goodwill and Other Intangible Assets

We completed several acquisitions during the period January 1, 2005 through December 31, 2009. Goodwill represents the excess of the acquisition purchase price over the estimated fair value of
net tangible and intangible assets acquired. Goodwill is not amortized, but instead tested for impairment at least annually or more frequently if events and circumstances indicate that the asset might be impaired. In our analysis of goodwill and
other intangible assets we apply the guidance of FASB ASC 350-20-35, Intangibles  Goodwill and Other-Subsequent Measurement in determining whether any impairment conditions exist. In our analysis of other finite lived amortizable
intangible assets, we apply the guidance of FASB ASC 360-10-35, Property, Plant and Equipment-Subsequent Measurement, in determining whether any impairment conditions exist. An impairment loss is recognized to the extent that the carrying
amount exceeds the assets fair value. Intangible assets are attributable to the various technologies, customer relationships and trade names of the businesses we have acquired.

In the 4thquarter of 2008, we performed our annual goodwill impairment evaluation required under FASB ASC 350-20-35 and
concluded that goodwill was impaired along with our other intangible assets under FASB ASC 360-10-35. The impairment was a result of our market capitalization declining significantly with the price of our stock, declining sales, depressed market
conditions, deteriorating industry trends, and a significant



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downward revision of our forecasts. The ultimate result of the impairment evaluation was a charge in the 4thquarter of $11.5 million to write off the entire amount of goodwill on two of our reporting units (Lead Development
and Rainmaker Asia) and a charge of approximately $2.2 million to write off a majority of the other intangible assets contained in these same two reporting units.

In the 4thquarter of 2009, we performed our annual goodwill impairment evaluation and concluded that our remaining goodwill
balance was not impaired. At December 31, 2009, we had approximately $3.8 million in goodwill recorded on our contract sales reporting unit. The estimated fair value of this reporting unit exceeded the carrying value by approximately $1.2
million or 7% at December 31, 2009.

We report segment results in accordance with ASC 280, Segment Reporting. The
method for determining what information is reported is based on the way that management organizes the operating segments for making operational decisions and assessments of financial performance. The Companys chief operating decision maker
reviews financial information presented on a consolidated basis, accompanied by detailed information listing revenues by customer and product line, for purposes of making operating decisions and assessing financial performance. Currently the chief
operating decision maker does not use product line financial performance as a basis for business operating decisions. Accordingly, the Company has concluded that it has one operating and reportable segment. However, in accordance with FASB ASC
350-20-35, we are required to test goodwill for impairment at the reporting unit level which is an operating segment or one level below an operating segment. Thus, our reporting units for goodwill impairment testing are Contract Sales, Lead
Development and Rainmaker Asia.

Long-Lived Assets

Long-lived assets including our purchased intangible assets are amortized over their estimated useful lives. In accordance with FASB ASC
360-10-35, Property, Plant and Equipment-Subsequent Measurement, long-lived assets, such as property, equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by
the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be
separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented
separately in the appropriate asset and liability sections of the balance sheet.

In the 4thquarter of 2008, in connection with the goodwill impairment testing
discussed above, we had to evaluate our other long-lived assets which included amortized intangible assets. Based on this analysis, we determined that the carrying value of our amortizable intangible assets exceeded their fair value based upon the
estimated discounted cash flows related to the assets and we recorded impairment charges of approximately $1.1 million related to intangible assets held at the Lead Development reporting unit, and approximately $1.1 million related to intangible
assets held at the Rainmaker Asia reporting unit.

Property and Equipment

Property and equipment are stated at cost. Depreciation of property and equipment is recorded using the straight-line method over the
assets estimated useful lives. Computer equipment and capitalized software are depreciated over two to five years and furniture and fixtures are depreciated over five years. Amortization of leasehold improvements is recorded using the
straight-line method over the shorter of the lease term or the estimated useful lives of the assets. Amortization of fixed assets under capital leases is included in depreciation expense.

Costs of internal use software are accounted for in accordance with Financial Accounting Standards Board (FASB) Accounting
Standards Codification (ASC) 350-40, Internal Use Software and FASB ASC 350-50,



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Website Development Costs. This guidance requires that we expense computer software and website development costs as they are incurred during the preliminary project stage. Once the
capitalization criteria of ASC 350-40 and ASC 350-50 have been met, external direct costs of materials and services consumed in developing or obtaining internal-use software, including website development, the payroll and payroll-related costs for
employees who are directly associated with and who devote time to the internal use computer software and associated interest costs are capitalized. Capitalized costs are amortized using the straight-line method over the shorter of the term of
related client agreement, if such development relates to a specific outsource client, or the softwares estimated useful life, ranging from two to five years. Capitalized internal use software and website development costs are included in
property and equipment in the accompanying balance sheets.

Income Taxes

We account for income taxes using the liability method. The liability method requires recognition of deferred tax assets and liabilities for
the expected future tax consequences of events that have been recognized in our financial statements, but have not been reflected in our taxable income. A valuation allowance is established to reduce deferred tax assets to their estimated realizable
value. Therefore, we provide a valuation allowance to the extent that we do not believe it is more likely than not that we will generate sufficient taxable income in future periods to realize the benefit of our deferred tax assets. At
December 31, 2009 and December 31, 2008, we had gross deferred tax assets of $25.8 million and $23.9 million, respectively. In 2009 and 2008, the deferred tax asset was subject to a 100% valuation allowance and therefore is not recorded on
our balance sheet as an asset. Realization of our deferred tax assets is limited and we may not be able to fully utilize these deferred tax assets to reduce our tax rates.

FASB ASC 740, Income Taxes, prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax
positions taken or expected to be taken on a tax return. Under this guidance, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by
the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, FASB ASC 740 provides guidance on de-recognition, classification, interest and penalties,
accounting in interim periods, disclosure and transition.

Our policy for recording interest and penalties related to
uncertain tax positions is to record such items as a component of income before taxes. Penalties, interest paid and interest received are recorded in interest and other income (expense), net, in the statement of operations. There were immaterial
amounts accrued for interest and penalties related to uncertain tax positions as of December 31, 2009.

Stock-Based
Compensation

FASB ASC 718, Compensation-Stock Compensation, establishes standards for the accounting for
transactions in which an entity exchanges its equity instruments for goods or services, primarily focusing on accounting for transactions where an entity obtains employee services in share-based payment transactions. This guidance requires companies
to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the
Companys Consolidated Statement of Operations. See Note 8 for further discussion of this statement and its effects on the financial statements presented herein.

Foreign Currency Translation

During January 2007, we established a
Canadian foreign subsidiary and subsequently purchased the Canadian based assets of CAS Systems. Additionally, in July 2007, we purchased Qinteraction Limited and its Philippine-based subsidiary. In the first quarter of 2009, we established our
Rainmaker Europe subsidiary in London, England. The functional currency of our foreign subsidiaries was determined to be their respective local



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##### Index to Financial Statements

currencies (Canadian Dollar, Philippine Peso, and Great Britain Pound). Foreign currency assets and liabilities are translated at the current exchange rates at the balance sheet date. Revenues
and expenses are translated at weighted average exchange rates in effect during the year. The related unrealized gains and losses from foreign currency translation are recorded in accumulated other comprehensive income (loss) as a separate component
of stockholders equity in the consolidated balance sheet and consolidated statement of stockholders equity and comprehensive income (loss). Net gains and losses resulting from foreign exchange transactions are included in interest and
other income (expense), net in the consolidated statement of operations.

Significant Client Concentrations

We have generated a significant portion of our revenue from sales to customers of a limited number of clients. In the year ended
December 31, 2009, three clients accounted for 10% or more of our revenue with Sun Microsystems representing approximately 22% of our revenue, Hewlett-Packard representing approximately 16% of our revenue and Symantec accounting for
approximately 10% of our revenue. In 2008, Hewlett-Packard accounted for approximately 20% of our revenue and was the only client that accounted for 10% or more of our revenue. In 2007, Dell and Hewlett-Packard each accounted for more than 10% of
our net revenue and collectively represented 43% of our net revenue, with Dell representing 29% and Hewlett-Packard representing approximately 14%.

No individual clients end-user customer accounted for 10% or more of our revenues in any period presented.

We have outsourced services agreements with our clients that expire at various dates ranging through December 2012. Our agreements with Hewlett-Packard, a significant client, expire at various dates from
August 2010 through August 2012, and can generally be terminated prior to expiration with ninety days notice. Our agreement with Symantec, a significant client, was renewed on February 24, 2010, and is effective April 1, 2010 for a term of
two years, expiring on March 31, 2012, if not renewed prior to expiration. We have various agreements with Sun Microsystems, our largest client as of December 31, 2009, with various termination provisions ranging from termination with 60
days notice to termination rights in August 2010. On February 5, 2010, we received written notice from Sun Microsystems that they had elected to terminate the Global Inside Sales Program Statement of Work agreement dated March 31, 2009,
effective as of February 28, 2010. The notice followed the acquisition of Sun Microsystems by Oracle Corporation and affected the contract sales services that we were performing for Sun. These services accounted for approximately 13% of our
fiscal 2009 annual revenue and 21% of our fourth quarter fiscal 2009 revenue.

We expect that a substantial portion of our net
revenue will continue to be concentrated among a few significant clients. In addition, our technology clients operate in industries that are experiencing consolidation, which may reduce the number of our existing and potential clients.

Related Party Transactions

We have made purchases of computer equipment and services from several vendors including Hewlett-Packard and Symantec Corporation, two of our largest clients that contributed 10% or more of our revenue for the year ended December 31,
2009. During the year ended December 31, 2009, we purchased equipment from Hewlett-Packard totaling approximately $53,000. We did not have any purchases from Sun Microsystems or Symantec Corporation during the year ended December 31, 2009,
other than cost of sales transactions for our contract sales programs with Symantec. During the year ended December 31, 2008, we purchased equipment from Hewlett-Packard totaling approximately $217,000. Hewlett-Packard was the only client that
contributed 10% or more of our revenue during the year ended December 31, 2008.

The Chairman of our board of directors
also serves on the board of Saama Technologies, a technology services firm. During the year ended December 31, 2009, we paid Saama Technologies approximately $170,000



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##### Index to Financial Statements

for technology services. During the prior year ended December 31, 2008, we paid Saama Technologies approximately $290,000 for technology services. We may continue to utilize their services
and may expand the scope of Saama Technologies engagement.

In October 2007, we closed an OEM licensing agreement with
Market2Lead, Inc. (Market2Lead), a software-as-a-service provider of business to business automated marketing solutions, to further enhance Rainmakers on-demand marketing automation application. In connection with this agreement,
Rainmaker provided Market2Lead with growth financing of $2.5 million in secured convertible and term debt. During the year ended December 31, 2009, we paid Market2Lead approximately $94,000 for marketing services. During the prior year, we paid
Market2Lead approximately $264,000. We may continue to utilize their services in the future.

Results of Operations

The following table presents, for the periods given, selected financial data as a percentage of our net revenue.



|                                                 |  |                          |    |  |       |    |  |       |  
|------------------------------------------------ |  | ------------------------ | -- |  | ----- | -- |  | ----- | -
|                                                 |  | Years Ended December 31, |   
|                                                 |  | 2009                     |    |  | 2008  |    |  | 2007  |  
|Net revenue                                      |  | 100.0                    | %  |  | 100.0 | %  |  | 100.0 | %
|Costs of services                                |  | 55.2                     |    |  | 59.3  |    |  | 51.8  |  
|                                                 |  |                          |    |  |       |    |  |       |  
|Gross margin                                     |  | 44.8                     |    |  | 40.7  |    |  | 48.2  |  
|                                                 |  |                          |    |  |       |    |  |       |  
|Operating expenses:                              |  |                          |    |  |       |    |  |       |  
|Sales and marketing                              |  | 9.2                      |    |  | 11.9  |    |  | 9.3   |  
|Technology and development                       |  | 21.7                     |    |  | 22.8  |    |  | 14.6  |  
|General and administrative                       |  | 19.0                     |    |  | 19.1  |    |  | 15.6  |  
|Depreciation and amortization                    |  | 11.7                     |    |  | 11.7  |    |  | 7.8   |  
|Impairment of goodwill & other intangible assets |  |                         |    |  | 20.7  |    |  |      |  
|                                                 |  |                          |    |  |       |    |  |       |  
|Total operating expenses                         |  | 61.6                     |    |  | 86.2  |    |  | 47.3  |  
|                                                 |  |                          |    |  |       |    |  |       |  
|Operating (loss) income                          |  | (16.8                    | )  |  | (45.5 | )  |  | 0.9   |  
|Interest and other (expense) income, net         |  | (0.2                     | )  |  | (0.1  | )  |  | 1.9   |  
|                                                 |  |                          |    |  |       |    |  |       |  
|(Loss) income before income tax expense          |  | (17.0                    | )  |  | (45.6 | )  |  | 2.8   |  
|Income tax expense                               |  | 0.4                      |    |  | 0.5   |    |  | 0.8   |  
|                                                 |  |                          |    |  |       |    |  |       |  
|Net (loss) income                                |  | (17.4                    | )% |  | (46.1 | )% |  | 2.0   | %
|                                                 |  |                          |    |  |       |    |  |       |  

Comparison of Years Ended December 31, 2009 and 2008

Net Revenue.    Net revenue decreased $18.5 million, or 28%, to $47.8 million in the year ended December 31,
2009, as compared to the year ended December 31, 2008. The following table shows the change in revenue by product line between the periods (in thousands):



|                 |  |      |        |      |   |          |  |   |          |   |  |       |   
|---------------- |  | ---- | ------ | ---- | - | -------- |  | - | -------- | - |  | ----- | --
|                 |  | 2009 |        | 2008 |   | $ Change |  |   | % Change |  
|Contract sales   |  | $    | 24,953 |      | $ | 25,574   |  | $ | (621     | ) |  | (2.4  | )%
|Lead development |  |      | 18,456 |      |   | 36,368   |  |   | (17,912  | ) |  | (49.3 | )%
|Training sales   |  |      | 4,385  |      |   | 4,385    |  |   |         |   |  | 0.0   | % 
|                 |  |      |        |      |   |          |  |   |          |   |  |       |   
|Total            |  | $    | 47,794 |      | $ | 66,327   |  | $ | (18,533  | ) |  | (27.9 | )%
|                 |  |      |        |      |   |          |  |   |          |   |  |       |   

Revenue from our contract sales product line decreased compared to the prior year as a result of a $5.3
million reduction in revenue from Dell which was partially offset by the receipt of a one-time settlement payment



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##### Index to Financial Statements

of $1.4 million during the third quarter of 2009 and increased revenue from new and existing clients. Lead development product line revenue declined predominantly from decreases in revenues from
existing clients as they reduced their marketing budgets or canceled programs during the year, offset partially by revenues from several new clients in the period. Revenue from our training sales product line was flat as compared to the prior year.

Costs of Services and Gross Margin.    Costs of services decreased $13.0 million, or 33%, to $26.4
million in the year ended December 31, 2009, as compared to the 2008 comparative period. The decrease is attributable primarily to reductions in telesales workforce related to declining sales from our contract sales and lead development product
lines. Our gross margin percentage increased to 45% in the year ended December 31, 2009 as compared to 41% for the year ended December 31, 2008 primarily as a result of the one-time settlement payment received in the quarter ended
September 30, 2009, a shift in the mix of our business from lead development to contract sales and lower costs as a result of cost reduction activities reducing our facilities and workforce. Our contract sales product line has increased to 52%
of total net revenue for the year ended December 31, 2009, as compared to 39% of total net revenue in the 2008 comparable period. Revenue from our lead development product line has decreased to approximately 39% of total net revenue for the
year ended December 31, 2009, as compared to 55% of total net revenue in the 2008 comparable period. Revenue from our training sales product line increased to approximately 9% of total net revenue in 2009 as compared to 6% in the 2008
comparable period. We estimate that gross margin will fluctuate during 2010 depending on the volume of revenue and based on the revenue mix.

Sales and Marketing Expenses.    Sales and marketing expenses decreased $3.5 million, or 44%, to $4.4 million in the year ended December 31, 2009, as compared to the 2008
comparative period. The decrease is primarily due to approximately $2.6 million in decreased personnel costs due to decreases in sales & marketing staffing, decreased commissions from reductions in sales, and decreases in
recruiting & relocation costs. Additionally, marketing costs decreased approximately $285,000 and consulting & outsourced services fees decreased approximately $240,000 due to reduced project spending related to corporate website
development, and travel costs decreased approximately $201,000 due to corporate initiatives put in place to reduce these expenses. We expect sales and marketing expenses to decrease in 2010 as compared to 2009 as we continue to reduce costs due to
the challenging macroeconomic environment which has caused a slowdown in marketing spending by our customers.

Technology
and Development Expenses.    Technology and development expenses decreased $4.8 million, or 32%, to $10.4 million during the year ended December 31, 2009, as compared to the 2008 comparative period. The decrease is
primarily attributable to an approximately $2.0 million reduction in fees paid to outside consultants and service providers as a result of reduced usage of these services, decreases in personnel costs of approximately $2.5 million, and decreased
travel & entertainment costs of approximately $281,000 due to the reduction in our workforce. We expect technology and development expenses to decrease in 2010 as compared to 2009 as we continue to reduce spending due to the challenging
macroeconomic environment.

General and Administrative Expenses.    General and administrative
expenses decreased $3.6 million, or 28%, to $9.1 million during the year ended December 31, 2009, as compared to the year ended December 31, 2008. The decrease was primarily due to approximately $2.8 million in decreased personnel costs
related to the reduction in our workforce during 2008 and 2009. We also reduced travel & entertainment expenses approximately $236,000. Rent decreased approximately $716,000 during the year ended December 31, 2009, due primarily to our
reduction in office space in the Philippines and in Austin. Legal and professional fees have decreased approximately $373,000 during the 2009 period as compared to the prior year due primarily to litigation settled during the 2009 fiscal year. We
expect general and administrative expenses to continue to decrease in 2010 as compared to 2009 as we continue to reduce spending.

Depreciation and Amortization Expenses.    Depreciation and amortization expenses decreased $2.2 million, or 28%, to $5.6 million for the year ended December 31, 2009, as compared to the 2008 period.
Amortization of



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##### Index to Financial Statements

intangible assets decreased by approximately $2.2 million in the 2009 period, primarily as a result of the write-off of approximately $2.2 million of our amortizable intangible assets in the
fourth quarter of our 2008 fiscal year. We expect depreciation and amortization expense to increase during 2010 as compared to 2009 as a result of capital expenditures during 2009, planned capital expenditures during 2010 and the acquisitions made
by the Company in the fourth quarter of 2009 and the first quarter of 2010.

Interest and Other Income (Expense),
Net.    The components of interest and other income (expense), net are as follows (in thousands):



|                          |  |                        |      |   |      |   |      |        |  |   |      |  
|------------------------- |  | ---------------------- | ---- | - | ---- | - | ---- | ------ |  | - | ---- | -
|                          |  | Year EndedDecember 31, |      |   |      |  
|                          |  | 2009                   |      |   | 2008 |   |      | Change | 
|Interest income           |  | $                      | 93   |   |      | $ | 865  |        |  | $ | (772 | )
|Interest expense          |  |                        | (220 | ) |      |   | (112 | )      |  |   | (108 | )
|Currency translation gain |  |                        | 41   |   |      |   | 96   |        |  |   | (55  | )
|Write-down of investment  |  |                        |     |   |      |   | (749 | )      |  |   | 749  |  
|Other                     |  |                        |     |   |      |   | (134 | )      |  |   | 134  |  
|                          |  |                        |      |   |      |   |      |        |  |   |      |  
|                          |  | $                      | (86  | ) |      | $ | (34  | )      |  | $ | (52  | )
|                          |  |                        |      |   |      |   |      |        |  |   |      |  

The decrease in interest income is primarily attributable to our decrease in cash from $20.0 million as of
December 31, 2008 to $15.1 million at December 31, 2009 as we had historically invested the net proceeds received from our follow-on offering of common stock in April 2007 in interest bearing deposit accounts. Interest expense is the
result of interest incurred on the notes payable issued with the purchase of the assets of CAS Systems and interest incurred on the Bridge Bank Equipment Sub-facility portion of our Revolving Line of Credit which converted to term debt at a minimum
interest rate of 6% in January 2009. We made principal payments on the CAS Systems loan and the Bridge Bank loan during the year ended December 31, 2009.

The currency translation gain is primarily due to the fluctuation of currency exchange rates on a note payable to a third party denominated in United States dollars that is owed by our Canadian subsidiary
in connection with our acquisition of CAS Systems. Fluctuations of currency exchange rates may have a negative effect in future periods on our financial results.

Income Tax Expense.    Income tax expense decreased $130,000, or 39%, to $205,000 for the year ended December 31, 2009, as compared to the year
ended December 31, 2008. Even though we incurred a loss in 2009, we have not recorded any deferred tax benefits for such losses due to managements assessment that deferred tax assets are not more than likely to be realized in the
future. Therefore, we recorded no deferred tax benefits for the losses. Our income tax expense for the year ended December 31, 2009, primarily consists of estimates of foreign taxes, which include, but are not limited to, gross income
taxes from one of our foreign subsidiaries, and certain state minimum and franchise taxes which is also determined largely based on gross income rather than net income.

Comparison of Years Ended December 31, 2008 and 2007

Net Revenue.    Net revenue decreased $7.2 million, or 10%, to $66.3 million in the year ended December 31,
2008, as compared to the year ended December 31, 2007. Our lead development product line revenue was $36.3 million and increased $1.4 million over the prior year primarily resulting from the acquisition of Qinteraction in July 2007 which was
partially offset by a decrease from our North America lead development business. Revenue from our contract sales product line was $25.6 million and decreased approximately $9.0 million as compared to the prior year as a result of a $15.6 million
reduction in Dell revenue partially offset by increased revenue from other new and existing clients. Revenue from our training sales product line was $4.4 million and increased approximately $396,000 as compared to the prior year as a result of
increased revenue from new and existing clients.



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##### Index to Financial Statements

Costs of Services and Gross Margin.    Costs of services
increased $1.2 million, or 3%, to $39.4 million in the year ended December 31, 2008, as compared to the 2007 comparative period. The increase is primarily attributable to the acquisition of Qinteraction in July 2007. This increase was partially
offset by decreases in commissions and bonuses of approximately $1.2 million, decreases in credit card fees of $714,000 due to the loss of the Dell business, and decreases in marketing costs of $668,000. Our gross margin percentage decreased to 41%
from 48% in the year ended December 31, 2008 as compared to the 2007 comparative period due primarily to the termination of the Dell services agreement which caused a shift in the mix of business from contract sales to the lower margin lead
development product line. Our lead development product line has increased to 55% of total net revenue for the year ended December 31, 2008, as compared to 48% of total net revenue in the 2007 comparable period.

Sales and Marketing Expenses.    Sales and marketing expenses increased $1.0 million, or 15%, to $7.8 million in
the year ended December 31, 2008, as compared to the 2007 comparative period. The increase is primarily due to approximately $385,000 in increased sales commission expenses, $377,000 in increased personnel costs which include
salaries & benefits, severance, recruiting & relocation due to employee turnover, and $143,000 in consulting fees for corporate marketing and other marketing initiatives.

Technology and Development Expenses.    Technology and development expenses increased $4.4 million, or 41%, to
$15.1 million during the year ended December 31, 2008, as compared to the 2007 comparative period. The increase is primarily attributable to increases in expenses relating to supporting client driven initiatives including an increase in project
management staff and data resources. Additionally, the increase was also attributable to an investment in help desk support, and additional staffing of leadership roles and development staff in the Philippines.

General and Administrative Expenses.    General and administrative expenses increased $1.3 million, or 11%, to
$12.7 million during the year ended December 31, 2008, as compared to the year ended December 31, 2007. The increase was primarily due to approximately $858,000 in increased compensation costs related to additional staff added to support
the new and existing business of the Company. Included in the $858,000 in compensation increases was approximately $689,000 related to increased stock-based compensation charges during the 2008 period. Legal fees increased approximately $337,000 and
were associated with new contract activity and the termination of the Dell services agreement and rent increased approximately $529,000 as a result of expenses incurred to close offices in Oakland and the Philippines and the acquisition of
Qinteraction in July 2007. These increases were partially offset by a decrease in audit related fees of $666,000 as Sarbanes-Oxley related audit expenses decreased as compared to the prior year as we were not be required to have to have an audit of
the Companys internal controls for the 2008 fiscal year as required under Sarbanes-Oxley section 404(b) as our non-affiliated market capitalization fell below the $50 million level as of June 30, 2008 and, accordingly,
we exited the accelerated filer status as of year-end.

Depreciation and Amortization
Expenses.    Depreciation and amortization expenses increased $2.1 million, or 36%, to $7.8 million for the year ended December 31, 2008, as compared to the 2007 period. The increase is primarily due to our acquisition
of Qinteraction in July 2007 which accounts for approximately $1.3 million of the increase in depreciation and amortization expense in 2008. The remaining increase is due to increased depreciation of property and equipment as a result of our capital
expenditures over the last year.

Impairment of Goodwill & Other Intangible
Assets.    In the 1stquarter of
2008, we performed our annual goodwill impairment evaluation and no impairment existed at that time. During 2008, we changed the annual goodwill impairment evaluation date from January 31 to October 31 to better align this evaluation with
our annual planning and budgeting process. As of October 31, 2008, we started to perform our annual impairment analysis of goodwill and other intangible assets. At that time, our initial indications determined that goodwill was impaired.
Additionally in the 4thquarter of 2008, we again assessed
goodwill and long lived assets for impairment as we observed that there were indicators of impairment. The notable indicators were our market capitalization declined significantly with the price of our stock, depressed market conditions,
deteriorating



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##### Index to Financial Statements

industry trends, and a significant downward revision of our forecasts. These market conditions continuously change and it is difficult to project how long this current economic downturn may last.
Because of the decline in our market capitalization at December 31, 2008, we again tested for the potential impairment of goodwill as the decline in market capitalization was considered a triggering event for goodwill impairment testing, as
well for amortizable intangible assets. Our goodwill and intangible assets were primarily established in purchase accounting at the completion of the Sunset Direct, View Central, CAS Systems, and Qinteraction acquisitions.

The projected discounted cash flows for our three reporting units (Contract Sales, Lead Development, and Rainmaker Asia) were based on
discrete three-year financial forecasts developed by management for planning purposes. Cash flows beyond the discrete forecasts through 2016 were estimated based on both the reporting units respective historical performance and comparison to
comparable public companies. The annual sales growth rates ranged from negative 7% to positive 16% during the discrete forecast period. These forecasts represent the best estimate that our management had at the time and believe to be reasonable. The
terminal value of our reporting units was determined using the Gordon Growth Model, which applied a long-term revenue growth rate of 3%. The terminal value represents the value of our reporting units at the end of the discrete forecast
period. The future cash flows and terminal value were discounted to present value using a discount rate range of 18% - 20%. The discount rate was based on an analysis of the weighted average cost of capital of our reporting units.

Prior to our goodwill impairment testing in the 4thquarter of 2008, we also assessed the fair value of our long-lived assets including our other
finite-lived amortizable intangible assets. Based on this analysis, we determined that the carrying value of our amortizable intangible assets exceeded their fair value based upon the estimated discounted cash flows related to the assets and we
recorded impairment charges of approximately $1.1 million related to intangible assets held at the Lead Development reporting unit, and approximately $1.1 million related to intangible assets held at the Rainmaker Asia reporting unit. The fair value
of our amortized intangible assets which included developed technology, customer relations, database and trade-name was determined using discounted cash flow and excess earnings income approaches.

The guidance in ASC 350-20-35, Intangibles  Goodwill and Other-Subsequent Measurement, provides for a two-step approach to
determining whether and by how much goodwill has been impaired. The first step requires a comparison of the fair value of the reporting unit to its net book value. If the fair value is greater, then no impairment is deemed to have occurred. If the
fair value is less, then the second step must be performed to determine the amount, if any, of actual impairment. Step 1 of the impairment analysis determined that the carrying value of our Lead Development and Rainmaker Asia reporting units,
subsequent to the impairment of our other finite-lived amortizable intangible assets noted above, was greater than their fair value, and that the goodwill relating to these reporting units was impaired. Upon completion of Step 2 of the analysis, we
recorded a goodwill impairment charge of approximately $6.1 million on the Lead Development reporting unit and approximately $5.4 million on the Rainmaker Asia reporting unit, representing the entire balance of goodwill at these reporting units.

Interest and Other Income (Expense), Net.    The components of interest and other income
(expense), net are as follows (in thousands):



|                          |  |                        |      |   |      |   |       |        |  |   |        |  
|------------------------- |  | ---------------------- | ---- | - | ---- | - | ----- | ------ |  | - | ------ | -
|                          |  | Year EndedDecember 31, |      |   |      |  
|                          |  | 2008                   |      |   | 2007 |   |       | Change | 
|Interest income           |  | $                      | 865  |   |      | $ | 1,436 |        |  | $ | (571   | )
|Interest expense          |  |                        | (112 | ) |      |   | (186  | )      |  |   | 74     |  
|Currency translation gain |  |                        | 96   |   |      |   | 137   |        |  |   | (41    | )
|Write-down of investment  |  |                        | (749 | ) |      |   |      |        |  |   | (749   | )
|Other                     |  |                        | (134 | ) |      |   | 20    |        |  |   | (154   | )
|                          |  |                        |      |   |      |   |       |        |  |   |        |  
|                          |  | $                      | (34  | ) |      | $ | 1,407 |        |  | $ | (1,441 | )
|                          |  |                        |      |   |      |   |       |        |  |   |        |  



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##### Index to Financial Statements

Interest income is attributable to the investing of our cash balances in short-term interest
bearing deposit accounts. Interest rate decreases and our declining cash balance during 2008 contributed to the change in interest income for the year.

Interest expense is the result of the $3.0 million Term Loan obtained in February 2005 in connection with the
acquisition of Sunset Direct, interest on the $1.5 million June 2005 Term Loan to fund the purchase and implementation of our new client management system, interest incurred with respect to notes payable issued with the purchase of the assets of CAS
Systems and interest expense on the $3.0 million borrowed under our revolving line of credit during the 4thquarter of 2008. We have paid off the Term Loan and the June 2005 Term Loan during 2008 and have made the first of
three principal payments on the CAS Systems notes during 2008.

The change in currency translation gain is primarily due to
the fluctuation of currency exchange rates on a note payable to a third party denominated in United States dollars that is owed by our Canadian subsidiary in connection with our acquisition of CAS Systems. Fluctuations of currency exchange rates may
have a negative effect in future periods on our financial results.

The write-down of investment relates to our investment in
a privately-held company. In October 2007, we provided $2.5 million in growth capital to this privately held company. The transaction was structured as a $1.25 million convertible loan and a $1.25 million term loan secured by substantially all of
the assets of the privately-held company including intellectual property. We also received a warrant as a part of this transaction to purchase approximately 411,000 shares of common stock of the privately-held company. In October 2008, the
convertible debt automatically converted to 619,104 shares of Series A Preferred stock of the privately-held company. Because the private equity investment represents less than 20% in the investee company, and because the Company does not have any
significant influence on the investee company, the investments are accounted for in accordance with the cost method and evaluated regularly for impairment indicators. During the fourth quarter of 2008, we assessed our investment for impairment as we
observed that there were indicators of impairment. The Company is aware that the privately-held company is operating at a loss, and while there is no quoted market prices available for the privately-held company, as a marketing services company, it
has likely been adversely affected by the recent economic downturn in a manner similar to Rainmaker.

ASC 820, Fair Value
Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). ASC 820 has also
established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 3 inputs apply to the determination of fair value for the Companys private equity investment.
These are unobservable inputs where the determination of fair values of investments requires the application of significant judgment.

Managements valuation methodologies include fundamental analysis that evaluates the investee companys progress in developing products, building intellectual property portfolios and securing customer relationships, as well as
overall industry conditions, conditions in and prospects for the investees geographic region, overall equity market conditions, and the level of financing already secured and available. This is combined with analysis of comparable acquisition
transactions and values to determine if the securitys liquidation preferences will ensure full recovery of the Companys investment in a likely acquisition outcome. In its valuation analysis, management also considers the most recent
transaction in a companys shares.

In the 4thquarter of 2008, we took a charge in other expense of approximately $749,000 which represented a
write-off of the remaining carrying value of the warrant of $239,000 and a write-down of the carrying value of the investment in Series A Preferred stock of the privately-held company of $510,000 in order to write-down these assets to their
respective fair values. It is possible that the factors evaluated by management and fair values will change in subsequent periods, resulting in material impairment charges in future periods.

Other relates primarily to the loss on disposal of fixed assets.



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##### Index to Financial Statements

Income Tax Expense.    Income tax expense decreased $223,000, or
40%, to $335,000 for the year ended December 31, 2008, as compared to the year ended December 31, 2007. Even though we incurred a large loss in 2008, we have not recorded any deferred tax benefits for such losses due to managements
assessment that deferred tax assets are not more than likely to be realized in the future. Therefore, we recorded no deferred tax benefits for the losses. In addition, certain of our current year losses are attributable to non-tax
deductible losses such as write of certain goodwill and intangibles in various jurisdictions, and thus do not create deferred tax benefits. Our income tax expense for the year ended December 31, 2008, primarily consists of estimates of
foreign taxes, which include, but are not limited to, gross income taxes from one of our foreign subsidiaries, and certain state minimum and franchise taxes which is also determined largely based on gross income rather than net income.

Liquidity and Sources of Capital

Cash used in operating activities for the year ended December 31, 2009 was $990,000 as compared to $11.0 million in the year ended December 31, 2008. Cash used in operating activities for the year ended December 31, 2009
was primarily the result of a net loss totaling $8.3 million, changes in operating assets and liabilities that accounted for $799,000 of the decrease and the credit for the recovery of allowance for doubtful accounts that totaled $311,000.
These decreases were almost entirely offset by non-cash expenditures for depreciation and amortization of property and intangibles of $5.6 million, stock-based compensation charges of $2.5 million, and the loss on disposal of fixed assets of
$343,000.

Cash used in operating activities for the year ended December 31, 2008 was primarily the result of a net
loss totaling $30.6 million and changes in operating assets and liabilities that accounted for $5.7 million of the decrease in cash for 2008. These decreases were partially offset by non-cash expenditures for the impairment of
goodwill & other intangible assets of $13.7 million, depreciation and amortization of property and intangibles of $7.8 million, stock-based compensation charges of $2.2 million, the provision for allowance for doubtful accounts of $637,000,
write-down of strategic investment of $749,000 and the loss on disposals of fixed assets of $169,000.

The largest component
of our changes in operating assets and liabilities is accounts receivable. When we sell a service or maintenance contract for a client, we record the sales price of the contract to the clients customer as our receivable and also record our
payable to the client for our cost of the contract, which is effectively the same amount less our compensation for obtaining the contract for our client. For this reason, our accounts payable includes amounts due to our clients for service and
maintenance contracts we sold on their behalf. Accounts payable therefore decreases in relation to our decreased sales of service contracts on behalf of our clients.

Accounts receivable decreased at December 31, 2009 as compared to December 31, 2008 as a result of lower overall sales during 2009 as compared to 2008. Our days sales outstanding, or DSO,
decreased to 31 days at December 31, 2009 as compared to 33 days at December 31, 2008. Since we record the gross billing to the end customer of our contract sales clients in our accounts receivable, we calculate DSO based on our ability to
collect those gross billings from the end customers. We record revenue based on the net commission we retain.

Cash used in
investing activities was $1.1 million in the year ended December 31, 2009, as compared to cash used in investing activities of $7.1 million in the year ended December 31, 2008. The change is primarily the result of decreases in capital
expenditures of $3.8 million in the year ended December 31, 2009, as compared to the year ended December 31, 2008. Our restricted cash balance decreased approximately $929,000 in the year ended December 31, 2009, as compared to an
increase of $785,000 in the restricted cash balance for the year ended December 31, 2008. Restricted cash represents the reserve for the refund due for non-service payments inadvertently paid to the Company by our clients customers
instead of paid directly to the Companys clients. At the time of cash receipt, the Company records a current liability for the amount of non-service payments received. The decrease in restricted cash represents the reduction of our balance of
refunds due to customers.



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##### Index to Financial Statements

Additionally, in October 2009, we acquired certain assets of Grow Commerce, Inc for $600,000. The acquisition was completed on October 7, 2009, with a cash payment of $510,000. The remaining
$90,000 has been held back by the Company and is due to be paid on October 7, 2010, subject to potential offsets to secure certain customary indemnity obligations under the Purchase Agreement. In 2008, we paid $1.0 million as additional
purchase price for the CAS Systems acquisition that occurred in 2007 as the result of the achievement of certain performance metrics subsequent to the acquisition.

Cash used in financing activities was approximately $2.7 million in the year ended December 31, 2009, as compared to cash provided by financing activities of $1.0 million in the year ended
December 31, 2008. Cash used in financing activities in 2009 was primarily a result of principal payments of $1.7 million on our term loans and CAS Systems notes, payments on our capital lease obligations of $226,000, purchases of treasury
stock under company announced share repurchase plans of $410,000, and purchases of $372,000 of treasury stock from employees for shares withheld for income taxes payable on restricted stock awards vested during 2009. Additionally in 2009, we
received approximately $8,000 from the exercise of stock options during the period and $3,000 from the purchase of shares in our Employee Stock Purchase Program. Cash provided by financing activities in 2008 was primarily a result of borrowings
under the Companys revolving line of credit of $3.0 million, which was partially offset by principal payments of $1.1 million on our term loans and CAS notes, purchases of treasury stock under company announced share repurchase plans of
$512,000, principal payments on our capital lease obligations of $253,000, and purchases of $187,000 of treasury stock from employees and directors for shares withheld for income taxes payable on restricted stock awards vested. Additionally in 2008,
we received approximately $32,000 from the exercise of stock options during the period and $13,000 from the purchase of shares in our Employee Stock Purchase Program.

Our principal source of liquidity as of December 31, 2009 consisted of $15.1 million of cash and cash equivalents and approximately $2.3 million available for borrowing under our Revolving Credit
Facility. We anticipate that our existing capital resources will enable us to maintain our current level of operations, our planned operations and our planned capital expenditures for at least the next twelve months.

On January 25, 2010, we made the final principal payment of approximately $667,000 plus accrued interest on our notes payable from the
CAS Systems acquisition.

On January 29, 2010, we completed a Stock Purchase Agreement with the shareholders of Optima
Consulting Partners Limited. Under the terms of the acquisition, we paid $492,000 cash at closing and we issued 480,000 shares of Rainmaker common stock valued at approximately $700,000. Such shares are initially subject to a contractual prohibition
of sale. Additionally, we entered into a promissory note for $350,000 payable in two installments with $200,000 plus accrued interest due eighteen months from the closing date and $150,000 plus accrued interest due twenty four months from the
closing date. The agreement also provides for two potential additional payments of $375,000 each in a combination of stock and/or cash contingent on certain performance metrics in fiscal 2010 and fiscal 2011, and subject to post closing conditions.

On January 29, 2010, we borrowed $1.7 million from the term loan line of our Revolving Credit Facility. Approximately
$1.2 million was used to cover the CAS Systems note payment and the cash payment in the Optima acquisition both of which are mentioned above. The remaining portion will be used for general corporate working capital.

On February 5, 2010, we received written notice from Sun Microsystems that they had elected to terminate the Global Inside Sales
Program Statement of Work agreement dated March 31, 2009, effective as of February 28, 2010. The notice followed the acquisition of Sun Microsystems by Oracle Corporation and affected the contract sales services that we were performing for
Sun. These services accounted for approximately 13% of our fiscal 2009 annual revenue and 21% of our fourth quarter fiscal 2009 revenue. The Global Inside Sales agreement had a minimum term with notice periods to August 31, 2010. We entered
into a settlement agreement on March 8, 2010, and received a cash payment of $4,550,000 from Oracle Corporation for the buyout of the



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Global Inside Sales agreement. In addition, Oracle has agreed to reimburse us for the employee severance costs related to terminating employees who worked on the Global Inside Sales program.

Credit Arrangements

In October 2008, we executed further amendments to our secured revolving line of credit (the Revolving Credit Facility) with Bridge Bank. The amendments extended the maturity date of the
Revolving Credit Facility from October 10, 2008 to October 10, 2009 and increased the maximum amount of revolving credit available from $4,000,000 to $6,000,000, with a $1,000,000 sub-facility for standby letters of credit and a new
$3,000,000 sub-facility for the purpose of purchasing new equipment until December 31, 2008. Advances under the equipment finance sub-facility are being repaid in equal monthly installments that commenced in January 2009 and continue through
October 2011. On December 3, 2009, we executed a further amendment to Revolving Credit Facility. The amendment extends the maturity date of the Revolving Credit Facility from October 10, 2009 to October 10, 2010. The maximum amount of
revolving credit available to the company remains at $6,000,000, with a $1,000,000 existing sub-facility for standby letters of credit, $1,941,000 outstanding under the equipment finance sub-facility, and a new $1,700,000 term loan line which can be
used for any borrowings until March 10, 2010. The interest rate per annum for revolving advances under the Revolving Credit Facility is equal to the greater of (i) 3.5%, or (ii) one quarter of one percent (0.25%) above the prime
lending rate, currently at 4.5%. The interest rate per annum for advances under the equipment finance sub-facility and the term loan line is equal to a fixed rate of 6.0%. Advances under the equipment finance sub-facility are being repaid in equal
monthly installments of approximately $88,000 through October 2011. As of December 31, 2009, the company had $1,941,000 outstanding under the equipment finance sub-facility and had one undrawn letter of credit outstanding under the Revolving
Credit Facility in the aggregate face amount of $100,000. If any advances are made under the term loan line, all existing equipment sub-facility advances together with all term loan advances outstanding on March 31, 2010 will be re-amortized,
and shall be payable in thirty six (36) equal monthly installments of principal, plus all accrued interest, beginning on April 10, 2010, and continuing on the same day of each month thereafter through March 31, 2013, at which time all
amounts owed, if any, shall be immediately due and payable. On January 29, 2010, we borrowed the $1.7 million available from the term loan line of the Revolving Credit facility.

The amended Revolving Credit Facility is secured by substantially all of Rainmakers consolidated assets including intellectual
property. Rainmaker must comply with certain financial covenants, including not incurring a quarterly non-GAAP profit or loss negatively exceeding by more than 10% the amount of the non-GAAP profit or loss recited in the companys operating
plan approved by Bridge Bank, and maintaining unrestricted cash with Bridge Bank equal to the greater of $2.0 million or the principal amount of the indebtedness from time to time outstanding with Bridge Bank. The Revolving Credit Facility contains
customary covenants that will, subject to limited exceptions, limit our ability to, among other things, (i) create liens; (ii) make capital expenditures; (iii) pay cash dividends; and (iv) merge or consolidate with another
company. The Revolving Credit Facility also provides for customary events of default, including nonpayment, breach of covenants, payment defaults of other indebtedness, and certain events of bankruptcy, insolvency and reorganization that may result
in acceleration of outstanding amounts under the Revolving Credit Facility. For the six months ended June 30, 2009, we did not meet the performance to plan financial covenant as our year to date net loss exceeded by 10% the amount of loss in
our operating plan approved by Bridge Bank primarily due to our first quarters results of operations. We received a waiver from Bridge Bank for the violation of this covenant for the six months ended June 30, 2009. For the nine months
ended September 30, 2009, and the twelve months ended December 31, 2009, we met this performance to plan financial covenant. At December 31, 2009, we were in compliance with all other loan covenants. We had originally entered into
this Revolving Credit Facility with our lender in April 2004.



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Off-Balance Sheet Arrangements

Leases

As of December 31, 2009, our off-balance sheet arrangements include operating leases for our facilities and certain property and equipment that expire at various dates through 2013. These arrangements allow us to obtain the use of the
equipment and facilities without purchasing them. If we were to acquire these assets, we would be required to obtain financing and record a liability related to the financing of these assets. Leasing these assets under operating leases allows us to
use these assets for our business while minimizing the obligations and up front cash flow related to purchasing the assets.

In October 2009, we executed a second amendment to the operating lease for our corporate headquarters in Campbell, California to reduce our lease cost. Under this amendment, we reduced the amount of space that we lease by 6,719 square feet
to 16,430 square feet starting October 1, 2009, and reduced our lease cost per square foot by approximately 18%. We obtained a first right of refusal to the reduced space (6,719 square feet). The lease term originally began on November 1,
2005 and, after the first amendment, was set to end on January 31, 2010. Under this second amendment, the lease will expire on January 31, 2013. Annual gross rent under the amended lease increases from approximately $227,000 in the first
year of the lease which ends September 30, 2010, and the base rent will increase by approximately 5% each year thereafter for the remaining term expiring January 31, 2013. In addition, we will continue to pay our proportionate share of
operating costs and taxes based on our occupancy and the original letter of credit issued to the landlord in the amount of $100,000 for a security deposit will remain in place.

In Austin, Texas we signed a new lease for approximately 21,388 square feet of space that commenced on June 16, 2009 for a term of 18.5
months through December 31, 2010. Annual rent in the new facility will approximate $205,000, or $17,000 monthly. In both the California and the Texas facilities, we pay rent and maintenance on some of the common areas in each of our leased
facilities.

As a result of our acquisition of CAS Systems in January 2007, we acquired leased facilities
near Montreal, Canada, where we occupied approximately 18,426 square feet of space covered by leases that were scheduled to expire on December 31, 2007. Additionally, we acquired leased facilities in Oakland, California where we occupied
approximately 10,039 square feet of space covered by a lease that was due to expire on May 19, 2011. We renewed the Canada leases as of January 1, 2008 for a 2-year term with options for subsequent continuance. The provisions of the lease
renewals in Canada specified that either party can terminate the lease for any reason by giving the other party at least 120 days prior written notice. In 2008, the Company decided to terminate the current lease in Canada and provided the landlord
the specified 120 day notice as of October 1, 2008 in accordance with the lease agreement. On September 24, 2008, we entered into a new agreement to lease approximately 20,000 square feet of space and have moved our current Canadian
operations to this new location which is closer to Montreal and provides more access to employees allowing for more growth. The lease has a minimum term of 3 years and commenced on January 1, 2009. Annual gross rent is $400,000 Canadian dollars
for the initial 3 year term. Based on the exchange rate at December 31, 2009, annual rent will approximate $381,000 in US dollars. Additionally, Rainmaker will be responsible for its proportionate share of utilities, taxes and other common area
maintenance charges during the lease term. In the quarter ended June 30, 2008, we decided to close our Oakland facility and vacated the premises. At this time, we recorded a liability for the fair value of the remaining lease payments, less the
estimated sub-lease rentals, of approximately $227,000 and wrote-off the net book value of the remaining furniture, fixtures and equipment at this location of approximately $76,000. In the 4thquarter of 2008, we exercised the early termination provision of the lease agreement with a payment of
approximately $128,000 to the landlord for this location.

With our acquisition of Qinteraction, we assumed existing lease
obligations at their Manila, Philippines offices. We assumed 2 office space leases and a parking lease. We occupy approximately 40,280 square feet on 3 floors in the BPI building in Manila. Our current lease for this space commenced on April 1,
2008, has a 5 year term and terminates on March 31, 2013. Based on the exchange rate as of December 31, 2009, our annual base



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rent will escalate from approximately $555,000 for the twelve months ended December 31, 2010 to $643,000 for the 2012 calendar year, the final full year of the lease that ends in March 2013.
During 2008 and the three months ended March 31, 2009, we amended and then terminated our lease in the Pacific Star building and we currently do not occupy any space in this building as of March 31, 2009. Our parking lease began in March
2006, has a 5 year term and terminates in March 2011. Based on the exchange rate as of December 31, 2008, our annual base rent on this lease is approximately $7,000.

With the establishment of our Rainmaker Europe subsidiary in 2009, we signed a short-term office services agreement for shared office space in London, England. The initial term of the agreement was
April 27, 2009 through August 31, 2009, with the option to renew on a monthly basis. Rainmaker plans to continue renewing this agreement on a monthly basis through March 2010. Monthly base rental is 8,700 Great Britain Pounds and based on
the exchange rate as of December 31, 2009, approximates $15,000 monthly in US Dollars. With our acquisition of Optima Consulting Partners Limited in January 2010, we plan to consolidate our operations in the United Kingdom in Optimas
office and we do not plan to continue with this lease in London effective March 31, 2010.

Rent expense, net of sub-lease
income, under operating lease agreements during the years ended December 31, 2009, 2008 and 2007 was $1,817,000, $2,485,000 and $2,142,000, respectively. The 2009 rent expense was net of approximately $56,000 in sublease revenue from our Austin
property. The 2008 rent expense included approximately $227,000 as a result of the recording of the estimated rent expense related to the Oakland office closure, and was net of approximately $125,000 in sublease revenue from our Austin property.

Guarantees

In July 2005, we issued an irrevocable standby letter of credit in the amount of $100,000 to our landlord for a security deposit for our new corporate headquarters located in Campbell, California. The
letter of credit was issued under the Revolving Credit Facility described above. As of December 31, 2009, no amounts had been drawn against the letter of credit.

From time to time, we enter into certain types of contracts that contingently require us to indemnify parties against third party claims. These obligations primarily relate to certain agreements with our
officers, directors and employees, under which we may be required to indemnify such persons for liabilities arising out of their employment relationship. The terms of such obligations vary. Generally, a maximum obligation is not explicitly stated.
Because the obligated amounts of these types of agreements often are not explicitly stated, the overall maximum amount of the obligations cannot be reasonably estimated. Historically, we have not had to make any payments for these obligations, and
no liabilities have been recorded for these obligations on our balance sheets as of December 31, 2009 and 2008.

Contractual
Obligations

Capital Leases

In March 2008, we entered into a 3-year software licensing agreement with Microsoft GP. In accordance with the terms of the agreement, we will pay three annual installments of approximately $254,000
beginning in April 2008 for the licensing rights to use certain Microsoft software. The present value of the future lease payments is included as a liability on the balance sheet as a current lease obligation as of December 31, 2009. The
effective annual interest rate on the capital lease obligation is estimated to be 6.25%.

Term Loans

In connection with our acquisition of the assets of CAS Systems and its Canadian subsidiary, Rainmaker and its Canadian subsidiary,
Rainmaker Systems (Canada) Inc., issued notes payable in the amounts of $1.4 million and $600,000, respectively. The two notes are payable in three consecutive annual installments of



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approximately $467,000 and $200,000, respectively, each, commencing on January 25, 2008, with subsequent installments payable on the anniversary date in 2009 and 2010. The notes bear
interest at a fixed rate of 5.36% per annum on the outstanding principal amount which is payable at the end of each calendar quarter. The first and second annual installments of these notes in the aggregate amount of $667,000 each were paid in
January 2008 and 2009. The final installment of approximately $667,000 was paid in January 2010.

In accordance with the
Revolving Credit Facility, advances under the equipment finance sub-facility shall be repaid in equal monthly installments commencing in January 2009 through October 2011. At December 31, 2009, we had a principal balance of $1.9 million
outstanding under the equipment finance sub-facility that is to be repaid in equal monthly installments of approximately $88,000 through October 2011. The interest rate per annum for advances under the equipment finance sub-facility is equal to the
prime rate plus 0.50%, subject to a minimum interest rate of 6.00%.

Revolving Credit Facility

In October 2008, we executed further amendments to our secured revolving line of credit (the Revolving Credit Facility) with
Bridge Bank. The amendments extended the maturity date of the Revolving Credit Facility from October 10, 2008 to October 10, 2009 and increased the maximum amount of revolving credit available from $4,000,000 to $6,000,000, with a
$1,000,000 sub-facility for standby letters of credit and a new $3,000,000 sub-facility for the purpose of purchasing new equipment until December 31, 2008. Advances under the equipment finance sub-facility are being repaid in equal monthly
installments that commenced in January 2009 and continue through October 2011. On December 3, 2009, we executed a further amendment to Revolving Credit Facility. The amendment extends the maturity date of the Revolving Credit Facility from
October 10, 2009 to October 10, 2010. The maximum amount of revolving credit available to the company remains at $6,000,000, with a $1,000,000 existing sub-facility for standby letters of credit, $1,941,000 outstanding on our existing
equipment finance sub-facility, and a new $1,700,000 term loan line which can be used for any borrowings until March 10, 2010. The interest rate per annum for revolving advances under the Revolving Credit Facility is equal to the greater of
(i) 3.5%, or (ii) one quarter of one percent (0.25%) above the prime lending rate, currently at 4.5%. The interest rate per annum for advances under the equipment finance sub-facility and the term loan line is equal to a fixed rate of
6.0%. Advances under the equipment finance sub-facility are being repaid in equal monthly installments of approximately $88,000 through October 2011. As of December 31, 2009, the company had $1,941,000 outstanding under the equipment finance
sub-facility and had one undrawn letter of credit outstanding under the Revolving Credit Facility in the aggregate face amount of $100,000. If any advances are made under the term loan line, all existing equipment sub-facility advances together with
all term loan advances outstanding on March 31, 2010 will be re-amortized, and shall be payable in thirty six (36) equal monthly installments of principal, plus all accrued interest, beginning on April 10, 2010, and continuing on the
same day of each month thereafter through March 31, 2013, at which time all amounts owed, if any, shall be immediately due and payable. On January 29, 2010, we borrowed the $1.7 million available from the term loan line of the Revolving
Credit facility.

Potential Impact of Inflation

To date, inflation has not had a material impact on our business.

Recently Issued Accounting
Standards

In October 2009, the FASB issued Accounting Standards Update (ASU) 2009-13, which amends ASC Topic
605, Revenue Recognition, to require companies to allocate revenue in multiple-element arrangements based on an elements estimated selling price if vendor-specific or other third-party evidence of value is not available. ASU 2009-13 is
effective beginning January 1, 2011. Earlier application is permitted. We are currently evaluating both the timing and the impact of the pending adoption of the ASU on our consolidated financial statements and we dont expect it to have a
material impact.



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In June 2009, the FASB issued ASU No. 2009-01 (formerly Statement No. 168),
The FASB Accounting Standards Codification and Hierarchy of Generally Accepted Accounting Principles(ASC or Codification). The Codification is the single source of authoritative U.S. generally
accepted accounting principles (GAAP) recognized by the FASB to be applied to nongovernmental entities. Rules and interpretive releases of the SEC under federal securities laws are also sources of authoritative GAAP for SEC registrants.
The Codification does not change current GAAP, but is intended to simplify user access to all authoritative GAAP by providing all the authoritative literature related to a particular topic in one place. All existing accounting standard documents are
superseded and all other accounting literature not included in the Codification is considered nonauthoritative. The Codification is effective for interim and annual reporting periods ending after September 15, 2009. We have made the appropriate
changes to GAAP references in our financial statements.

In May 2009, the FASB issued ASC 855 (formerly Statement
No. 165), Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. ASC
855 is effective for interim or annual financial periods ending after June 15, 2009. In February of 2010, the FASB issued ASU 2010-09, Subsequent Events (Topic 855), Amendments to Certain Recognition and Disclosure Requirements.This
amendment to Topic 855 eliminates the requirement that an SEC filer disclose the date through which subsequent events have been evaluated in both issued and revised financial statements. The ASU does not change the requirement that SEC filers
evaluate subsequent events through the date the financial statements are issued. We adopted the provisions of ASC 855 in the second quarter of fiscal 2009.

In June 2008, the FASB issued Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities (formerly EITF 03-6-1), that was incorporated into
topic ASC 260, Earnings per Share, of the Codification. This guidance clarifies that unvested share-based payment awards with a right to receive nonforfeitable dividends are participating securities. ASC 260 also provides guidance on how to
allocate earnings to participating securities and compute earnings per share using the two-class method. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim financial
periods within those years. The Company adopted this accounting guidance effective with the first quarter of 2009. All prior period earnings per share data presented have been adjusted retrospectively, as applicable, to conform with the provisions
of ASC 260.

In December 2007, the FASB issued ASC 805 (formerly Statement No. 141R), Business Combinations. ASC
805 requires the acquiring entity in a business combination to recognize all the assets acquired and liabilities assumed in the transaction at fair value as of the acquisition date. ASC 805 is effective for business combinations for which the
acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. We have adopted the provisions of ASC 805 during the 2009 fiscal year.



|ITEM 7A. | QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------

Not applicable for smaller reporting companies.



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|ITEM 8. | CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | --------------------------------------------------------

Index to Financial Statements and Schedule



|                                                                                                                                       |  |     
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                                       |  | Page
|Consolidated Financial Statements:                                                                                                     |  |     
|Report of Independent Registered Public Accounting Firm                                                                                |  | 54  
|Consolidated Balance Sheets as of December 31, 2009 and December 31, 2008                                                              |  | 55  
|Consolidated Statements of Operations for the years ended December 31, 2009, 2008, and
2007                                            |  | 56  
|Consolidated Statements of Stockholders Equity and Comprehensive Income (Loss) for the years ended December 31,
 2009, 2008, and 2007 |  | 57  
|Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008, and
2007                                            |  | 58  
|Notes to Consolidated Financial Statements                                                                                             |  | 59  
|                                                                                                                                       | 
|Consolidated Financial Statement Schedule:                                                                                             |  |     
|Schedule II  Valuation and Qualifying Accounts                                                                                        |  | 98  



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Rainmaker Systems, Inc.

Campbell, California

We have audited the accompanying consolidated balance sheets of Rainmaker Systems, Inc. as of December 31, 2009 and 2008 and the related consolidated statements of operations, stockholders
equity and comprehensive income (loss), and cash flows for each of the three years in the period ended December 31, 2009. In connection with our audits of the financial statements, we have also audited the financial statement schedule listed in
the accompanying index. These financial statements and schedule are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and schedule are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements and schedule, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and schedule. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in
all material respects, the financial position of Rainmaker Systems, Inc. at December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2009, in
conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the financial
statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/S/    BDO SEIDMAN, LLP

San Francisco, California

March 31, 2010



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RAINMAKER SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)



|                                                                                                                                                                                                                                   |  |              |         |   |      |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | - | ---- | - | ------- | -
|                                                                                                                                                                                                                                   |  | December 31, |        
|                                                                                                                                                                                                                                   |  | 2009         |         |   | 2008 |  
|ASSETS                                                                                                                                                                                                                             |  |              |         |   |      |   |         |  
|Current assets:                                                                                                                                                                                                                    |  |              |         |   |      |   |         |  
|Cash and cash equivalents                                                                                                                                                                                                          |  | $            | 15,129  |   |      | $ | 20,040  |  
|Restricted cash                                                                                                                                                                                                                    |  |              | 13      |   |      |   | 942     |  
|Accounts receivable, less allowance for doubtful accounts of $58 and $550 at December 31, 2009 and 2008                                                                                                                            |  |              | 7,604   |   |      |   | 10,560  |  
|Prepaid expenses and other current assets                                                                                                                                                                                          |  |              | 1,895   |   |      |   | 2,092   |  
|                                                                                                                                                                                                                                   |  |              |         |   |      |   |         |  
|Total current assets                                                                                                                                                                                                               |  |              | 24,641  |   |      |   | 33,634  |  
|Property and equipment, net                                                                                                                                                                                                        |  |              | 6,952   |   |      |   | 10,222  |  
|Intangible assets, net                                                                                                                                                                                                             |  |              | 890     |   |      |   | 1,611   |  
|Goodwill                                                                                                                                                                                                                           |  |              | 3,777   |   |      |   | 3,507   |  
|Other noncurrent assets                                                                                                                                                                                                            |  |              | 2,409   |   |      |   | 2,472   |  
|                                                                                                                                                                                                                                   |  |              |         |   |      |   |         |  
|Total assets                                                                                                                                                                                                                       |  | $            | 38,669  |   |      | $ | 51,446  |  
|                                                                                                                                                                                                                                   |  |              |         |   |      |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                                               |  |              |         |   |      |   |         |  
|Current liabilities:                                                                                                                                                                                                               |  |              |         |   |      |   |         |  
|Accounts payable                                                                                                                                                                                                                   |  | $            | 8,290   |   |      | $ | 10,220  |  
|Accrued compensation and benefits                                                                                                                                                                                                  |  |              | 1,079   |   |      |   | 1,201   |  
|Other accrued liabilities                                                                                                                                                                                                          |  |              | 2,221   |   |      |   | 2,981   |  
|Deferred revenue                                                                                                                                                                                                                   |  |              | 2,656   |   |      |   | 3,825   |  
|Current portion of capital lease obligations                                                                                                                                                                                       |  |              | 240     |   |      |   | 226     |  
|Current portion of notes payable                                                                                                                                                                                                   |  |              | 1,350   |   |      |   | 1,725   |  
|                                                                                                                                                                                                                                   |  |              |         |   |      |   |         |  
|Total current liabilities                                                                                                                                                                                                          |  |              | 15,836  |   |      |   | 20,178  |  
|Deferred tax liability                                                                                                                                                                                                             |  |              | 281     |   |      |   | 198     |  
|Long term deferred revenue                                                                                                                                                                                                         |  |              | 229     |   |      |   | 543     |  
|Capital lease obligations, less current portion                                                                                                                                                                                    |  |              |        |   |      |   | 240     |  
|Notes payable, less current portion                                                                                                                                                                                                |  |              | 1,257   |   |      |   | 2,608   |  
|                                                                                                                                                                                                                                   |  |              |         |   |      |   |         |  
|Total liabilities                                                                                                                                                                                                                  |  |              | 17,603  |   |      |   | 23,767  |  
|                                                                                                                                                                                                                                   |  |              |         |   |      |   |         |  
|Commitments and contingencies (Notes 4, 5, 6, 9 and 10)                                                                                                                                                                            |  |              |         |   |      |   |         |  
|                                                                                                                                                                                                                                   |  |             
|Stockholders equity:                                                                                                                                                                                                              |  |              |         |   |      |   |         |  
|Preferred stock, $0.001 par value; 5,000,000 shares authorized, none issued and outstanding                                                                                                                                        |  |              |        |   |      |   |        |  
|Common stock, $0.001 par value; 50,000,000 shares authorized; 23,034,645 shares issued and 21,996,003 shares outstanding at
December 31, 2009, and 21,579,251 shares issued and 21,178,010 shares outstanding at December 31, 2008 |  |              | 20      |   |      |   | 19      |  
|Additional paid-in capital                                                                                                                                                                                                         |  |              | 121,138 |   |      |   | 118,628 |  
|Accumulated deficit                                                                                                                                                                                                                |  |              | (96,997 | ) |      |   | (88,681 | )
|Accumulated other comprehensive loss                                                                                                                                                                                               |  |              | (1,381  | ) |      |   | (1,355  | )
|Treasury stock, at cost, 1,038,642 shares at December 31, 2009 and 401,241 shares at December 31, 2008                                                                                                                             |  |              | (1,714  | ) |      |   | (932    | )
|                                                                                                                                                                                                                                   |  |              |         |   |      |   |         |  
|Total stockholders equity                                                                                                                                                                                                         |  |              | 21,066  |   |      |   | 27,679  |  
|                                                                                                                                                                                                                                   |  |              |         |   |      |   |         |  
|Total liabilities and stockholders equity                                                                                                                                                                                         |  | $            | 38,669  |   |      | $ | 51,446  |  
|                                                                                                                                                                                                                                   |  |              |         |   |      |   |         |  

See accompanying notes.



55



---

##### Table of Contents

##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)



|                                                           |  |                          |        |   |      |   |         |      |  |   |       
|---------------------------------------------------------- |  | ------------------------ | ------ | - | ---- | - | ------- | ---- |  | - | ------
|                                                           |  | Years Ended December 31,
|                                                           |  | 2009                     |        |   | 2008 |   |         | 2007
|Net revenue                                                |  | $                        | 47,794 |   |      | $ | 66,327  |      |  | $ | 73,515
|Costs of services                                          |  |                          | 26,383 |   |      |   | 39,361  |      |  |   | 38,114
|                                                           |  |                          |        |   |      |   |         |      |  |   |       
|Gross margin                                               |  |                          | 21,411 |   |      |   | 26,966  |      |  |   | 35,401
|                                                           |  |                          |        |   |      |   |         |      |  |   |       
|Operating expenses:                                        |  |                          |        |   |      |   |         |      |  |   |       
|Sales and marketing                                        |  |                          | 4,376  |   |      |   | 7,849   |      |  |   | 6,854 
|Technology and development                                 |  |                          | 10,371 |   |      |   | 15,134  |      |  |   | 10,738
|General and administrative                                 |  |                          | 9,096  |   |      |   | 12,697  |      |  |   | 11,443
|Depreciation and amortization                              |  |                          | 5,593  |   |      |   | 7,777   |      |  |   | 5,711 
|Impairment of goodwill & other intangible assets           |  |                          |       |   |      |   | 13,747  |      |  |   |      
|                                                           |  |                          |        |   |      |   |         |      |  |   |       
|Total operating expenses                                   |  |                          | 29,436 |   |      |   | 57,204  |      |  |   | 34,746
|                                                           |  |                          |        |   |      |   |         |      |  |   |       
|Operating (loss) income                                    |  |                          | (8,025 | ) |      |   | (30,238 | )    |  |   | 655   
|Interest and other (expense) income, net                   |  |                          | (86    | ) |      |   | (34     | )    |  |   | 1,407 
|                                                           |  |                          |        |   |      |   |         |      |  |   |       
|(Loss) income before income tax expense                    |  |                          | (8,111 | ) |      |   | (30,272 | )    |  |   | 2,062 
|Income tax expense                                         |  |                          | 205    |   |      |   | 335     |      |  |   | 558   
|                                                           |  |                          |        |   |      |   |         |      |  |   |       
|Net (loss) income                                          |  | $                        | (8,316 | ) |      | $ | (30,607 | )    |  | $ | 1,504 
|                                                           |  |                          |        |   |      |   |         |      |  |   |       
|Basic net (loss) income per share                          |  | $                        | (0.43  | ) |      | $ | (1.58   | )    |  | $ | 0.09  
|                                                           |  |                          |        |   |      |   |         |      |  |   |       
|Diluted net (loss) income per share                        |  | $                        | (0.43  | ) |      | $ | (1.58   | )    |  | $ | 0.08  
|                                                           |  |                          |        |   |      |   |         |      |  |   |       
|Shares used to compute basic net (loss) income per share   |  |                          | 19,345 |   |      |   | 19,333  |      |  |   | 17,569
|                                                           |  |                          |        |   |      |   |         |      |  |   |       
|Shares used to compute diluted net (loss) income per share |  |                          | 19,345 |   |      |   | 19,333  |      |  |   | 18,882
|                                                           |  |                          |        |   |      |   |         |      |  |   |       

See accompanying notes.



56



---

##### Table of Contents

##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME (LOSS)

(in thousands, except share data)



|                                                            |  |              |   |                |        |    |                          |           |                    |   |        |                                            |  |   |         |  |   |         |   |  |   |        |   |  |   |         |  
|----------------------------------------------------------- |  | ------------ | - | -------------- | ------ | -- | ------------------------ | --------- | ------------------ | - | ------ | ------------------------------------------ |  | - | ------- |  | - | ------- | - |  | - | ------ | - |  | - | ------- | -
|                                                            |  | Common Stock |   | Treasury Stock |        |    | Additionalpaid incapital |           | Accumulateddeficit |   |        | Accumulatedothercomprehensiveincome/(loss) |  |   | Total   | 
|                                                            |  | Shares       |   |                | Amount |    | Shares                   |           | Amount             |   |        |                                            |  |  
|Balance at December 31, 2006                                |  | 15,088,294   |   |                | $      | 15 |                          |          |                    |   |       |                                            |  | $ | 81,265  |  | $ | (59,578 | ) |  |   |       |   |  | $ | 21,702  |  
|                                                            |  |              |   |                |        |    |                          |           |                    |   |        |                                            |  |   |         |  |   |         |   |  |   |        |   |  |   |         |  
|Net income                                                  |  |             |   |                |        |   |                          |          |                    |   |       |                                            |  |   |        |  |   | 1,504   |   |  |   |       |   |  |   | 1,504   |  
|Foreign currency translation loss                           |  |             |   |                |        |   |                          |          |                    |   |       |                                            |  |   |        |  |   |        |   |  |   | (51    | ) |  |   | (51     | )
|                                                            |  |              |   |                |        |    |                          |           |                    |   |        |                                            |  |   |         |  |   |         |   |  |   |        |   |  |   |         |  
|Comprehensive income                                        |  |             |   |                |        |   |                          |          |                    |   |       |                                            |  |   |        |  |   |        |   |  |   |       |   |  |   | 1,453   |  
|                                                            |  |              |   |                |        |    |                          |           |                    |   |        |                                            |  |   |         |  |   |         |   |  |   |        |   |  |   |         |  
|Exercise of employee stock options                          |  | 426,185      |   |                |        |   |                          |          |                    |   |       |                                            |  |   | 1,111   |  |   |        |   |  |   |       |   |  |   | 1,111   |  
|Issuance of common stock upon exercise of warrants          |  | 23,167       |   |                |        |   |                          |          |                    |   |       |                                            |  |   | 55      |  |   |        |   |  |   |       |   |  |   | 55      |  
|Issuance of common stock under employee stock purchase plan |  | 9,414        |   |                |        |   |                          |          |                    |   |       |                                            |  |   | 76      |  |   |        |   |  |   |       |   |  |   | 76      |  
|Issuance of common stock in follow-on offering, net         |  | 3,500,000    |   |                |        | 3  |                          |          |                    |   |       |                                            |  |   | 27,200  |  |   |        |   |  |   |       |   |  |   | 27,203  |  
|Issuance of common stock for Qinteraction stock             |  | 559,284      |   |                |        | 1  |                          |          |                    |   |       |                                            |  |   | 4,816   |  |   |        |   |  |   |       |   |  |   | 4,817   |  
|Issuance of restricted stock awards                         |  | 920,250      |   |                |        |   |                          |          |                    |   |       |                                            |  |   |        |  |   |        |   |  |   |       |   |  |   |        |  
|Cancellation of restricted stock awards                     |  | (167,034     | ) |                |        |   |                          |          |                    |   |       |                                            |  |   |        |  |   |        |   |  |   |       |   |  |   |        |  
|Stock based compensation  option plan                      |  |             |   |                |        |   |                          |          |                    |   |       |                                            |  |   | 611     |  |   |        |   |  |   |       |   |  |   | 611     |  
|Stock based compensation  restricted stock awards          |  |             |   |                |        |   |                          |          |                    |   |       |                                            |  |   | 1,203   |  |   |        |   |  |   |       |   |  |   | 1,203   |  
|Surrender of shares for tax withholding                     |  | (33,600      | ) |                |        |   |                          | 33,600    |                    |   | (233   | )                                          |  |   |        |  |   |        |   |  |   |       |   |  |   | (233    | )
|Tax benefit of stock option exercises                       |  |             |   |                |        |   |                          |          |                    |   |       |                                            |  |   | 54      |  |   |        |   |  |   |       |   |  |   | 54      |  
|                                                            |  |              |   |                |        |    |                          |           |                    |   |        |                                            |  |   |         |  |   |         |   |  |   |        |   |  |   |         |  
|Balance at December 31, 2007                                |  | 20,325,960   |   |                |        | 19 |                          | 33,600    |                    |   | (233   | )                                          |  |   | 116,391 |  |   | (58,074 | ) |  |   | (51    | ) |  |   | 58,052  |  
|                                                            |  |              |   |                |        |    |                          |           |                    |   |        |                                            |  |   |         |  |   |         |   |  |   |        |   |  |   |         |  
|Net loss                                                    |  |             |   |                |        |   |                          |          |                    |   |       |                                            |  |   |        |  |   | (30,607 | ) |  |   |       |   |  |   | (30,607 | )
|Foreign currency translation loss                           |  |             |   |                |        |   |                          |          |                    |   |       |                                            |  |   |        |  |   |        |   |  |   | (1,304 | ) |  |   | (1,304  | )
|                                                            |  |              |   |                |        |    |                          |           |                    |   |        |                                            |  |   |         |  |   |         |   |  |   |        |   |  |   |         |  
|Comprehensive loss                                          |  |             |   |                |        |   |                          |          |                    |   |       |                                            |  |   |        |  |   |        |   |  |   |       |   |  |   | (31,911 | )
|                                                            |  |              |   |                |        |    |                          |           |                    |   |        |                                            |  |   |         |  |   |         |   |  |   |        |   |  |   |         |  
|Exercise of employee stock options                          |  | 18,665       |   |                |        |   |                          |          |                    |   |       |                                            |  |   | 32      |  |   |        |   |  |   |       |   |  |   | 32      |  
|Issuance of common stock under employee stock purchase plan |  | 5,277        |   |                |        |   |                          |          |                    |   |       |                                            |  |   | 13      |  |   |        |   |  |   |       |   |  |   | 13      |  
|Issuance of restricted stock awards                         |  | 1,474,000    |   |                |        |   |                          |          |                    |   |       |                                            |  |   |        |  |   |        |   |  |   |       |   |  |   |        |  
|Cancellation of restricted stock awards                     |  | (278,251     | ) |                |        |   |                          |          |                    |   |       |                                            |  |   |        |  |   |        |   |  |   |       |   |  |   |        |  
|Stock based compensation  option plan                      |  |             |   |                |        |   |                          |          |                    |   |       |                                            |  |   | 587     |  |   |        |   |  |   |       |   |  |   | 587     |  
|Stock based compensation  restricted stock awards          |  |             |   |                |        |   |                          |          |                    |   |       |                                            |  |   | 1,605   |  |   |        |   |  |   |       |   |  |   | 1,605   |  
|Surrender of shares for tax withholding                     |  | (78,959      | ) |                |        |   |                          | 78,959    |                    |   | (187   | )                                          |  |   |        |  |   |        |   |  |   |       |   |  |   | (187    | )
|Purchases of treasury stock                                 |  | (288,682     | ) |                |        |   |                          | 288,682   |                    |   | (512   | )                                          |  |   |        |  |   |        |   |  |   |       |   |  |   | (512    | )
|                                                            |  |              |   |                |        |    |                          |           |                    |   |        |                                            |  |   |         |  |   |         |   |  |   |        |   |  |   |         |  
|Balance at December 31, 2008                                |  | 21,178,010   |   |                |        | 19 |                          | 401,241   |                    |   | (932   | )                                          |  |   | 118,628 |  |   | (88,681 | ) |  |   | (1,355 | ) |  |   | 27,679  |  
|                                                            |  |              |   |                |        |    |                          |           |                    |   |        |                                            |  |   |         |  |   |         |   |  |   |        |   |  |   |         |  
|Net loss                                                    |  |             |   |                |        |   |                          |          |                    |   |       |                                            |  |   |        |  |   | (8,316  | ) |  |   |       |   |  |   | (8,316  | )
|Foreign currency translation gain                           |  |             |   |                |        |   |                          |          |                    |   |       |                                            |  |   |        |  |   |        |   |  |   | (26    | ) |  |   | (26     | )
|                                                            |  |              |   |                |        |    |                          |           |                    |   |        |                                            |  |   |         |  |   |         |   |  |   |        |   |  |   |         |  
|Comprehensive loss                                          |  |             |   |                |        |   |                          |          |                    |   |       |                                            |  |   |        |  |   |        |   |  |   |       |   |  |   | (8,342  | )
|                                                            |  |              |   |                |        |    |                          |           |                    |   |        |                                            |  |   |         |  |   |         |   |  |   |        |   |  |   |         |  
|Exercise of employee stock options                          |  | 8,644        |   |                |        |   |                          |          |                    |   |       |                                            |  |   | 8       |  |   |        |   |  |   |       |   |  |   | 8       |  
|Issuance of common stock under employee stock purchase plan |  | 2,500        |   |                |        | 1  |                          |          |                    |   |       |                                            |  |   | 2       |  |   |        |   |  |   |       |   |  |   | 3       |  
|Issuance of restricted stock awards                         |  | 1,846,500    |   |                |        |   |                          |          |                    |   |       |                                            |  |   |        |  |   |        |   |  |   |       |   |  |   |        |  
|Cancellation of restricted stock awards                     |  | (402,250     | ) |                |        |   |                          |          |                    |   |       |                                            |  |   |        |  |   |        |   |  |   |       |   |  |   |        |  
|Stock based compensation  option plan                      |  |             |   |                |        |   |                          |          |                    |   |       |                                            |  |   | 358     |  |   |        |   |  |   |       |   |  |   | 358     |  
|Stock based compensation  restricted stock awards          |  |             |   |                |        |   |                          |          |                    |   |       |                                            |  |   | 2,142   |  |   |        |   |  |   |       |   |  |   | 2,142   |  
|Surrender of shares for tax withholding                     |  | (279,275     | ) |                |        |   |                          | 279,275   |                    |   | (372   | )                                          |  |   |        |  |   |        |   |  |   |       |   |  |   | (372    | )
|Purchases of treasury stock                                 |  | (358,126     | ) |                |        |   |                          | 358,126   |                    |   | (410   | )                                          |  |   |        |  |   |        |   |  |   |       |   |  |   | (410    | )
|                                                            |  |              |   |                |        |    |                          |           |                    |   |        |                                            |  |   |         |  |   |         |   |  |   |        |   |  |   |         |  
|Balance at December 31, 2009                                |  | 21,996,003   |   |                | $      | 20 |                          | 1,038,642 |                    | $ | (1,714 | )                                          |  | $ | 121,138 |  | $ | (96,997 | ) |  | $ | (1,381 | ) |  | $ | 21,066  |  
|                                                            |  |              |   |                |        |    |                          |           |                    |   |        |                                            |  |   |         |  |   |         |   |  |   |        |   |  |   |         |  

See accompanying notes.



57



---

##### Table of Contents

##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)



|                                                                                                  |  |                          |        |   |      |   |         |      |  |   |         |  
|------------------------------------------------------------------------------------------------- |  | ------------------------ | ------ | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                                  |  | Years Ended December 31, |       
|                                                                                                  |  | 2009                     |        |   | 2008 |   |         | 2007 | 
|Operating activities:                                                                             |  |                          |        |   |      |   |         |      |  |   |         |  
|Net (loss) income                                                                                 |  | $                        | (8,316 | ) |      | $ | (30,607 | )    |  | $ | 1,504   |  
|Adjustment to reconcile net (loss) income to net cash (used in) provided by operating activities: |  |                          |        |   |      |   |         |      |  |   |         |  
|Depreciation and amortization of property and equipment                                           |  |                          | 4,543  |   |      |   | 4,542   |      |  |   | 2,646   |  
|Amortization of intangible assets                                                                 |  |                          | 1,050  |   |      |   | 3,235   |      |  |   | 3,065   |  
|Impairment of goodwill & other intangible assets                                                  |  |                          |       |   |      |   | 13,747  |      |  |   |        |  
|Stock based compensation charges                                                                  |  |                          | 2,500  |   |      |   | 2,192   |      |  |   | 1,814   |  
|(Credit) provision for allowances for doubtful accounts                                           |  |                          | (311   | ) |      |   | 637     |      |  |   | 408     |  
|Amortization of discount on notes receivable                                                      |  |                          |       |   |      |   |        |      |  |   | (44     | )
|Loss on disposal of fixed assets                                                                  |  |                          | 343    |   |      |   | 169     |      |  |   | 41      |  
|Write-down of investment                                                                          |  |                          |       |   |      |   | 749     |      |  |   |        |  
|Changes in operating assets and liabilities, net of assets acquired and liabilities assumed:      |  |                          |        |   |      |   |         |      |  |   |         |  
|Accounts receivable                                                                               |  |                          | 3,275  |   |      |   | 9,428   |      |  |   | (5,634  | )
|Prepaid expenses and other assets                                                                 |  |                          | 295    |   |      |   | 977     |      |  |   | (1,440  | )
|Accounts payable                                                                                  |  |                          | (1,971 | ) |      |   | (15,205 | )    |  |   | 2,185   |  
|Accrued compensation and benefits                                                                 |  |                          | (147   | ) |      |   | (836    | )    |  |   | (310    | )
|Other accrued liabilities                                                                         |  |                          | (830   | ) |      |   | (452    | )    |  |   | 223     |  
|Income tax payable                                                                                |  |                          | (23    | ) |      |   | (44     | )    |  |   | 239     |  
|Deferred tax liability                                                                            |  |                          | 85     |   |      |   | 31      |      |  |   | 124     |  
|Deferred revenue                                                                                  |  |                          | (1,483 | ) |      |   | 426     |      |  |   | 47      |  
|                                                                                                  |  |                          |        |   |      |   |         |      |  |   |         |  
|Net cash (used in) provided by operating activities                                               |  |                          | (990   | ) |      |   | (11,011 | )    |  |   | 4,868   |  
|                                                                                                  |  |                          |        |   |      |   |         |      |  |   |         |  
|Investing activities:                                                                             |  |                          |        |   |      |   |         |      |  |   |         |  
|Purchases of property and equipment                                                               |  |                          | (1,471 | ) |      |   | (5,313  | )    |  |   | (4,671  | )
|Restricted cash, net                                                                              |  |                          | 929    |   |      |   | (785    | )    |  |   | 157     |  
|Acquisition of businesses, net of cash acquired                                                   |  |                          | (510   | ) |      |   | (1,000  | )    |  |   | (9,027  | )
|Purchase of notes receivable and warrants                                                         |  |                          |       |   |      |   |        |      |  |   | (2,500  | )
|                                                                                                  |  |                          |        |   |      |   |         |      |  |   |         |  
|Net cash used in investing activities                                                             |  |                          | (1,052 | ) |      |   | (7,098  | )    |  |   | (16,041 | )
|                                                                                                  |  |                          |        |   |      |   |         |      |  |   |         |  
|Financing activities:                                                                             |  |                          |        |   |      |   |         |      |  |   |         |  
|Proceeds from issuance of common stock from option exercises                                      |  |                          | 8      |   |      |   | 32      |      |  |   | 1,111   |  
|Proceeds from issuance of common stock from ESPP                                                  |  |                          | 3      |   |      |   | 13      |      |  |   | 76      |  
|Proceeds from issuance of common stock from warrant exercises                                     |  |                          |       |   |      |   |        |      |  |   | 55      |  
|Tax benefit of stock option exercises                                                             |  |                          |       |   |      |   |        |      |  |   | 54      |  
|Net proceeds from follow-on offering of common stock                                              |  |                          |       |   |      |   |        |      |  |   | 27,203  |  
|Repayment of notes payable                                                                        |  |                          | (1,718 | ) |      |   | (1,062  | )    |  |   | (1,501  | )
|Repayment of capital lease/debt obligations                                                       |  |                          | (226   | ) |      |   | (253    | )    |  |   | (2      | )
|Net borrowings under revolving line of credit                                                     |  |                          |       |   |      |   | 3,000   |      |  |   |        |  
|Tax payments in connection with treasury stock surrendered                                        |  |                          | (372   | ) |      |   | (187    | )    |  |   | (233    | )
|Purchases of treasury stock                                                                       |  |                          | (410   | ) |      |   | (512    | )    |  |   |        |  
|                                                                                                  |  |                          |        |   |      |   |         |      |  |   |         |  
|Net cash (used in) provided by financing activities                                               |  |                          | (2,715 | ) |      |   | 1,031   |      |  |   | 26,763  |  
|                                                                                                  |  |                          |        |   |      |   |         |      |  |   |         |  
|Effect of exchange rate changes on cash                                                           |  |                          | (154   | ) |      |   | (289    | )    |  |   | (179    | )
|                                                                                                  |  |                          |        |   |      |   |         |      |  |   |         |  
|Net (decrease) increase in cash and cash equivalents                                              |  |                          | (4,911 | ) |      |   | (17,367 | )    |  |   | 15,411  |  
|                                                                                                  |  |                          |        |   |      |   |         |      |  |   |         |  
|Cash and cash equivalents at beginning of year                                                    |  |                          | 20,040 |   |      |   | 37,407  |      |  |   | 21,996  |  
|                                                                                                  |  |                          |        |   |      |   |         |      |  |   |         |  
|Cash and cash equivalents at end of year                                                          |  | $                        | 15,129 |   |      | $ | 20,040  |      |  | $ | 37,407  |  
|                                                                                                  |  |                          |        |   |      |   |         |      |  |   |         |  
|Supplemental disclosures of cash flow information:                                                |  |                          |        |   |      |   |         |      |  |   |         |  
|Cash paid for interest                                                                            |  | $                        | 223    |   |      | $ | 108     |      |  | $ | 208     |  
|                                                                                                  |  |                          |        |   |      |   |         |      |  |   |         |  
|Cash paid for income taxes                                                                        |  | $                        | 114    |   |      | $ | 312     |      |  | $ | 223     |  
|                                                                                                  |  |                          |        |   |      |   |         |      |  |   |         |  
|Supplemental non-cash investing and financing activities:                                         |  |                          |        |   |      |   |         |      |  |   |         |  
|Acquisitions of assets under capital lease                                                        |  | $                        |       |   |      | $ | 719     |      |  | $ |        |  
|                                                                                                  |  |                          |        |   |      |   |         |      |  |   |         |  
|Common stock issued in acquisitions                                                               |  | $                        |       |   |      | $ |        |      |  | $ | 4,817   |  
|                                                                                                  |  |                          |        |   |      |   |         |      |  |   |         |  
|Notes payable issued in acquisitions                                                              |  | $                        |       |   |      | $ |        |      |  | $ | 2,000   |  
|                                                                                                  |  |                          |        |   |      |   |         |      |  |   |         |  

See accompanying notes.



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##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

Business

Rainmaker Systems, Inc. (we, our or the Company) is a leading provider of sales and marketing solutions,
combining hosted application software and execution services designed to drive more revenue for our clients. Our core services include the following: service contract sales and renewals, software license sales, subscription renewals and warranty
extension sales (Contract Sales); lead generation, qualification and management (Lead Development); and hosted application software for training sales (Training Sales).

We operate in three operating segments and one reportable segment as determined by revenue generated from sales and marketing solutions. We have operations within the United States of America, Canada and
the Philippines where we perform services on behalf of our clients to customers who are primarily located in North America. We have contracted with third parties on behalf of our clients to perform marketing services in Europe.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Rainmaker Systems, Inc. and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation.

Basis of Presentation

Reclassifications. Certain prior year amounts have been reclassified to conform to the current year presentation. Such reclassifications had no effect on previously reported results of operations, total assets or accumulated deficit.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Our estimates are based on historical experience, input from sources
outside of the company, and other relevant facts and circumstances. Actual results could differ materially from those estimates. Accounting policies that include particularly significant estimates are revenue recognition and presentation policies,
valuation of accounts receivable, measurement of our deferred tax asset and the corresponding valuation allowance, allocation of purchase price in business combinations, fair value estimates for the expense of employee stock options and the
assessment of recoverability and measuring impairment of goodwill, intangible assets, private company investments, fixed assets and commitments and contingencies.

Cash and Cash Equivalents

We consider all highly liquid investments
purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents generally consist of money market funds and certificates of deposit. The fair market value of cash equivalents represents the quoted market prices
at the balance sheet dates and approximates their carrying value.



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##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The following is a summary of our cash and cash equivalents at December 31, 2009
and 2008, (in thousands):



|                                |  |              |        |      |   |       
|------------------------------- |  | ------------ | ------ | ---- | - | ------
|                                |  | December 31,
|                                |  | 2009         |        | 2008
|Cash and cash equivalents:      |  |              |        |      |   |       
|Cash                            |  | $            | 8,465  |      | $ | 10,781
|Money market funds              |  |              | 6,664  |      |   | 9,259 
|                                |  |              |        |      |   |       
|Total cash and cash equivalents |  | $            | 15,129 |      | $ | 20,040
|                                |  |              |        |      |   |       

Allowance for Doubtful Accounts

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our clients customers to make
required payments of amounts due to us. The allowance is comprised of specifically identified account balances for which collection is currently deemed doubtful. In addition to specifically identified accounts, estimates of amounts that may not be
collectible from those accounts whose collection is not yet deemed doubtful but which may become doubtful in the future are made based on historical bad debt write-off experience. If the financial condition of our customers were to deteriorate,
resulting in an impairment of their ability to make payments, additional allowances may be required. At December 31, 2009 and 2008, our allowance for potentially uncollectible accounts was $58,000 and $550,000, respectively.

Property and Equipment

Property and equipment are stated at cost. Depreciation of property and equipment is recorded using the straight-line method over the assets estimated useful lives. Computer equipment and capitalized software are depreciated over two
to five years and furniture and fixtures are depreciated over five years. Amortization of leasehold improvements is recorded using the straight-line method over the shorter of the lease term or the estimated useful lives of the assets. Amortization
of fixed assets under capital leases is included in depreciation expense.

Costs of internal use software are accounted for in
accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 350-40, Internal Use Software and FASB ASC 350-50, Website Development Costs. This guidance requires that we
expense computer software and website development costs as they are incurred during the preliminary project stage. Once the capitalization criteria of ASC 350-40 and ASC 350-50 have been met, external direct costs of materials and services consumed
in developing or obtaining internal-use software, including website development, the payroll and payroll-related costs for employees who are directly associated with and who devote time to the internal use computer software and associated interest
costs are capitalized. Capitalized costs are amortized using the straight-line method over the shorter of the term of related client agreement, if such development relates to a specific outsource client, or the softwares estimated useful life,
ranging from two to five years. Capitalized internal use software and website development costs are included in property and equipment in the accompanying balance sheets.

Goodwill and Other Intangible Assets

We completed several
acquisitions during the period January 1, 2005 through December 31, 2009. Goodwill represents the excess of the acquisition purchase price over the estimated fair value of net tangible and intangible assets acquired. Goodwill is not
amortized, but instead tested for impairment at least annually or more frequently



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##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



if events and circumstances indicate that the asset might be impaired. In our analysis of goodwill and other intangible assets we apply the guidance of FASB ASC 350-20-35, Intangibles 
Goodwill and Other-Subsequent Measurement in determining whether any impairment conditions exist. In our analysis of other finite lived amortizable intangible assets, we apply the guidance of FASB ASC 360-10-35, Property, Plant and
Equipment-Subsequent Measurement, in determining whether any impairment conditions exist. An impairment loss is recognized to the extent that the carrying amount exceeds the assets fair value. Intangible assets are attributable to the
various technologies, customer relationships and trade names of the businesses we have acquired.

In the 4thquarter of 2008, we performed our annual goodwill
impairment evaluation required under FASB ASC 350-20-35 and concluded that goodwill was impaired along with our other intangible assets under FASB ASC 360-10-35. The impairment was a result of our market capitalization declining significantly with
the price of our stock, declining sales, depressed market conditions, deteriorating industry trends, and a significant downward revision of our forecasts. The ultimate result of the impairment evaluation was a charge in the 4thquarter of $11.5 million to write off the entire amount of goodwill
on two of our reporting units (Lead Development and Rainmaker Asia) and a charge of approximately $2.2 million to write off a majority of the other intangible assets on these same two reporting units. In the 4thquarter of 2009, we performed our annual goodwill impairment
evaluation and determined that there was no impairment in 2009. At December 31, 2009, we had approximately $3.8 million in goodwill recorded on our contract sales reporting unit. The estimated fair value of this reporting unit exceeded the
carrying value by approximately $1.2 million or 7% at December 31, 2009.

We report segment results in accordance with
ASC 280, Segment Reporting. The method for determining what information is reported is based on the way that management organizes the operating segments for making operational decisions and assessments of financial performance. The
Companys chief operating decision maker reviews financial information presented on a consolidated basis, accompanied by detailed information listing revenues by customer and product line, for purposes of making operating decisions and
assessing financial performance. Currently the chief operating decision maker does not use product line financial performance as a basis for business operating decisions. Accordingly, the Company has concluded that it has one operating and
reportable segment. However, in accordance with FASB ASC 350-20-35, we are required to test goodwill for impairment at the reporting unit level which is an operating segment or one level below an operating segment. Thus, our reporting units for
goodwill impairment testing are Contract Sales, Lead Development and Rainmaker Asia.

Long-Lived Assets

Long-lived assets including our purchased intangible assets are amortized over their estimated useful lives. In accordance with FASB ASC
360-10-35, Property, Plant and Equipment-Subsequent Measurement, long-lived assets, such as property, equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by
the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be
separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented
separately in the appropriate asset and liability sections of the balance sheet.

In the 4thquarter of 2008, in connection with the goodwill impairment testing
discussed above, we had to evaluate our other long-lived assets which included amortized intangible assets. Based on this analysis, we determined that the carrying value of our amortizable intangible assets exceeded their fair value based upon the



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##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



estimated discounted cash flows related to the assets and we recorded impairment charges of approximately $1.1 million related to intangible assets held at the Lead Development reporting unit,
and approximately $1.1 million related to intangible assets held at the Rainmaker Asia reporting unit. In the 4thquarter of 2009, we performed our annual goodwill impairment analysis and noted no impairment.

Revenue Recognition and Presentation

Substantially all of our
revenue is generated from the sale of service contracts and maintenance renewals, lead development services and software subscriptions for hosted Internet sales of web based training. We recognize revenue from the sale of our clients service
contracts and maintenance renewals on the net basis, which represents the amount billed to the end customer less the amount paid to our client. Revenue from the sale of service contracts and maintenance renewals is recognized when a
purchase order from a clients customer is received, the service contract or maintenance agreement is delivered, the fee is fixed or determinable, the collection of the receivable is reasonably assured, and no significant post-delivery
obligations remain unfulfilled. Revenue from lead development services we perform is recognized as the services are accepted and is generally earned ratably over the service contract period. Some of our lead development service revenue is earned
when we achieve certain attainment levels and is recognized upon customer acceptance of the service. We earn revenue from our software application subscriptions of hosted online sales of web based training ratably over each contract period.
Since these software subscriptions are usually paid in advance, we have recorded a deferred revenue liability on our balance sheet that represents the prepaid portions of subscriptions that will be earned over the next one to two years.

We also evaluate our agreements for multiple element arrangements.Our agreements typically do not contain multiple deliverables.
However, in the few instances where our agreements have contained multiple deliverables, they usually do not have value to our customers on a standalone basis, and therefore the deliverables are considered together as one unit of accounting. Revenue
is then recorded using the proportional performance model, where revenue is recognized as performance occurs over the term of the contract and any initial set up fees are recognized over the estimated customer life.

Our revenue recognition policy involves significant judgments and estimates about collectability. We assess the probability of collection
based on a number of factors, including past transaction history and/or the creditworthiness of our clients customers, which is based on current published credit ratings, current events and circumstances regarding the business of our
clients customers and other factors that we believe are relevant. If we determine that collection is not reasonably assured, we defer revenue recognition until such time as collection becomes reasonably assured, which is generally upon receipt
of cash payment.

In addition, we provide an allowance in accrued liabilities for the cancellation of service contracts that
occurs within a specified time after the sale, which is typically less than 30 days. This amount is calculated based on historical results and constitutes a reduction of the net revenue we record for the commission we earn on the sale.

Costs of Services

Costs of services consist of costs associated with promoting and selling our clients products and services including compensation costs of sales personnel, sales commissions and bonuses, costs of designing, producing and delivering
marketing services, and salaries and other personnel expenses related to fee-based activities. Costs of services also include the cost of allocated facility and telephone usage for our telesales representatives as well as other direct costs
associated with the delivery of our services. Most of the costs are personnel related and are mostly variable in relation to our net revenue. Bonuses and sales commissions will typically change in proportion to revenue or profitability.



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##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Advertising

We expense advertising costs as incurred. These costs were not material and are included in sales and marketing expense.

Income Taxes

We account for income taxes using the liability
method. The liability method requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements, but have not been reflected in our taxable income. A
valuation allowance is established to reduce deferred tax assets to their estimated realizable value. Therefore, we provide a valuation allowance to the extent that we do not believe it is more likely than not that we will generate sufficient
taxable income in future periods to realize the benefit of our deferred tax assets. At December 31, 2009 and December 31, 2008, we had gross deferred tax assets of $25.8 million and $23.9 million, respectively. In 2009 and 2008, the
deferred tax asset was subject to a 100% valuation allowance and therefore is not recorded on our balance sheet as an asset. Realization of our deferred tax assets is limited and we may not be able to fully utilize these deferred tax assets to
reduce our tax rates.

FASB ASC 740, Income Taxes, prescribes a recognition threshold and measurement attributes for
financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under this guidance, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is
more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, FASB ASC 740 provides guidance on
de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Our policy
for recording interest and penalties related to uncertain tax positions is to record such items as a component of income before taxes. Penalties, interest paid and interest received are recorded in interest and other income (expense), net, in the
statement of operations. There were immaterial amounts accrued for interest and penalties related to uncertain tax positions as of December 31, 2009.

Stock-Based Compensation

FASB ASC 718, Compensation-Stock
Compensation, establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services, primarily focusing on accounting for transactions where an entity obtains employee services in
share-based payment transactions. This guidance requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest
is recognized as expense over the requisite service periods in the Companys Consolidated Statement of Operations. See Note 8 for further discussion of this statement and its effects on the financial statements presented herein.

Concentrations of Credit Risk and Credit Evaluations

Our financial instruments that expose us to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable.

We place our cash and cash equivalents in a variety of financial institutions and limit the amount of credit exposure through
diversification and by investing the funds in money market accounts and certificates of deposit which are insured by the FDIC. At times, the balance of cash deposits is in excess of the FDIC insurance limits.



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##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



We sell our clients products and services primarily to business end users and, in
most transactions, assume full credit risk on the sale. Credit is extended based on an evaluation of the financial condition of our clients customer, and collateral is generally not required. Credit losses have traditionally been immaterial,
and such losses have been within managements expectations.

We have generated a significant portion of our revenue from
sales to customers of a limited number of clients. In the year ended December 31, 2009, three clients accounted for 10% or more of our revenue with Sun Microsystems representing approximately 22% of our revenue, Hewlett-Packard representing
approximately 16% of our revenue and Symantec accounting for approximately 10% of our revenue. In 2008, Hewlett-Packard accounted for approximately 20% of our revenue and was the only client that accounted for 10% or more of our revenue. In 2007,
Dell and Hewlett-Packard each accounted for more than 10% of our net revenue and collectively represented 43% of our net revenue, with Dell representing 29% and Hewlett-Packard representing approximately 14%.

No individual clients end-user customer accounted for 10% or more of our revenues in any period presented.

We have outsourced services agreements with our clients that expire at various dates ranging through December 2012. Our agreements with
Hewlett-Packard, a significant client, expire at various dates from August 2010 through August 2012, and can generally be terminated prior to expiration with ninety days notice. Our agreement with Symantec, a significant client, was renewed on
February 24, 2010, and is effective April 1, 2010 for a term of two years, expiring on March 31, 2012, if not renewed prior to expiration. We have various agreements with Sun Microsystems, our largest client as of December 31,
2009, with various termination provisions ranging from termination with 60 days notice to termination rights in August 2010. On February 5, 2010, we received written notice from Sun Microsystems that they had elected to terminate the Global
Inside Sales Program Statement of Work agreement dated March 31, 2009, effective as of February 28, 2010. The notice followed the acquisition of Sun Microsystems by Oracle Corporation and affected the contract sales services that we were
performing for Sun. These services accounted for approximately 13% of our fiscal 2009 annual revenue and 21% of our fourth quarter fiscal 2009 revenue.

Fair Value of Financial Instruments

The amounts reported as cash
and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short-term maturities.

The fair value of short-term and long-term capital lease and debt obligations is estimated based on current interest rates available to us for debt instruments with similar terms, degrees of risk and
remaining maturities. The carrying values of these obligations, as of each period presented, approximate their respective fair values.

Segment Reporting

We report segment results in accordance with ASC 280, Segment Reporting. The
method for determining what information is reported is based on the way that management organizes the operating segments for making operational decisions and assessments of financial performance. The Companys chief operating decision maker
reviews financial information presented on a consolidated basis, accompanied by detailed information listing revenues by customer and product line, for purposes of making operating decisions and assessing financial performance. Currently the chief
operating decision maker does not use product line financial performance as a basis for business operating decisions. Accordingly, the Company has concluded that it has one operating and



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##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



reportable segment. We have call centers within the United States of America, Canada, Philippines and the United Kingdom where we perform services on behalf of our clients to customers who are
almost entirely located in North America.

The following is a breakdown of net revenue by product line for the years ended
December 31, 2009, 2008 and 2007 (in thousands):



|                 |  |                          |        |      |   |        |  |   |       
|---------------- |  | ------------------------ | ------ | ---- | - | ------ |  | - | ------
|                 |  | Years Ended December 31,
|                 |  | 2009                     |        | 2008 |   | 2007  
|Contract sales   |  | $                        | 24,953 |      | $ | 25,574 |  | $ | 34,564
|Lead development |  |                          | 18,456 |      |   | 36,368 |  |   | 34,962
|Training sales   |  |                          | 4,385  |      |   | 4,385  |  |   | 3,989 
|                 |  |                          |        |      |   |        |  |   |       
|Total            |  | $                        | 47,794 |      | $ | 66,327 |  | $ | 73,515
|                 |  |                          |        |      |   |        |  |   |       

Foreign revenues are attributed to the country of the
business entity that executed the contract. The Company utilizes our call centers in the United States, Canada and the Philippines to fulfill these contracts. The following is a geographic breakdown of our net revenue for the years ended ended
December 31, 2009, 2008 and 2007 (in thousands):



|               |  |                          |        |      |   |        |  |   |       
|-------------- |  | ------------------------ | ------ | ---- | - | ------ |  | - | ------
|               |  | Years Ended December 31,
|               |  | 2009                     |        | 2008 |   | 2007  
|United States  |  | $                        | 41,526 |      | $ | 58,136 |  | $ | 69,069
|Cayman Islands |  |                          | 4,476  |      |   | 6,307  |  |   | 3,451 
|Philippines    |  |                          | 1,792  |      |   | 1,884  |  |   | 995   
|               |  |                          |        |      |   |        |  |   |       
|Total          |  | $                        | 47,794 |      | $ | 66,327 |  | $ | 73,515
|               |  |                          |        |      |   |        |  |   |       

Property and equipment information is based on the
physical location of the assets and goodwill and intangible information is based on the country of the business entity to which these are allocated. The following is a geographic breakdown of net long-lived assets as of December 31, 2009 and
2008 (in thousands):



|               |  |                       |        |          |   |                       |  |   |      
|-------------- |  | --------------------- | ------ | -------- | - | --------------------- |  | - | -----
|               |  | Property &Equip., Net |        | Goodwill |   | IntangibleAssets, Net
|2009           |  |                       |        |          |   |                       |  |   |      
|United States  |  | $                     | 4,097  |          | $ | 3,777                 |  | $ | 576  
|Cayman Islands |  |                       |       |          |   |                      |  |   | 314  
|Philippines    |  |                       | 2,507  |          |   |                      |  |   |     
|Canada         |  |                       | 217    |          |   |                      |  |   |     
|United Kingdom |  |                       | 131    |          |   |                      |  |   |     
|               |  |                       |        |          |   |                       |  |   |      
|2008 Total     |  | $                     | 6,952  |          | $ | 3,777                 |  | $ | 890  
|               |  |                       |        |          |   |                       |  |   |      
|2008           |  |                       |        |          |   |                       |  |   |      
|United States  |  | $                     | 6,380  |          | $ | 3,507                 |  | $ | 1,011
|Cayman Islands |  |                       |       |          |   |                      |  |   | 600  
|Philippines    |  |                       | 3,508  |          |   |                      |  |   |     
|Canada         |  |                       | 334    |          |   |                      |  |   |     
|               |  |                       |        |          |   |                       |  |   |      
|2008 Total     |  | $                     | 10,222 |          | $ | 3,507                 |  | $ | 1,611
|               |  |                       |        |          |   |                       |  |   |      



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##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



We did not have any foreign revenue or assets in fiscal years prior to 2007.

Foreign Currency Translation

During January 2007, we established a Canadian foreign subsidiary and subsequently purchased the Canadian based assets of CAS Systems. Additionally, in July 2007, we purchased Qinteraction Limited and its
Philippine-based subsidiary. In the first quarter of 2009, we established our Rainmaker Europe subsidiary in London, England. The functional currency of our foreign subsidiaries was determined to be their respective local currencies (Canadian
Dollar, Philippine Peso, and Great Britain Pound). Foreign currency assets and liabilities are translated at the current exchange rates at the balance sheet date. Revenues and expenses are translated at weighted average exchange rates in effect
during the year. The related unrealized gains and losses from foreign currency translation are recorded in accumulated other comprehensive income (loss) as a separate component of stockholders equity in the consolidated balance sheet and
consolidated statement of stockholders equity and comprehensive income (loss). Net gains and losses resulting from foreign exchange transactions are included in interest and other income (expense), net in the consolidated statement of
operations.

Recently Issued Accounting Standards

In October 2009, the FASB issued Accounting Standards Update (ASU) 2009-13, which amends ASC Topic 605, Revenue Recognition, to require companies to allocate revenue in multiple-element
arrangements based on an elements estimated selling price if vendor-specific or other third-party evidence of value is not available. ASU 2009-13 is effective beginning January 1, 2011. Earlier application is permitted. We are currently
evaluating both the timing and the impact of the pending adoption of the ASU on our consolidated financial statements and we dont expect it to have a material impact.

In June 2009, the FASB issued ASU No. 2009-01 (formerly Statement No. 168), The FASB Accounting Standards Codification
and Hierarchy of Generally Accepted Accounting Principles(ASC or Codification). The Codification is the single source of authoritative U.S. generally accepted accounting principles (GAAP)
recognized by the FASB to be applied to nongovernmental entities. Rules and interpretive releases of the SEC under federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification does not change current GAAP, but
is intended to simplify user access to all authoritative GAAP by providing all the authoritative literature related to a particular topic in one place. All existing accounting standard documents are superseded and all other accounting literature not
included in the Codification is considered nonauthoritative. The Codification is effective for interim and annual reporting periods ending after September 15, 2009. We have made the appropriate changes to GAAP references in our financial
statements.

In May 2009, the FASB issued ASC 855 (formerly Statement No. 165), Subsequent Events, which
establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. ASC 855 is effective for interim or annual financial
periods ending after June 15, 2009. In February of 2010, the FASB issued ASU 2010-09, Subsequent Events (Topic 855), Amendments to Certain Recognition and Disclosure Requirements.This amendment to Topic 855 eliminates the requirement
that an SEC filer disclose the date through which subsequent events have been evaluated in both issued and revised financial statements. The ASU does not change the requirement that SEC filers evaluate subsequent events through the date the
financial statements are issued. We adopted the provisions of ASC 855 in the second quarter of fiscal 2009.

In June 2008, the
FASB issued Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities (formerly EITF 03-6-1), that was incorporated into topic ASC 260, Earnings per Share, of the Codification.
This guidance clarifies that unvested share-based payment awards with a



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##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



right to receive nonforfeitable dividends are participating securities. ASC 260 also provides guidance on how to allocate earnings to participating securities and compute earnings per share using
the two-class method. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim financial periods within those years. The Company adopted this accounting guidance effective with
the first quarter of 2009. All prior period earnings per share data presented have been adjusted retrospectively, as applicable, to conform with the provisions of ASC 260.

In December 2007, the FASB issued ASC 805 (formerly Statement No. 141R), Business Combinations. ASC 805 requires the acquiring
entity in a business combination to recognize all the assets acquired and liabilities assumed in the transaction at fair value as of the acquisition date. ASC 805 is effective for business combinations for which the acquisition date is on or after
the beginning of the first annual reporting period beginning on or after December 15, 2008. We have adopted the provisions of ASC 805 during the 2009 fiscal year.

2. Net (Loss) Income Per Share

Basic net (loss) income per common
share is computed using the weighted-average number of shares of common stock outstanding during the year, less shares subject to repurchase. Diluted earnings per common share also gives effect, as applicable, to the potential dilutive effect of
outstanding stock options, using the treasury stock method, and convertible securities, using the if converted method, as of the beginning of the period presented or the original issuance date, if later.

The following table presents the calculation of basic and diluted net (loss) income per common share (in thousands, except per share data):



|                                                                                              |  |                          |        |   |      |   |         |      |  |   |        |  
|--------------------------------------------------------------------------------------------- |  | ------------------------ | ------ | - | ---- | - | ------- | ---- |  | - | ------ | -
|                                                                                              |  | Years Ended December 31, |       
|                                                                                              |  | 2009                     |        |   | 2008 |   |         | 2007 | 
|Net (loss) income                                                                             |  | $                        | (8,316 | ) |      | $ | (30,607 | )    |  | $ | 1,504  |  
|                                                                                              |  |                          |        |   |      |   |         |      |  |   |        |  
|Weighted-average common shares of common stock outstanding  basic                            |  |                          | 19,345 |   |      |   | 19,333  |      |  |   | 17,569 |  
|Plus: Outstanding dilutive options, warrants and unvested restricted stock awards outstanding |  |                          |       |   |      |   |        |      |  |   | 2,675  |  
|Less: weighted-average shares subject to repurchase                                           |  |                          |       |   |      |   |        |      |  |   | (1,362 | )
|                                                                                              |  |                          |        |   |      |   |         |      |  |   |        |  
|Weighted-average shares used to compute diluted net loss per share                            |  |                          | 19,345 |   |      |   | 19,333  |      |  |   | 18,882 |  
|                                                                                              |  |                          |        |   |      |   |         |      |  |   |        |  
|Basic net (loss) income per share                                                             |  | $                        | (0.43  | ) |      | $ | (1.58   | )    |  | $ | 0.09   |  
|                                                                                              |  |                          |        |   |      |   |         |      |  |   |        |  
|Diluted net (loss) income per share                                                           |  | $                        | (0.43  | ) |      | $ | (1.58   | )    |  | $ | 0.08   |  
|                                                                                              |  |                          |        |   |      |   |         |      |  |   |        |  

For the years ended December 31, 2009, 2008 and 2007, the Company excluded certain options and warrants
from the calculation of basic and diluted earnings per share because these securities were antidilutive. For the year ended December 31, 2009, the Company excluded all 4.2 million options, warrants and unvested restricted share awards from
the calculation of basic and diluted net loss per share because these securities were antidilutive. For the year ended December 31, 2008, the Company excluded all 4.6 million options, warrants and unvested restricted share awards from the
calculation of basic and diluted net loss per share because these securities were antidilutive. In 2007, the Company excluded approximately 368,000 options and warrants since the exercise price of these options and warrants were greater than the
average price of the Companys common stock during these periods.



67



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##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



3. Balance Sheet Components (in thousands)



|                                                |  |                      |  |              |         |   |      |   |         |  
|----------------------------------------------- |  | -------------------- |  | ------------ | ------- | - | ---- | - | ------- | -
|                                                |  |                      |  | December 31, |        
|                                                |  |                      |  | 2009         |         |   | 2008 |  
|Prepaid expenses and other current assets:      |  |                      |  |              |         |   |      |   |         |  
|Prepaid insurance                               |  |                      |  | $            | 218     |   |      | $ | 321     |  
|Prepaid support and maintenance contracts       |  |                      |  |              | 675     |   |      |   | 564     |  
|Deferred commission expense                     |  |                      |  |              | 208     |   |      |   | 503     |  
|Other prepaid expenses and other current assets |  |                      |  |              | 794     |   |      |   | 704     |  
|                                                |  |                      |  |              |         |   |      |   |         |  
|                                                |  |                      |  | $            | 1,895   |   |      | $ | 2,092   |  
|                                                |  |                      |  |              |         |   |      |   |         |  
|                                                |  |                     
|                                                |  |                      |  | December 31, |        
|                                                |  |                      |  | 2009         |         |   | 2008 |  
|Property and equipment:                         |  |                      |  |              |         |   |      |   |         |  
|                                                |  | Estimated UsefulLife |  |              |         |   |      |  
|Computer equipment                              |  | 3 years              |  | $            | 9,420   |   |      | $ | 9,878   |  
|Capitalized software and development            |  | 2-5 years            |  |              | 10,568  |   |      |   | 14,868  |  
|Furniture and fixtures                          |  | 5 years              |  |              | 714     |   |      |   | 1,086   |  
|Leasehold improvements                          |  | Lease term           |  |              | 1,171   |   |      |   | 1,360   |  
|                                                |  |                      |  |              |         |   |      |   |         |  
|                                                |  |                      |  |              | 21,873  |   |      |   | 27,192  |  
|Accumulated depreciation and amortization       |  |                      |  |              | (15,282 | ) |      |   | (17,248 | )
|Construction in process (1)                     |  |                      |  |              | 361     |   |      |   | 278     |  
|                                                |  |                      |  |              |         |   |      |   |         |  
|Property and equipment, net                     |  |                      |  | $            | 6,952   |   |      | $ | 10,222  |  
|                                                |  |                      |  |              |         |   |      |   |         |  



|(1) | Construction in process at December 31, 2009, consists primarily of costs incurred to further develop and enhance the Companys eCommerce platform. Estimated
costs to complete these projects are in the range of $900,000 to $1.2 million, subject to future revisions.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                 |  |                      |      |              |        |      |  |   |        |  
|------------------------------------------------ |  | -------------------- | ---- | ------------ | ------ | ---- |  | - | ------ | -
|                                                 |  | Estimated UsefulLife |      | December 31, |       
|                                                 |  |                      | 2009 |              |        | 2008 | 
|Intangible assets:                               |  |                      |      |              |        |      |  |   |        |  
|Developed technology (2)                         |  | 3-5 years            |      | $            | 1,250  |      |  | $ | 920    |  
|Customer relations                               |  | 2-5 years            |      |              | 2,790  |      |  |   | 2,790  |  
|Database                                         |  | 5 years              |      |              | 147    |      |  |   | 147    |  
|                                                 |  |                      |      |              |        |      |  |   |        |  
|                                                 |  |                      |      |              | 4,187  |      |  |   | 3,857  |  
|Accumulated amortization                         |  |                      |      |              | (3,297 | )    |  |   | (2,246 | )
|                                                 |  |                      |      |              |        |      |  |   |        |  
|Intangibles and indefinite life intangibles, net |  |                      |      | $            | 890    |      |  | $ | 1,611  |  
|                                                 |  |                      |      |              |        |      |  |   |        |  



|(2) | In the 4thquarter of 2009, we acquired $330,000 in developed technology intangible assets with the acquisition of Grow Commerce.
|--- | --------------------------------------------------------------------------------------------------------------------------------



68



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##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Future amortization of intangible assets at December 31, 2009 is as follows:



|                          |  |                        |    
|------------------------- |  | ---------------------- | ---
|                          |  | IntangibleAmortization
|2010                      |  | $                      | 529
|2011                      |  |                        | 259
|2012                      |  |                        | 102
|                          |  |                        |    
|Total future amortization |  | $                      | 890
|                          |  |                        |    

The customer relations intangible is being amortized
on an accelerated basis to match the estimated future cash flows generated from this intangible asset. Developed technology and database are being amortized using a straight-line method.

The value of our intangibles is based on allocations of the purchase price of assets included in our acquisitions (Note 5). For
developed technology, the allocation was based on the estimated cost to reproduce the technology as well as market comparisons for similar purchases. For customer relations, we estimated the cash flows associated with the excess earnings the
contacts would generate and allocated the present value of those earnings to the asset. For the database, we estimated the relief from royalties that we would have had to otherwise pay to use these assets and allocated the present value of
those payments to the assets. See Note 5 for a discussion of discount rates used.

The following table reflects the
activity in our accounting for goodwill for the years ended December 31, 2008 and 2009:



|                             |  |              |        |   |               |   |      |                   |  |             |     |            |   |       |              |   |        |              |  |       |        |   |  |   |     |  |   |         |  
|---------------------------- |  | ------------ | ------ | - | ------------- | - | ---- | ----------------- |  | ----------- | --- | ---------- | - | ----- | ------------ | - | ------ | ------------ |  | ----- | ------ | - |  | - | --- |  | - | ------- | -
|                             |  | SunsetDirect |        |   | LaunchProject |   |      | BusinessTelemetry |  | ViewCentral |     | CASSystems |   |       | Qinteraction |   |        | GrowCommerce |  | Total |       
|Balance at December 31, 2007 |  |              | 3,223  |   |               |   | 258  |                   |  | $           | 658 |            | $ | 2,849 |              | $ | 1,918  |              |  | $     | 5,633  |   |  | $ |    |  | $ | 14,539  |  
|Purchase price adjustments   |  |              |       |   |               |   |     |                   |  |             |    |            |   |      |              |   | 1,000  |              |  |       |       |   |  |   |    |  |   | 1,000   |  
|Foreign currency adjustments |  |              |       |   |               |   |     |                   |  |             |    |            |   |      |              |   | (242   | )            |  |       | (246   | ) |  |   |    |  |   | (488    | )
|Write-off of goodwill (3)    |  |              | (3,223 | ) |               |   | (258 | )                 |  |             |    |            |   |      |              |   | (2,676 | )            |  |       | (5,387 | ) |  |   |    |  |   | (11,544 | )
|                             |  |              |        |   |               |   |      |                   |  |             |     |            |   |       |              |   |        |              |  |       |        |   |  |   |     |  |   |         |  
|Balance at December 31, 2008 |  |              |       |   |               |   |     |                   |  |             | 658 |            |   | 2,849 |              |   |       |              |  |       |       |   |  |   |    |  |   | 3,507   |  
|Acquisition of Grow Commerce |  |              |       |   |               |   |     |                   |  |             |    |            |   |      |              |   |       |              |  |       |       |   |  |   | 270 |  |   | 270     |  
|                             |  |              |        |   |               |   |      |                   |  |             |     |            |   |       |              |   |        |              |  |       |        |   |  |   |     |  |   |         |  
|Balance at December 31, 2009 |  | $            |       |   |               | $ |     |                   |  | $           | 658 |            | $ | 2,849 |              | $ |       |              |  | $     |       |   |  | $ | 270 |  | $ | 3,777   |  
|                             |  |              |        |   |               |   |      |                   |  |             |     |            |   |       |              |   |        |              |  |       |        |   |  |   |     |  |   |         |  



|(3) | In 2008, we performed our annual goodwill impairment evaluation required under FASB ASC 350-20-35, Intangibles  Goodwill and Other-Subsequent
Measurement, and concluded that goodwill was impaired along with our other intangible assets under FASB ASC 360-10-35, Property, Plant and Equipment-Subsequent Measurement. The impairment was a result of our market capitalization
declining significantly with the price of our stock, declining sales, depressed market conditions, deteriorating industry trends, and a significant downward revision of our forecasts. The ultimate result of the impairment evaluation was a charge in
the 4thquarter of $11.5 million to write off the entire
amount of goodwill on two of our reporting units (Lead Development and Rainmaker Asia) and a charge of approximately $2.2 million to write off a majority of the other intangible assets on these same two reporting units. Our goodwill and intangible
assets were primarily established in purchase accounting at the completion of the Sunset Direct, View Central, CAS Systems, and Qinteraction acquisitions.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The projected discounted cash flows for our three reporting units (Contract Sales, Lead Development, and Rainmaker Asia) were based on
discrete three-year financial forecasts developed by management for



69



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##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



planning purposes. Cash flows beyond the discrete forecasts through 2016 were estimated based on both the reporting units respective historical performance and comparison to comparable
public companies. The annual sales growth rates ranged from negative 7% to positive 16% during the discrete forecast period. These forecasts represent the best estimate that our management had at the time and believe to be reasonable. The terminal
value of our reporting units was determined using the Gordon Growth Model, which applied a long-term revenue growth rate of 3%. The terminal value represents the value of our reporting units at the end of the discrete forecast period. The
future cash flows and terminal value were discounted to present value using a discount rate range of 18%20%. The discount rate was based on an analysis of the weighted average cost of capital of our reporting units.

ASC 350-20-35 provides for a two-step approach to determining whether and by how much goodwill has been impaired. The first step requires a
comparison of the fair value of the reporting unit to its net book value. If the fair value is greater, then no impairment is deemed to have occurred. If the fair value is less, then the second step must be performed to determine the amount, if any,
of actual impairment. Step 1 of the impairment analysis determined that the carrying value of our Lead Development and Rainmaker Asia reporting units, subsequent to the impairment of our other finite-lived amortizable intangible assets noted above,
was greater than their fair value, and that the goodwill relating to these reporting units was impaired. Upon completion of Step 2 of the analysis, we recorded a goodwill impairment charge of approximately $6.1 million on the Lead Development
reporting unit and approximately $5.4 million on the Rainmaker Asia reporting unit, representing the entire balance of goodwill at these reporting units. The impairment evaluations for goodwill and other intangible assets included reasonable and
supportable assumptions and were based on estimates of projected future cash flows.

In the 4thquarter of 2009, we performed our annual goodwill impairment
evaluation and concluded that our remaining net book value of goodwill was less than the fair value and that goodwill was not impaired.



|                                  |  |              |       |      |   |      
|--------------------------------- |  | ------------ | ----- | ---- | - | -----
|                                  |  | December 31,
|                                  |  | 2009         |       | 2008
|Other long-term assets:           |  |              |       |      |   |      
|Deposits                          |  | $            | 313   |      | $ | 314  
|Note Receivable  Market2Lead (4) |  |              | 1,250 |      |   | 1,250
|Investment in Market2Lead (4)     |  |              | 740   |      |   | 740  
|Other                             |  |              | 106   |      |   | 168  
|                                  |  |              |       |      |   |      
|Other long-term assets            |  | $            | 2,409 |      | $ | 2,472
|                                  |  |              |       |      |   |      



|(4) | In October 2007, we provided $2.5 million in growth capital to this privately-held company. The transaction was structured as a $1.25 million
convertible loan and a $1.25 million term loan secured by substantially all of the assets of the privately-held company including intellectual property. We also received a warrant as a part of this transaction to purchase approximately 411,000
shares of common stock of the privately-held company. In October 2008, the convertible debt automatically converted to 619,104 shares of Series A Preferred stock of the privately-held company. Because the private equity investment represents less
than 20% in the investee company, and because the Company does not have any significant influence on the investee company, the investments are accounted for in accordance with the cost method. During the fourth quarter of 2008, we assessed our
investment for impairment as we observed that there were indicators of impairment. In the 4thquarter of 2008, we took an impairment charge in other expense of approximately $749,000 which represented a write-off of the remaining carrying value of the warrant of $239,000 and a write-down of the
carrying value of the investment in Series A Preferred stock of the privately-held company of $510,000 in order to write-down these assets to their respective fair values. It is possible that the factors evaluated by management and fair values will
change in subsequent periods, resulting in material
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



| | impairment charges in future periods. Based on our review of this investement during the fourth quarter of 2009, there was no additional impairment of the investment during 2009.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4. Capital Leases, Financing Agreements, Financing Obligations and Guarantees

Capital Leases

In
March 2008, we entered into a 3-year software licensing agreement with Microsoft GP. In accordance with the terms of the agreement, we will pay three annual installments of approximately $254,000 beginning in April 2008 for the licensing rights to
use certain Microsoft software. The present value of the future lease payments is included as a liability on the balance sheet as a current lease obligation as of December 31, 2009. The effective annual interest rate on the capital lease
obligation is estimated to be 6.25%.

Financing Agreements

Notes payable consists of the following at December 31, 2009 and 2008 (in thousands):



|                                                     |  |      |        |   |      |   |        |  
|---------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                                                     |  | 2009 |        |   | 2008 |  
|Notes Payable  CAS Systems                          |  | $    | 666    |   |      | $ | 1,333  |  
|Revolving Credit Facility (Equipment Sub-facility A) |  |      | 1,941  |   |      |   | 3,000  |  
|                                                     |  |      |        |   |      |   |        |  
|Total Notes Payable                                  |  |      | 2,607  |   |      |   | 4,333  |  
|Less: Current Portion                                |  |      | (1,350 | ) |      |   | (1,725 | )
|                                                     |  |      |        |   |      |   |        |  
|Total Notes Payable, less current portion            |  | $    | 1,257  |   |      | $ | 2,608  |  
|                                                     |  |      |        |   |      |   |        |  

In October 2008, we executed further amendments to our secured revolving line of credit (the Revolving
Credit Facility) with Bridge Bank. The amendments extended the maturity date of the Revolving Credit Facility from October 10, 2008 to October 10, 2009 and increased the maximum amount of revolving credit available from $4,000,000 to
$6,000,000, with a $1,000,000 sub-facility for standby letters of credit and a new $3,000,000 sub-facility for the purpose of purchasing new equipment until December 31, 2008. Advances under the equipment finance sub-facility are being repaid
in equal monthly installments that commenced in January 2009 and continue through October 2011. On December 3, 2009, we executed a further amendment to Revolving Credit Facility. The amendment extends the maturity date of the Revolving Credit
Facility from October 10, 2009 to October 10, 2010. The maximum amount of revolving credit available to the company remains at $6,000,000, with a $1,000,000 existing sub-facility for standby letters of credit, $1,941,000 outstanding under
the equipment finance sub-facility, and a new $1,700,000 term loan line which can be used for any borrowings until March 10, 2010. The interest rate per annum for revolving advances under the Revolving Credit Facility is equal to the greater of
(i) 3.5%, or (ii) one quarter of one percent (0.25%) above the prime lending rate, currently at 4.5%. The interest rate per annum for advances under the equipment finance sub-facility and the term loan line is equal to a fixed rate of
6.0%. Advances under the equipment finance sub-facility are being repaid in equal monthly installments of approximately $88,000 through October 2011. As of December 31, 2009, the company had $1,941,000 outstanding under the equipment finance
sub-facility and had one undrawn letter of credit outstanding under the Revolving Credit Facility in the aggregate face amount of $100,000. If any advances are made under the term loan line, all existing equipment sub-facility advances together with
all term loan advances outstanding on March 31, 2010 will be re-amortized, and shall be payable in thirty six (36) equal monthly installments of principal, plus all accrued interest, beginning on April 10, 2010, and continuing on the
same day of each month thereafter through March 31, 2013, at which time all amounts owed, if any, shall be immediately due and payable. On January 29, 2010, we borrowed the $1.7 million available from the term loan line of the Revoloving
Credit Facility. In accordance with the terms of the Revolving Credit Facility, we have re-amortized



71



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##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



the payment of the $1,941,000 outstanding under the equipment finance sub-facility effective as of March 31, 2010, to be payable in thirty six equal monthly installments and have adjusted
the current and long-term portion of this debt on the balance sheet and have also adjusted the future debt maturity schedule below.

The amended Revolving Credit Facility is secured by substantially all of Rainmakers consolidated assets including intellectual property. Rainmaker must comply with certain financial covenants, including not incurring a quarterly
non-GAAP profit or loss negatively exceeding by more than 10% the amount of the non-GAAP profit or loss recited in the companys operating plan approved by Bridge Bank and maintaining unrestricted cash with Bridge Bank equal to the greater of
$2.0 million or the principal amount of the indebtedness from time to time outstanding with Bridge Bank. The Revolving Credit Facility contains customary covenants that will, subject to limited exceptions, limit our ability to, among other things,
(i) create liens; (ii) make capital expenditures; (iii) pay cash dividends; and (iv) merge or consolidate with another company. The Revolving Credit Facility also provides for customary events of default, including nonpayment,
breach of covenants, payment defaults of other indebtedness, and certain events of bankruptcy, insolvency and reorganization that may result in acceleration of outstanding amounts under the Revolving Credit Facility. For the six months ended
June 30, 2009, we did not meet the performance to plan financial covenant as our year to date net loss exceeded by 10% the amount of loss in our operating plan approved by Bridge Bank primarily due to our first quarters results of
operations. We received a waiver from Bridge Bank for the violation of this covenant for the six months ended June 30, 2009. For the nine months ended September 30, 2009, and the twelve months ended December 31, 2009, we met this
performance to plan financial covenant. At December 31, 2009, we were in compliance with all other loan covenants. We had originally entered into this Revolving Credit Facility with our lender in April 2004.

In January 2007, we acquired the assets of CAS Systems. In connection with our acquisition, Rainmaker and its Canadian subsidiary issued
notes payable in the amounts of $1.4 million and $600,000, respectively. The two notes are payable in three consecutive annual installments of approximately $466,000 and $200,000, respectively, each, commencing on January 25, 2008, with
subsequent installments payable on the anniversary date in 2009 and 2010. The notes bear interest at a fixed rate of 5.36% per annum which is payable at the end of each calendar quarter. The final payment of approximately $666,000 plus accrued
interest was paid in January 2010.

In July 2005, we issued an Irrevocable Standby Letter of Credit in the amount of $100,000
to our landlord for a security deposit for our new corporate headquarters located in Campbell, California. In 2004, we issued Irrevocable Standby Letters of Credit to two of our clients. The letters of credit were issued in the amount of $325,000 as
a guarantee for service contracts sold by us on behalf of our clients and expired in September 2007. The letters of credit were issued under the Revolving Credit Facility described above. As of December 31, 2009, no amounts have been drawn
against the letters of credit.

Future debt maturities at December 31, 2009 are as follows (in thousands):



|                                     |  |   |      
|------------------------------------ |  | - | -----
|Fiscal year ending December 31, 2010 |  | $ | 1,350
|Fiscal year ending December 31, 2011 |  |   | 559  
|Fiscal year ending December 31, 2012 |  |   | 559  
|Fiscal year ending December 31, 2013 |  |   | 139  
|                                     |  |   |      
|Total                                |  | $ | 2,607
|                                     |  |   |      



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##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Guarantees

From time to time, we enter into certain types of contracts that contingently require us to indemnify parties against third party claims. These obligations primarily relate to certain agreements with our
officers, directors and employees, under which we may be required to indemnify such persons for liabilities arising out of their employment relationship. The terms of such obligations vary. Generally, a maximum obligation is not explicitly stated.
Because the obligated amounts of these types of agreements often are not explicitly stated, the overall maximum amount of the obligations cannot be reasonably estimated. Historically, we have not been obligated to make any payments for these
obligations, and no liabilities have been recorded for these obligations on our balance sheets as of December 31, 2009 and 2008.

Restricted Cash

Restricted cash is comprised of cash receipts inadvertently remitted to the Company for
goods and services sold by our clients.

5. Acquisitions

Grow Commerce

On October 5, 2009, we entered into and closed
an Asset Purchase Agreement (the Agreement) with Grow Commerce, Inc., a California corporation. Grow Commerce was engaged in the business of providing e-commerce solutions to business customers and had developed certain technology that
we plan to integrate into our technology platform to advance our eCommerce strategy during the 2010 fiscal year and future years. Under the terms of the Agreement, we purchased certain software products, customer contracts, vendor and other
contracts, and all intellectual property rights of Grow Commerce for $600,000. A cash payment of $510,000 was made at closing and $90,000 was withheld as a reserve for the purposes of securing indemnity obligations under the agreement. The reserve
will be released at the end of the twelve-month period following the acquisition, subject to potential offsets and post-closing conditions.

Our acquisition of Grow Commerce has been accounted for as a business combination under ASC 805 Business Combinations. A portion of the purchase price was allocated to Grow Commerces net
identifiable intangible assets based on their estimated fair values. The excess of the purchase price over the net identifiable intangible assets was recorded as goodwill. The total purchase price was allocated as follows (in thousands):



|                                |  |   |    
|------------------------------- |  | - | ---
|Developed Technology            |  | $ | 330
|Goodwill                        |  |   | 270
|                                |  |   |    
|Total purchase price allocation |  | $ | 600
|                                |  |   |    

Amortization of the intangible assets is calculated
using the straight-line method for the developed technology over an estimated useful life of three years. To determine the fair value of developed technology, we estimated the future cash flows associated with the excess earnings the technology
would generate and allocated the present value of those earnings to the asset using a discount rate of approximately 20%.

No
pro forma information is presented for the Grow Commerce acquisition since the effect of this acquisition on the results of operations was deemed insignificant.



73



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##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Qinteraction Limited

On July 19, 2007, we entered into and closed a Stock Purchase Agreement (the Purchase Agreement) with the shareholders of
Qinteraction Limited (Qinteraction), a Cayman Islands company, and James F. Bere, Jr. as representative of the shareholders. Qinteraction operates an offshore call center located in Manila, Philippines that provides a variety of business
solutions including inbound sales and order-taking, inbound customer care, outbound telemarketing and lead generation, logistics support, and back-office processing. The results of Qinteractions operations have been included in our
consolidated financial statements since the acquisition date. Under the terms of the Purchase Agreement, in exchange for all the outstanding shares of Qinteraction, Rainmaker paid at closing a total of $11.8 million, consisting of $7.0 million in
cash and $4.8 million in Rainmaker common stock representing 559,284 shares based on the average closing stock price for the 5 days surrounding the announcement of the closing. The agreement also provided for a potential additional payment at the
end of twelve months following the closing, based on the achievement of certain financial milestones for the 12-month period ending June 30, 2008, ranging from no additional payment up to a maximum of $4.5 million in cash and $3.5 million in
Rainmaker common stock, subject to potential offset and post-closing conditions. Based upon the financial milestone measurement, the Company determined that no contingent payment has been earned. Accordingly, no additional purchase price has been
recorded.

Our acquisition of Qinteraction was accounted for as a business combination. Assets acquired and liabilities
assumed from Qinteraction were recorded at their estimated fair values as of July 19, 2007. The total purchase price was approximately $12.5 million as follows:



|                                                     |  |   |       
|---------------------------------------------------- |  | - | ------
|Issuance of 559,284 shares of Rainmaker common stock |  | $ | 4,817 
|Cash payment for acquisition of Qinteraction         |  |   | 7,000 
|Acquisition related transaction costs                |  |   | 726   
|                                                     |  |   |       
|Total purchase price                                 |  | $ | 12,543
|                                                     |  |   |       

Using the purchase method of accounting, the total
purchase price was allocated to Qinteractions net tangible and identifiable intangible assets based on their estimated fair values. The excess of the purchase price over the net tangible and identifiable intangible assets was recorded as
goodwill, which will be amortized over 15 years for tax purposes. Using the estimated future discounted cash flows from the assets acquired, management performed a valuation and the total purchase price was allocated as follows (in thousands):



|                                |  |   |        |  
|------------------------------- |  | - | ------ | -
|Cash                            |  | $ | 203    |  
|Identified tangible assets      |  |   | 4,414  |  
|Customer relationships          |  |   | 3,310  |  
|Goodwill                        |  |   | 5,751  |  
|Liabilities assumed             |  |   | (1,135 | )
|                                |  |   |        |  
|Total purchase price allocation |  | $ | 12,543 |  
|                                |  |   |        |  

Amortization of the customer relationships intangible asset is calculated using an accelerated method that
is based on the estimated future cash flows for the relationships. The estimated useful life of the customer relationships acquired is five years. We estimated the cash flows associated with the excess earnings the customers would generate and
allocated the present value of those earnings to the asset. We used a discount rate of 22.0%.



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##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



On October 17, 2007, Rainmaker filed a registration statement with the Securities
and Exchange Commission with respect to the shares issued to Qinteractions shareholders that became effective November 7, 2007. Such shares were initially subject to a contractual prohibition of sale with shares available for sale from
closing as follows: 241,890 shares were initially not available for public sale for 6 months from the acquisition date and became available for public sale in January 2008, 241,891 shares were initially not available for public sale for one year
from the acquisition date and became available for sale in July 2008. In addition, 75,503 of the shares of the common stock consideration have been placed in escrow to secure certain customary indemnity obligations under the Purchase Agreement.
Two-thirds of the escrow was scheduled to be released after 12 months from closing and the remaining one-third was scheduled for release after 15 months from closing. The release of such shares from escrow is subject to post-closing conditions,
potential adjustments and offsets. No shares have been released from escrow as the Company has filed a claim against the escrow that has not been settled.

No pro forma presentation is required for Qinteraction as they were included in the Companys operations for all of 2008 and 2009.

CAS Systems Asset Purchase

On January 25, 2007, we and our
wholly-owned subsidiary, Rainmaker Systems (Canada) Inc., a Canadian federal corporation, simultaneously entered into and closed two Asset Purchase Agreements (the Purchase Agreements) with CAS Systems, Inc., a California corporation, 3079028 Nova
Scotia Company, its wholly-owned Canadian subsidiary (collectively CAS) and Barry Hanson, as representative of the shareholders of CAS. The results of CASs operations have been included in our consolidated financial statements
since that date. Under the terms of the Purchase Agreements, in exchange for substantially all of the assets of CAS and its Canadian subsidiary, Rainmaker paid a total of $2 million at closing, and paid an additional $2 million over three years plus
interest at a fixed rate of 5.36% per annum. The Purchase Agreements also provided for a potential additional payment of $1 million contingent on attaining certain performance metrics at the end of the 12 months following the acquisition,
subject to adjustment. The performance metrics were achieved, therefore the payment of $1 million was made by the Company in January 2008 and is included as additional purchase price and an addition to goodwill during 2008.

Our acquisition of CAS was accounted for as a business combination. Assets acquired and liabilities assumed from CAS were recorded at their
estimated fair values as of January 25, 2007. The total purchase price (including the additional payment for the achieved performance metrics in 2008) was $5.3 million as follows (in thousands):



|                                                    |  |   |      
|--------------------------------------------------- |  | - | -----
|Cash payment for acquisition of CAS                 |  | $ | 2,000
|Notes Payable for acquisition of CAS                |  |   | 2,000
|Additional payment for performance metrics achieved |  |   | 1,000
|Acquisition related transaction costs               |  |   | 297  
|                                                    |  |   |      
|Total purchase price                                |  | $ | 5,297
|                                                    |  |   |      



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##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Using the purchase method of accounting, the total purchase price was allocated to
CASs net tangible and identifiable intangible assets based on their estimated fair values. The excess of the purchase price over the net tangible and identifiable intangible assets was recorded as goodwill, which will be amortized over 15
years for tax purposes. Using the estimated future discounted cash flows from the assets acquired, management performed a valuation and the total purchase price was allocated as follows (in thousands):



|                                |  |   |       |  
|------------------------------- |  | - | ----- | -
|Cash                            |  | $ | 490   |  
|Identified tangible assets      |  |   | 1,387 |  
|Developed technology            |  |   | 100   |  
|Customer relationships          |  |   | 1,100 |  
|Goodwill                        |  |   | 2,710 |  
|Liabilities assumed             |  |   | (320  | )
|Deferred revenue assumed (1)    |  |   | (170  | )
|                                |  |   |       |  
|Total purchase price allocation |  | $ | 5,297 |  
|                                |  |   |       |  



|(1) | We reduced the carrying value of the deferred revenue by 13.6%, which represents the reduction from carrying value to fair value for the legal performance obligation
assumed from CAS.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Amortization of the intangible assets is calculated using an accelerated method for customer
relationships that is based on the estimated future cash flows for the relationship, and the straight-line method for the developed technology. The estimated useful life of the amortizable intangible assets acquired is four years for customer
relationships and two years for the developed technology. For developed technology and customer relations, we estimated the cash flows associated with the excess earnings the technology and contacts would generate and allocated the present value of
those earnings to the asset. We used a discount rate of 23.5%.

No pro forma information is required for CAS Systems
since they were included in the Companys operations for all of 2008 and 2009.

6. Commitments

As of December 31, 2009, our off-balance sheet arrangements include operating leases for our facilities that expire at various dates
through 2013, including the lease for the Companys corporate headquarters in Campbell, California, the lease for our operations in Austin, Texas, Montreal, Canada, and London, England, and leases assumed in connection with the acquisition of
Qinteraction Limited during 2007. All of these leases are described in detail below. These arrangements allow us to obtain the use of the facilities without purchasing them. If we were to acquire these assets, we would be required to obtain
financing and record a liability related to the financing of these assets. Leasing these assets under operating leases allows us to use these assets for our business while minimizing the obligations and up front cash flow related to purchasing the
assets.

Our headquarters is located in one building in Campbell, California. In October 2009, we executed a second amendment
to the operating lease for our corporate headquarters in Campbell, California to reduce our lease cost. Under this amendment, we have reduced the amount of space that we lease by 6,719 square feet to 16,430 square feet starting October 1, 2009,
and reduced our lease cost per square foot by approximately 18%. We obtained a first right of refusal to the reduced space (6,719 square feet). The lease term originally began on November 1, 2005 and, after the first amendment, was set to end
on January 31, 2010. Under this second amendment, the lease will expire on January 31, 2013. Annual gross rent under the amended lease increases from approximately $227,000 in the first year of the lease which ends September 30, 2010,
and the base rent will increase by approximately 5% each year thereafter for the remaining term expiring January 31, 2013. In addition, we will



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RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



continue to pay our proportionate share of operating costs, maintenance on some of the common areas and taxes based on our occupancy. The original letter of credit issued to the landlord in the
amount of $100,000 for a security deposit will remain in place.

In Austin, Texas we signed a new lease for approximately
21,388 square feet of space that commenced on June 16, 2009 for a term of 18.5 months through December 31, 2010. Annual rent in the new facility will approximate $205,000, or $17,000 monthly. Additionally, we will pay our proportionate
share of maintenance on some of the common areas in the business park.

As a result of our acquisition of CAS Systems in
January 2007, we acquired leased facilities near Montreal, Canada, where we occupied approximately 18,426 square feet of space covered by leases that were scheduled to expire on December 31, 2007. Additionally, we acquired leased facilities in
Oakland, California where we occupied approximately 10,039 square feet of space covered by a lease that was due to expire on May 19, 2011. We renewed the Canada leases as of January 1, 2008 for a 2-year term with options for subsequent
continuance. The provisions of the lease renewals in Canada specified that either party can terminate the lease for any reason by giving the other party at least 120 days prior written notice. In 2008, the Company decided to terminate the current
lease in Canada and provided the landlord the specified 120 day notice as of October 1, 2008 in accordance with the lease agreement. On September 24, 2008, we entered into a new agreement to lease approximately 20,000 square feet of space
and have moved our current Canadian operations to this new location which is closer to Montreal and provides more access to employees allowing for more growth. The lease has a minimum term of 3 years and commenced on January 1, 2009. Annual
gross rent is $400,000 Canadian dollars for the initial 3 year term. Based on the exchange rate at December 31, 2009, annual rent will approximate $381,000 in US dollars. Additionally, Rainmaker will be responsible for its proportionate share
of utilities, taxes and other common area maintenance charges during the lease term.

With our acquisition of Qinteraction, we
assumed existing lease obligations at their Manila, Philippines offices. We assumed 2 office space leases and a parking lease. During 2008 and 2009, we amended and then terminated our lease in the Pacific Star building and we currently do not occupy
any space in this building. We currently occupy approximately 40,280 square feet on 3 floors in the BPI building in Manila. Our current lease for this space commenced on April 1, 2008, has a 5 year term and terminates on March 31, 2013.
Based on the exchange rate as of December 31, 2009, our annual base rent will escalate from approximately $555,000 for the twelve months ended December 31, 2010 to $643,000 for the 2012 calendar year, the final full year of the lease that
ends in March 2013. Our parking lease began in March 2006, has a 5 year term and terminates in March 2011. Based on the exchange rate as of December 31, 2009, our annual base rent on this lease is approximately $7,000.

With the establishment of our Rainmaker Europe subsidiary in 2009, we signed a short-term office services agreement for shared office space
in London, England. Rainmaker renewed the office services agreement and plans to continue renewing this agreement on a month-to-month basis through March 2010. Monthly base rental is approximately $15,000 based on the exchange rate as of
December 31, 2009. With our acquisition of Optima Consulting Partners Limited in January 2010, we plan to consolidate our operations in the United Kingdom in Optimas office and we do not plan to continue with this lease in London
effective March 31, 2010. The Optima leases assumed with the acquisition are not included in the future minimum payments table below.



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##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Future minimum payments under our non-cancelable operating leases at December 31,
2009 are as follows (in thousands):



|                       |  |   |      
|---------------------- |  | - | -----
|2010                   |  | $ | 1,422
|2011                   |  |   | 1,220
|2012                   |  |   | 896  
|2013                   |  |   | 185  
|                       |  |   |      
|Total minimum payments |  | $ | 3,723
|                       |  |   |      

Rent expense, net of sub-lease income, under operating
lease agreements during the years ended December 31, 2009, 2008 and 2007 was $1,817,000, $2,485,000, and $2,142,000, respectively. The 2009 rent expense was net of approximately $56,000 in sublease revenue from our Austin property. The 2008
rent expense included approximately $227,000 as a result of the recording of the estimated rent expense related to the Oakland office closure, and was net of approximately $125,000 in sublease revenue from our Austin property.

7. Income Taxes

The
components of income (loss) before income taxes are as follows (in thousands):



|              |  |                          |        |   |      |   |         |      |  |   |      
|------------- |  | ------------------------ | ------ | - | ---- | - | ------- | ---- |  | - | -----
|              |  | Years Ended December 31,
|              |  | 2009                     |        |   | 2008 |   |         | 2007
|United States |  | $                        | (7,131 | ) |      | $ | (20,830 | )    |  | $ | 1,834
|Foreign       |  |                          | (980   | ) |      |   | (9,442  | )    |  |   | 228  
|              |  |                          |       |   |      |   |        |      |  |   |     
|              |  |                          |        |   |      |   |         |      |  |   |      
|              |  | $                        | (8,111 | ) |      | $ | (30,272 | )    |  | $ | 2,062
|              |  |                          |        |   |      |   |         |      |  |   |      

Income tax expense for the years ended
December 31, 2009, 2008 and 2007 consists of the following (in thousands):



|                         |  |      |      |   |      |   |     |      |  |   |    
|------------------------ |  | ---- | ---- | - | ---- | - | --- | ---- |  | - | ---
|                         |  | 2009 |      |   | 2008 |   |     | 2007
|Current:                 |  |      |      |   |      |   |     |      |  |   |    
|Federal                  |  | $    | (152 | ) |      | $ | 30  |      |  | $ | 106
|State                    |  |      | 87   |   |      |   | 103 |      |  |   | 235
|Foreign                  |  |      | 184  |   |      |   | 173 |      |  |   | 93 
|                         |  |      |      |   |      |   |     |      |  |   |    
|                         |  |      | 119  |   |      |   | 306 |      |  |   | 434
|                         |  |      |      |   |      |   |     |      |  |   |    
|Deferred                 |  |      |      |   |      |   |     |      |  |   |    
|Federal                  |  |      | 80   |   |      |   | 44  |      |  |   | 98 
|State                    |  |      | 6    |   |      |   | 4   |      |  |   | 7  
|Foreign                  |  |      | 0    |   |      |   | (19 | )    |  |   | 19 
|                         |  |      |      |   |      |   |     |      |  |   |    
|                         |  |      | 86   |   |      |   | 29  |      |  |   | 124
|                         |  |      |      |   |      |   |     |      |  |   |    
|Total income tax expense |  | $    | 205  |   |      | $ | 335 |      |  | $ | 558
|                         |  |      |      |   |      |   |     |      |  |   |    



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##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



A reconciliation between the (benefit of) provision for income taxes computed by
applying the U.S. federal tax rate to (loss) income before income taxes and the actual provision for income taxes for the years ended December 31, 2009, 2008 and 2007 is as follows (in thousands):



|                                                         |  |      |        |   |      |   |         |      |  |   |      |  
|-------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------- | ---- |  | - | ---- | -
|                                                         |  | 2009 |        |   | 2008 |   |         | 2007 | 
|Tax (benefit) expense computed at federal statutory rate |  | $    | (2,758 | ) |      | $ | (10,292 | )    |  | $ | 701  |  
|Effect of state income taxes                             |  |      | 61     |   |      |   | 71      |      |  |   | 160  |  
|Foreign rate differential                                |  |      | 528    |   |      |   | 3,074   |      |  |   | 34   |  
|Change in valuation allowance                            |  |      | 1,636  |   |      |   | 5,726   |      |  |   | (590 | )
|Stock based compensation                                 |  |      | 409    |   |      |   | 577     |      |  |   | 218  |  
|Goodwill impairment                                      |  |      |       |   |      |   | 1,096   |      |  |   |     |  
|Other                                                    |  |      | 329    |   |      |   | 83      |      |  |   | 35   |  
|                                                         |  |      |        |   |      |   |         |      |  |   |      |  
|Total income tax expense                                 |  | $    | 205    |   |      | $ | 335     |      |  | $ | 558  |  
|                                                         |  |      |        |   |      |   |         |      |  |   |      |  

Deferred income taxes reflect the net tax effects of temporary differences between the value of assets and
liabilities used for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets as of December 31, 2009 and 2008 are as follows (in thousands):



|                                 |  |                         |         |   |      |   |         |  
|-------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------- | -
|                                 |  | Years EndedDecember 31, |        
|                                 |  | 2009                    |         |   | 2008 |  
|Deferred tax assets:             |  |                         |         |   |      |   |         |  
|Net operating loss carryforwards |  | $                       | 21,267  |   |      | $ | 19,755  |  
|Depreciation and amortization    |  |                         | 3,530   |   |      |   | 3,131   |  
|Accrued reserves and other       |  |                         | 1,036   |   |      |   | 964     |  
|                                 |  |                         |         |   |      |   |         |  
|Total deferred tax assets        |  |                         | 25,833  |   |      |   | 23,850  |  
|Valuation allowance              |  |                         | (25,833 | ) |      |   | (23,850 | )
|                                 |  |                         |         |   |      |   |         |  
|Net deferred tax assets          |  |                         |        |   |      |   |        |  
|                                 |  |                         |         |   |      |   |         |  
|Deferred tax liabilities         |  |                         |         |   |      |   |         |  
|Acquired goodwill                |  |                         | (281    | ) |      |   | (198    | )
|                                 |  |                         |         |   |      |   |         |  
|Net deferred tax liability       |  |                         | (281    | ) |      |   | (198    | )
|                                 |  |                         |         |   |      |   |         |  
|Total net deferred tax liability |  | $                       | (281    | ) |      | $ | (198    | )
|                                 |  |                         |         |   |      |   |         |  

Realization of deferred tax assets is dependent upon future taxable earnings, the timing and amount of which
are uncertain. Due to the cumulative operating losses in earlier years and continued significant amount of loss in most recent year, management believes that it is not more likely than not that the deferred tax assets will be realizable in future
periods. The valuation allowance for deferred tax assets increased approximately $2.0 million and $6.0 million during the years ended December 31, 2009 and 2008, respectively. The increase in valuation allowance is due to current year
losses.

As of December 31, 2009, we had net operating loss carryforwards for federal and state of California tax
purposes of $55.9 million and $38.6 million respectively. The net operating loss carryforwards will expire at various dates beginning in 2020 for federal, if not utilized. California has suspended the net operating losses for taxable years 2008 and
2009, and extended the loss carryforward period by two years. As a result of the law change, the net operating loss of California will begin to expire in 2014, if not utilized.



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##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



We performed an analysis of prior ownership changes under IRC Section 382 up to
December 31, 2006, and we have not performed a new ownership change analysis pursuant to IRC Section 382 since this date. The analysis indicated that the Company twice had ownership changes and that none of the operating losses subject to
the limitations would expire unutilized due to the limitations. In the event that the company had another ownership change as defined under IRC section 382 since December 31, 2006, the utilization of these losses could be further limited.

Effective April, 1, 2007, the Companys Philippines subsidiary, Rainmaker Asia, Inc., was certified by the Philippine
Economic Zone Authority as a PEZA enterprise, as the entity is housed in a PEZA accredited building and the subsidiary has export revenue of not less than 70% of its total revenues. One of the incentives of PEZA certification is a lower rate tax of
5% based on gross income, which is defined as gross revenue less certain costs of services and other allowed deductions. For the period of July, 1 2007 to December 2009, this entity is subject to the 5% gross income tax and is expected to continue
to enjoy the 5% gross income tax until 2011.

The Company has adopted the accounting policy that interest and penalties will
be classified as a component of the operating income and losses. Amounts of accrued interest and penalty recoded are not material as of December 31, 2009.

The Company does not anticipate any significant changes to the FASB ASC 740 (formerly known as FIN48) liability for unrecognized tax benefits within twelve months of this reporting date of its
unrecognized tax benefits. The Company adopted the provisions of ASC 740 as of January 1, 2007. The amount of unrecognized tax benefit as of December 31, 2009 is not material.

The Company is subject to taxation in the U.S. and various states and foreign jurisdictions. There are no ongoing examinations by taxing
authorities at this time. The Companys tax years starting from 2000 to 2009 remain open in the United States and in certain foreign tax jurisdictions.

8. Stockholders Equity

Preferred Stock

We have 5,000,000 shares of preferred stock authorized. The board of directors has the authority to issue the preferred stock and to fix or
alter the rights, privileges, preferences and restrictions related to the preferred stock, and the number of shares constituting any such series or designation. No shares of preferred stock were outstanding at December 31, 2009 and 2008.

Common Stock

On April 25, 2007, we announced that we had closed a public offering of an aggregate of 4,165,690 shares of our common stock at a public offering price of $8.50 per share (the Offering). Pursuant to the
Offering, 3,500,000 shares were sold by us and 665,690 shares were sold by the selling stockholders named in the prospectus supplement, generating gross proceeds to the Company, after underwriting discounts and commissions, of $28.1
million. Net proceeds from the offering were approximately $27.2 million after payment of all expenses relating to the offering.



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##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



As described in Note 5, we have issued common stock as consideration given in one
acquisition during the three year period ended December 31, 2009. The following table summarizes the common stock issued in this transaction:



|                  |  |                                                      |  |                         |  |                           |      |                       |   |                            |  |                 
|----------------- |  | ---------------------------------------------------- |  | ----------------------- |  | ------------------------- | ---- | --------------------- | - | -------------------------- |  | ----------------
|                  |  | ($ in thousands, except share and per share amounts)
|Acquisition       |  | TransactionDate                                      |  | # of CommonSharesIssued |  | Market PriceUsed perShare |      | Value of SharesIssued |   | RegistrationEffective Date
|Qinteraction Ltd. |  | July 19, 2007                                        |  | 559,284                 |  | $                         | 8.61 |                       | $ | 4,817                      |  | November 7, 2007

For this transaction, the shares were subject to customary contractual prohibitions of sale. At December 31, 2009, the contractual prohibition of sale was removed for all of the Qinteraction shares; however, shares still remain in
escrow pending resolution of a claim made by the Company.

Treasury Stock

During the 2008 and 2009 fiscal year, the Company had restricted stock awards that vested. The Company is required to withhold income taxes
at statutory rates based on the closing market value of the vested shares on the date of vesting. The Company offers the ability to have vested shares withheld by the Company in an amount equal to the amount of taxes to be withheld. During 2009, the
Company purchased 279,275 shares with a cost of approximately $373,000 from employees to cover federal and state taxes due. During 2008, the Company purchased 78,959 shares during the year with a cost of approximately $187,000 from employees and
directors to cover federal and state taxes due.

In July 2008, the Companys Board of Directors approved a Stock
Repurchase Program (the Program) authorizing the repurchase of up to $3 million of its common stock. Under the Program, shares may be repurchased from time to time in open market transactions at prevailing market prices. The timing and
actual number of shares purchased will depend on a variety of factors, such as price, corporate and regulatory requirements, and market conditions. Repurchases under the Program will be made using the Companys available cash or borrowings. The
Program will have a one-year term and may be commenced, suspended or terminated at any time, or from time-to-time at managements discretion without prior notice. During the year ended December 31, 2009, we purchased 358,126 shares at a
cost of approximately $410,000 or an average cost of $1.14 per share. During the year ended December 31, 2008, we purchased 288,682 shares at a cost of approximately $512,000 or an average cost of $1.77 per share. Additionally as of
December 31, 2009, approximately $2,079,000 was available for future repurchases under the Program.

Stock Option Plans

In 2003, the board of directors adopted and the shareholders approved the 2003 Stock Incentive Plan (the 2003 Plan). The 2003
Plan provides for the issuance of incentive stock options or nonqualified stock options to employees, consultants and non-employee members of the board of directors, and issuance of shares of common stock for purchase or as a bonus for services
rendered (restricted stock awards). Options granted under the 2003 Plan are priced at not less than 100% of the fair value of the common stock on the date of grant and have a maximum term of ten years from the date of grant. In the case of incentive
stock options granted to employees who own 10% or more of our outstanding common stock, the exercise price may not be less than 110% of the fair value of the common stock on the date of grant and such options will have a maximum term of five years
from the date of grant. Options granted to employees and consultants become exercisable and vest in one or more installments over varying periods ranging up to five years as specified by the board of directors. Unexercised



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RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



options expire upon, or within, six months of termination of employment, depending on the circumstances surrounding termination. Restricted stock awards granted to employees, consultants and
non-employee directors typically vest over a one to four year period from the date of grant. Vesting of these awards is contingent upon continued service and any unvested awards are forfeited immediately upon termination of service, subject to the
discretion of the board of directors.

The 2003 Plan also provides for a fixed issuance amount to non-employee members of the
board of directors at prices not less than 100% of the fair value of the common stock on the date of grant and a maximum term of ten years from the date of grant. Generally, options granted to non-employee members of the board of directors are
immediately exercisable and vest in two or more installments over periods ranging from twelve to twenty-four months from the date of grant. Unvested options expire twelve months from the termination date of service as a non-employee member of the
board of directors.

At the beginning of the 2009 fiscal year, the number of shares authorized for grant under the 2003 Plan
automatically increased on the first trading date of January by an amount equal to the lesser of 4% of our outstanding common stock at December 31 or 1,000,000 shares. In the quarter ended June 30, 2008, our stockholders approved a
one-time increase of 950,000 shares in the number of shares available for grant under our 2003 Stock Incentive Plan. In the future, the Company may seek shareholder approval to increase the shares available to grant to employees based on the growth
of the Company.

In 1999, the board of directors adopted and the shareholders approved the 1999 Stock Incentive Plan (the 1999
Plan). The 1999 Plan provides for the issuance of incentive stock options or nonqualified stock options to employees, consultants and non-employee members of the board of directors, and issuance of shares of common stock for purchase or as a bonus
for services rendered. Options granted under the 1999 Plan are priced at not less than 100% of the fair value of the common stock on the date of grant and have a maximum term of ten years from the date of grant. In the case of incentive stock
options granted to employees who own 10% or more of our outstanding common stock, the exercise price may not be less than 110% of the fair value of the common stock on the date of grant and such options will have a maximum term of five years from
the date of grant. Options granted to employees and consultants become exercisable and vest in one or more installments over varying periods ranging up to five years as specified by the board of directors. Unexercised options expire upon, or within,
six months of termination of employment, depending on the circumstances surrounding termination.

The 1999 Plan provided for a
fixed issuance amount to non-employee members of the board of directors at prices not less than 100% of the fair value of the common stock on the date of grant and a maximum term of ten years from the date of grant. Generally, options granted to
non-employee members of the board of directors are immediately exercisable and vest in two or more installments over periods ranging from twelve to twenty-four months from the date of grant. Unvested options expire twelve months from the date
termination of service as a non-employee member of the board of directors. No additional shares will be granted under the 1999 Plan and any shares forfeited that were granted under this plan are not available for future grant.

Stock-Based Compensation Expense

We account for stock-based compensation awards issued to employees and directors using the guidance from FASB ASC 718, Compensation-Stock Compensation. ASC 718 establishes standards for the
accounting for transactions in which an entity exchanges its equity instruments for goods or services, primarily focusing on accounting for transactions where an entity obtains employee services in share-based payment transactions. This guidance
requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite
service periods in the Companys Consolidated Statement of Operations.



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##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The fair value of stock-based awards to employees is calculated using the Black-Scholes
option pricing model. The Black-Scholes model requires subjective assumptions, including expected time to exercise, future stock price volatility, risk-free interest rates, dividend rates and estimated forfeiture rates which greatly affect the
calculated values. These factors could change in the future, which would affect the stock-based compensation expense in future periods. The estimated fair value of stock-based compensation awards to employees is amortized using the straight-line
method over the vesting period of the options.

We expense stock-based compensation to the same operating expense categories
that the respective award grantees salary expense is reported. The table below reflects stock based compensation expense for the years ended December 31, 2009, 2008 and 2007 as follows (in thousands):



|                                           |  |                         |       |      |   |       |  |   |      
|------------------------------------------ |  | ----------------------- | ----- | ---- | - | ----- |  | - | -----
|                                           |  | Year ended December 31,
|                                           |  | 2009                    |       | 2008 |   | 2007 
|Stock based compensation expense included: |  |                         |       |      |   |       |  |   |      
|Cost of services                           |  | $                       | 215   |      | $ | 186   |  | $ | 395  
|Sales and marketing                        |  |                         | 277   |      |   | 218   |  |   | 331  
|Technology                                 |  |                         | 202   |      |   | 231   |  |   | 214  
|General and administrative                 |  |                         | 1,806 |      |   | 1,557 |  |   | 874  
|                                           |  |                         |       |      |   |       |  |   |      
|                                           |  | $                       | 2,500 |      | $ | 2,192 |  | $ | 1,814
|                                           |  |                         |       |      |   |       |  |   |      

At December 31, 2009, approximately $4.3 million
of stock-based compensation relating to unvested awards had not been amortized and will be expensed in future periods through 2013. Under current grants unvested and outstanding, approximately $2.5 million is estimated to be expensed in 2010 as
stock-based compensation.

We calculate the value of our stock option awards when they are granted. Accordingly, we review our
valuation assumptions for volatility each quarter that option grants are awarded and we review our valuation assumptions for the risk free interest rate each month that option grants are awarded. Annually, we prepare an analysis of the historical
activity within our option plans as well as the demographic characteristics of the grantees of options within our stock option plan to determine the estimated life of the grants and possible ranges of estimated forfeiture. The table below reflects
the weighted average assumptions of stock option awards for each of the years ended December 31, 2009, 2008 and 2007:



|                        |  |                                                                |   |  |      |   |  |      |  
|----------------------- |  | -------------------------------------------------------------- | - |  | ---- | - |  | ---- | -
|                        |  | Weighted Average Valuation AssumptionsYears Ended December 31, |  
|                        |  | Options                                                        |  
|                        |  | 2009                                                           |   |  | 2008 |   |  | 2007 |  
|Expected life in years  |  | 3.7                                                            |   |  | 5.2  |   |  | 4.3  |  
|Volatility              |  | 0.92                                                           |   |  | 0.87 |   |  | 0.73 |  
|Risk-free interest rate |  | 1.7                                                            | % |  | 2.7  | % |  | 4.7  | %
|Dividend rate           |  |                                                               |   |  |     |   |  |     |  
|Forfeiture Rates:       |  |                                                                |   |  |      |   |  |      |  
|Options                 |  | 27.1                                                           | % |  | 21.1 | % |  | 5.9  | %
|Restricted share awards |  | 9.5                                                            | % |  | 9.7  | % |  | 6.0  | %

Expected life
is estimated based on our analysis of our actual historical option exercises and cancellations. Expected stock price volatility is based on the historical volatility from traded shares of our stock over the expected term. The risk-free interest rate
is based on the rate of a zero-coupon U.S. Treasury instrument with a



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##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



remaining term approximately equal to the expected term. We do not expect to pay dividends in the near term and therefore do not incorporate the dividend yield as part of our assumptions.

A summary of activity under our Stock Incentive Plans for the years ended December 31, 2009, 2008 and 2007 is as
follows:



|                             |  |                 |   |  |                              |     
|---------------------------- |  | --------------- | - |  | ---------------------------- | ----
|                             |  | Stock Options  
|                             |  | Number ofShares |   |  | WeightedAverageExercisePrice
|Balance at January 1, 2007   |  | 1,715,486       |   |  | $                            | 4.20
|Granted                      |  | 203,250         |   |  |                              | 8.56
|Exercised                    |  | (426,185        | ) |  |                              | 2.61
|Canceled                     |  | (115,303        | ) |  |                              | 7.73
|                             |  |                 |   |  |                              |     
|Balance at December 31, 2007 |  | 1,377,248       |   |  |                              | 5.03
|Granted                      |  | 671,000         |   |  |                              | 2.68
|Exercised                    |  | (18,665         | ) |  |                              | 1.70
|Canceled                     |  | (485,861        | ) |  |                              | 4.98
|                             |  |                 |   |  |                              |     
|Balance at December 31, 2008 |  | 1,543,722       |   |  |                              | 4.05
|Granted                      |  | 352,000         |   |  |                              | 1.12
|Exercised                    |  | (8,644          | ) |  |                              | 0.92
|Canceled                     |  | (1,015,839      | ) |  |                              | 4.51
|                             |  |                 |   |  |                              |     
|Balance at December 31, 2009 |  | 871,239         |   |  | $                            | 2.35
|                             |  |                 |   |  |                              |     

The weighted average grant date fair value of options
granted during the years ended December 31, 2009, 2008 and 2007 was $0.71, $1.87 and $5.11, respectively per share.



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RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The following table summarizes the activity with regard to restricted stock awards
during the years ended December 31, 2009, 2008 and 2007. Restricted stock awards are issued from the 2003 Stock Incentive Plan and any issuances reduce the shares available for grant as indicated in the previous table. Restricted stock awards
are valued at the closing market price on the date of the grant.



|                                                 |  |                        |   |  |                                    |     
|------------------------------------------------ |  | ---------------------- | - |  | ---------------------------------- | ----
|                                                 |  | Restricted StockAwards
|                                                 |  | Number ofShares        |   |  | WeightedAverageGrantDate FairValue
|Balance of nonvested shares at January 1, 2007   |  | 368,802                |   |  | $                                  | 7.16
|Granted                                          |  | 920,250                |   |  |                                    | 7.11
|Vested                                           |  | (98,736                | ) |  |                                    | 6.97
|Forfeited                                        |  | (167,034               | ) |  |                                    | 7.54
|                                                 |  |                        |   |  |                                    |     
|Balance of nonvested shares at December 31, 2007 |  | 1,023,282              |   |  |                                    | 7.08
|Granted                                          |  | 1,474,000              |   |  |                                    | 1.38
|Vested                                           |  | (262,906               | ) |  |                                    | 6.90
|Forfeited                                        |  | (278,251               | ) |  |                                    | 6.71
|                                                 |  |                        |   |  |                                    |     
|Balance of nonvested shares at December 31, 2008 |  | 1,956,125              |   |  |                                    | 2.87
|Granted                                          |  | 1,846,500              |   |  |                                    | 1.24
|Vested                                           |  | (962,562               | ) |  |                                    | 2.41
|Forfeited                                        |  | (402,250               | ) |  |                                    | 2.10
|                                                 |  |                        |   |  |                                    |     
|Balance of nonvested shares at December 31, 2009 |  | 2,437,813              |   |  | $                                  | 1.94
|                                                 |  |                        |   |  |                                    |     

The total fair value of the unvested restricted stock
awards at grant date was $4.7 million as of December 31, 2009.

Total shares available for grant under the 2003 Stock
Incentive Plan was 351,219 at December 31, 2009.

The following table summarizes information about stock options
outstanding as of December 31, 2009:



|                        |  |                     |  |                                        |  |                              |      |                                                           |   |                   |  |                              |  |                                                           |      |  |   |       
|----------------------- |  | ------------------- |  | -------------------------------------- |  | ---------------------------- | ---- | --------------------------------------------------------- | - | ----------------- |  | ---------------------------- |  | --------------------------------------------------------- | ---- |  | - | ------
|                        |  | Options Outstanding |  | Options Vested                        
|Range of ExercisePrices |  | NumberOutstanding   |  | WeightedAverageContractualLife (Years) |  | WeightedAverageExercisePrice |      | AggregateIntrinsic ValueClosing Price at12/31/09 of $1.49 |   | NumberExercisable |  | WeightedAverageExercisePrice |  | AggregateIntrinsic ValueClosing Price at12/31/09 of $1.49
|$  0.61 - $  1.50       |  | 482,838             |  | 6.31                                   |  | $                            | 1.11 |                                                           | $ | 183,696           |  | 227,888                      |  | $                                                         | 1.19 |  | $ | 67,995
|$  1.51 - $  3.00       |  | 114,961             |  | 6.32                                   |  | $                            | 2.44 |                                                           |   |                  |  | 82,511                       |  | $                                                         | 2.63 |  |   |      
|$  3.01 - $  6.00       |  | 210,606             |  | 7.85                                   |  | $                            | 3.22 |                                                           |   |                  |  | 101,893                      |  | $                                                         | 3.28 |  |   |      
|$  6.01 - $20.32        |  | 62,834              |  | 6.16                                   |  | $                            | 8.79 |                                                           |   |                  |  | 47,987                       |  | $                                                         | 8.99 |  |   |      
|                        |  |                     |  |                                        |  |                              |      |                                                           |   |                   |  |                              |  |                                                           |      |  |   |       
|$  0.61 - $20.32        |  | 871,239             |  | 6.67                                   |  | $                            | 2.35 |                                                           | $ | 183,696           |  | 460,279                      |  | $                                                         | 2.73 |  | $ | 67,995
|                        |  |                     |  |                                        |  |                              |      |                                                           |   |                   |  |                              |  |                                                           |      |  |   |       

The aggregate intrinsic value represents the net value
which would have been received by the option holders had all option holders exercised their in-the-money options as of December 31, 2009. The Company received cash proceeds from the exercise of stock options of $8,000, $32,000 and $1.1 million
in the years ended December 31, 2009, 2008 and 2007, respectively. The total intrinsic value of the options exercised during the years ended December 31, 2009, 2008 and 2007 was approximately $5,000, $56,000 and $2.3 million, respectively.



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##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Employee Stock Purchase Plan

In 1999, our board of directors adopted and our shareholders approved the 1999 Employee Stock Purchase Plan (the Purchase Plan) and further
amended the Purchase Plan on December 15, 2005 with regard to the discount price. The Purchase Plan is available for all full-time employees possessing less than 5% of combined voting power on all outstanding classes of stock. The Purchase Plan
provides for the issuance of common stock at a purchase price of 95% of the fair value of the common stock at the purchase date. Purchase of shares is made through employee payroll deductions and may not exceed 15% of an employees total
compensation. The Purchase Plan terminated on the last business day in October 2009 in accordance with the Purchase Plan. Prior to the amendment on December 15, 2005, the Purchase Plan provided for the issuance of common stock at a purchase
price of 85% of the fair value of the common stock at the beginning or end of the offering period, whichever was lower. As of December 31, 2009, a total of 167,433 shares had been issued under the Purchase Plan.

Warrants

In
conjunction with equity transactions in February 2006 and June 2005 referred to above, we issued warrants to purchase common shares of our stock. The following table summarizes the terms of those outstanding warrants:



|                                |  |               |      |                                         |         |                           |           
|------------------------------- |  | ------------- | ---- | --------------------------------------- | ------- | ------------------------- | ----------
|Date of Issuance                |  | ExercisePrice |      | WarrantsOutstanding atDecember 31, 2009 |         | Term from Dateof Issuance
|February 7, 2006                |  | $             | 4.28 |                                         | 799,999 |                           | Five Years
|June 15, 2005                   |  |               | 2.40 |                                         | 98,817  |                           | Five Years
|                                |  |               |      |                                         |         |                           |           
|Weighted average exercise price |  | $             | 4.07 |                                         |         |                           |           
|Total outstanding               |  |               |      |                                         | 898,816 |                           |           
|                                |  |               |      |                                         |         |                           |           

9. Related Party Transactions

We have made purchases of computer equipment and services from several vendors including Hewlett-Packard one of our largest clients that contributed 10% or more of our revenue for the year ended
December 31, 2009. During the year ended December 31, 2009, we purchased equipment from Hewlett-Packard totaling approximately $53,000. We did not have any purchases from our other large clients that contributed 10% or more of our revenue,
Sun Microsystems or Symantec Corporation, during the year ended December 31, 2009, other than cost of sales transactions for our contract sales programs with Symantec. During the year ended December 31, 2008, we purchased equipment from
Hewlett-Packard totaling approximately $217,000. Hewlett-Packard was the only client that contributed 10% or more of our revenue during the year ended December 31, 2008.

The Chairman of our board of directors also serves on the board of Saama Technologies, a technology services firm. During the year ended
December 31, 2009, we paid Saama Technologies approximately $170,000 for technology services. During the prior year ended December 31, 2008, we paid Saama Technologies approximately $290,000 for technology services. We may continue to
utilize their services and may expand the scope of Saama Technologies engagement.

In October 2007, we closed an OEM
licensing agreement with Market2Lead, Inc. (Market2Lead), a software-as-a-service provider of business to business automated marketing solutions, to further enhance Rainmakers on-demand marketing automation application. In
connection with this agreement, Rainmaker



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##### Index to Financial Statements

RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



provided Market2Lead with growth financing of $2.5 million in secured convertible and term debt. During the year ended December 31, 2009, we paid Market2Lead approximately $94,000 for
marketing services. During the prior year, we paid Market2Lead approximately $264,000. We may continue to utilize their services that they provide to us in the future.

10. Employee Benefit Plan

We have a defined contribution benefit plan
established under the provisions of Section 401(k) of the Internal Revenue Code. All employees may elect to contribute up to 20% of their compensation to the plan through salary deferrals, subject to annual limitations. We previously matched
25% of the first 6% of the employees compensation contributed to the plan. During the first quarter of 2009, we eliminated the Company match for the foreseeable future. Participants contributions are fully vested at all times. Our
contributions vest incrementally over a four-year period. During the year ended December 31, 2009, the Company had no matching contributions to the plan and we incurred a credit of approximately $31,000 relating to forfeitures under the plan.
During 2008 and 2007, we expensed $195,000 and $132,000, respectively, relating to our contributions under the plan.

11. Interest and
Other Income (Expense), Net

The components of interest and other (expense) income, net are as follows (in thousands):



|                          |  |                          |      |   |      |   |      |      |  |   |       |  
|------------------------- |  | ------------------------ | ---- | - | ---- | - | ---- | ---- |  | - | ----- | -
|                          |  | Years Ended December 31, |     
|                          |  | 2009                     |      |   | 2008 |   |      | 2007 | 
|Interest income           |  | $                        | 93   |   |      | $ | 865  |      |  | $ | 1,436 |  
|Interest expense          |  |                          | (220 | ) |      |   | (112 | )    |  |   | (186  | )
|Currency translation gain |  |                          | 41   |   |      |   | 96   |      |  |   | 137   |  
|Write-down of investment  |  |                          |     |   |      |   | (749 | )    |  |   |      |  
|Other                     |  |                          |     |   |      |   | (134 | )    |  |   | 20    |  
|                          |  |                          |      |   |      |   |      |      |  |   |       |  
|                          |  | $                        | (86  | ) |      | $ | (34  | )    |  | $ | 1,407 |  
|                          |  |                          |      |   |      |   |      |      |  |   |       |  

Interest income represents interest received from investing a portion of our cash balance in short-term
interest bearing deposit accounts along with accrued interest on a note receivable from our investment in a privately-held company made in 2007.

Interest expense is the result of interest incurred on the notes payable issued with the purchase of the assets of CAS Systems and interest incurred on the Bridge Bank Equipment Sub-facility portion of
our Revolving Line of Credit which converted to term debt at a minimum interest rate of 6% in January 2009. We made principal payments on the CAS Systems loan and the Bridge Bank loan during the year ended December 31, 2009. Interest expense is
net of interest capitalized with regard to the development of our internal use software/systems. We capitalized interest totaling $3,000, $3,000 and $4,000 during the years ended December 31, 2009, 2008 and 2007, respectively.

The currency translation loss is primarily due to the fluctuation of currency exchange rates on a note payable to a third party denominated
in United States dollars that is owed by our Canadian subsidiary in connection with our acquisition of CAS Systems.

The
write-down of investment in 2008 relates to our investment in a privately-held company. In October 2007, we provided $2.5 million in growth capital to this privately-held company. The transaction was structured



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RAINMAKER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



as a $1.25 million convertible loan and a $1.25 million term loan secured by substantially all of the assets of the privately-held company including intellectual property. We also received a
warrant as a part of this transaction to purchase approximately 411,000 shares of common stock of the privately-held company. In October 2008, the convertible debt automatically converted to 619,104 shares of Series A Preferred stock of the
privately-held company. Because the private equity investment represents less than 20% in the investee company, and because the Company does not have any significant influence on the investee company, the investments are accounted for in accordance
with the cost method. During the fourth quarter of 2008, we assessed our investment for impairment as we observed that there were indicators of impairment. In the 4thquarter of 2008, we took an impairment charge in other expense of approximately $749,000 which represented a write-off
of the remaining carrying value of the warrant of $239,000 and a write-down of the carrying value of the investment in Series A Preferred stock of the privately-held company of $510,000 in order to write-down these assets to their respective fair
values. It is possible that the factors evaluated by management and fair values will change in subsequent periods, resulting in material impairment charges in future periods. Based on our review of this investment during the fourth quarter of 2009,
there was no additional impairment of the investment during 2009.

12. Subsequent Events

On January 29, 2010, we completed a Stock Purchase Agreement with the shareholders of Optima Consulting Partners Limited
(Optima), a business-to-business lead development provider that has approximately 50 employees with offices in England, France and Germany. Rainmaker will retain Optimas employees and management and plans to consolidate its
operations in the United Kingdom in Optimas office during the first quarter of 2010.

Under the terms of the
acquisition, we paid $500,000 cash at closing and we issued 480,000 shares of Rainmaker common stock. Such shares are initially subject to a contractual prohibition of sale. Additionally, we entered into a promissory note for $350,000 payable in two
installments with $200,000 plus accrued interest due eighteen months from the closing date and $150,000 plus accrued interest due twenty four months from the closing date. The agreement also provides for two potential additional payments of $375,000
each in a combination of stock and/or cash contingent on certain performance metrics in fiscal 2010 and fiscal 2011, and subject to post closing conditions.

As further discussed in Note 4, we borrowed $1.7 million under a new term loan line with Bridge Bank. In connection with this borrowing, all other existing advances outstanding under the Revolving Credit
Facility aggregating $1,941,000 at December 31, 2009 under the equipment finance subfacility, will be re-amortized and payable in 36 equal monthly installments of principal and all accrued interest beginning on April 10, 2010.

On February 5, 2010, we received written notice from Sun Microsystems that they had elected to terminate the Global Inside Sales
Program Statement of Work agreement dated March 31, 2009, effective as of February 28, 2010. The notice followed the acquisition of Sun Microsystems by Oracle Corporation and affected the contract sales services that we were performing for
Sun. These services accounted for approximately 13% of our fiscal 2009 annual revenue and 21% of our fourth quarter fiscal 2009 revenue. The Global Inside Sales agreement had a minimum term with notice periods to August 31, 2010. We entered
into a settlement agreement on March 8, 2010, and received a cash payment of $4,550,000 from Oracle Corporation for the buyout of the Global Inside Sales agreement. This amount will be included in net revenue in the quarter ended March 31,
2010. In addition, Oracle has reimbursed us for the employee severance costs related to terminating employees who worked on the Global Inside Sales program and this will be recorded as an offset to salaries expense during the quarter ended
March 31, 2010.



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|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------

None.



|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------

(a)
Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures to ensure that
material information relating to the Company, including its consolidated subsidiaries, is made known to the officers who certify the Companys financial reports and to other members of senior management and the Board of Directors.

Based on their evaluation as of December 31, 2009, our management, including our principal executive officer and principal financial
officer, has concluded that the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are effective to ensure that the information required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and information required to be disclosed in the reports that it files or submits under
the Exchange Act is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

(b)
Managements Report on Internal Control over Financial Reporting

Our management, including the Chief Executive
Officer and Chief Financial Officer, is responsible for establishing and maintaining an adequate system of internal control over financial reporting. This system of internal accounting controls is designed to provide reasonable assurance that assets
are safeguarded, transactions are properly recorded and executed in accordance with managements authorization and financial statements are prepared in accordance with generally accepted accounting principles. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits
of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company
have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Management conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework in Internal Control  Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2009, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

This annual report does not include an attestation report of the companys registered public accounting firm regarding internal control
over financial reporting. Managements report was not subject to attestation by the companys registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only
manaements report in this annual report.



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(c) Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during our fourth quarter ended December 31, 2009, that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



|ITEM 9B. | OTHER INFORMATION
|-------- | -----------------

None.



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PART III

Certain information required in Part III of this report is incorporated by reference to our Proxy Statement in connection with our 2010
Annual Meeting of Stockholders (the 2010 Annual Meeting) to be filed in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended.



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------

The information required in Item 10 of Part III of this report is incorporated by reference to our Proxy Statement in connection with our 2010 Annual Meeting to be filed in accordance with Regulation
14A under the Securities Exchange Act of 1934, as amended.

Code of Ethics

Our directors, officers and employees are required to comply with our Code of Business Conduct and Ethics. The purpose of our Code of
Business Conduct and Ethics is to deter wrongdoing and to promote, among other things, honest and ethical conduct and to ensure to the greatest possible extent that our business is conducted in a consistently legal and ethical manner. The Code of
Business Conduct and Ethics is intended to cover the requirement of a Code of Ethics for senior financial officers as provided by the SECs rules with respect to Section 406 of the Sarbanes-Oxley Act. Employees may submit concerns or
complaints regarding ethical issues on a confidential basis by means of a telephone call to an assigned voicemail box or via e-mail. The audit committee investigates all such concerns and complaints.

Our Code of Business Conduct and Ethics is posted on our website, at www.rmkr.com, under the investor relations/corporate governance
link. We will also disclose any amendment to, or waiver from, a provision of the Code of Business Conduct and Ethics that applies to a director or officer in accordance with applicable Nasdaq and SEC requirements.



|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

The information required in Item 11 of Part III of this report is incorporated by reference to our Proxy Statement in connection with our 2010 Annual Meeting to be filed in accordance with Regulation 14A under the Securities Exchange
Act of 1934, as amended.



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------

The information required in Item 12 of Part III of this report is incorporated by reference to our Proxy Statement in connection with
our 2010 Annual Meeting to be filed in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended.



|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|-------- | -------------------------------------------------------------------------

The information required in Item 13 of Part III of this report is incorporated by reference to our Proxy Statement in connection with
our 2010 Annual Meeting to be filed in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended.



|ITEM 14. | PRINCIPAL ACCOUNTANTS FEES AND SERVICES
|-------- | ---------------------------------------

The information required in Item 14 of Part III of this report is incorporated by reference to our Proxy Statement in connection with our 2010 Annual Meeting to be filed in accordance with Regulation
14A under the Securities Exchange Act of 1934, as amended.



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PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------

The following documents are filed as part of this report:

1. Financial Statements

See Item 8 for a list of financial statements filed herein.

2. Financial Statement Schedules

See Item 8 for a list of financial statement schedules filed. All other schedules have been omitted because they are not applicable or the required information is shown elsewhere in the Financial
Statements or notes thereto.

3. Exhibit Index:

The following Exhibits are incorporated herein by reference or are filed with this report as indicated below.



|          |  |                                                                                                                                                                                                                                   
|--------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          | 
|3.1(1)    |  | Restated Certificate of Incorporation of Rainmaker Systems, Inc.                                                                                                                                                                  
|          | 
|3.2(2)    |  | Bylaws of Rainmaker Systems, Inc.                                                                                                                                                                                                 
|          | 
|4.1(2)    |  | Specimen certificate representing shares of common stock of Rainmaker Systems, Inc.                                                                                                                                               
|          | 
|4.2(3)    |  | Purchase Agreement dated as of February 19, 2004, by and among Rainmaker Systems, Inc. and the purchasers set forth on the signature pages thereto.                                                                               
|          | 
|4.3(4)    |  | Stock Purchase Agreement dated as of June 10, 2004, by and among ABS Capital Partners III, L.P., Tarentella, Inc., Rainmaker Systems, Inc., and the purchasers identified on the
schedule thereto.                                
|          | 
|4.4(5)    |  | Registration Rights Agreement dated as of June 10, 2004, by and among ABS Capital Partners III, L.P., Tarentella, Inc., Rainmaker Systems, Inc., the purchasers identified on the
schedule thereto and SDS Capital Group SPC, Ltd.
|          | 
|4.5(6)    |  | Form of Stock Purchase Agreement dated as of June 15, 2005, by and among Rainmaker Systems, Inc., and the purchasers identified on the signature page thereto.                                                                    
|          | 
|4.6(7)    |  | Form of Registration Rights Agreement dated as of June 15, 2005, by and among Rainmaker Systems, Inc. and the purchasers identified on the signature page thereto.                                                                
|          | 
|4.7(8)    |  | Securities Purchase Agreement dated February 7, 2006, by and among the Company and the investors party thereto.                                                                                                                   
|          | 
|4.8(9)    |  | Securities Purchase Agreement dated February 7, 2006, by and among the Company and the investors party thereto.                                                                                                                   
|          | 
|10.1(2)   |  | Form of Indemnification Agreement.                                                                                                                                                                                                
|          | 
|10.2(2)   |  | 1999 Stock Incentive Plan.                                                                                                                                                                                                        
|          | 
|10.3(2)   |  | 1999 Stock Purchase Plan.                                                                                                                                                                                                         
|          | 
|10.4(10)  |  | Form of Notice of Grant of Stock Option.                                                                                                                                                                                          
|          | 
|10.5(11)  |  | Form of Stock Option Agreement.                                                                                                                                                                                                   
|          | 
|10.6(12) |  | Internet Applications Division (IAD) Reseller Agreement dated March 22, 1999 between Sybase, Inc. and Rainmaker Systems, Inc.                                                                                                     



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|            |  |                                                                                                                                                                                                                                                                                                                                                                                         
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            | 
|10.7(13)   |  | Amendment No. 1, dated February 5, 2001, to Internet Applications Division (IAD) Reseller Agreement dated March 22, 1999 between Sybase, Inc. and Rainmaker Systems,
Inc.                                                                                                                                                                                                               
|            | 
|10.8(14)   |  | Non Technical Services Agreement, dated April 6, 2001 between Rainmaker Systems, Inc. and International Business Machines Corporation.                                                                                                                                                                                                                                                  
|            | 
|10.9(15)   |  | Master Agreement, dated May 4, 2001, between Rainmaker Systems, Inc. and Caldera International, Inc.                                                                                                                                                                                                                                                                                    
|            | 
|10.10(16)   |  | Option Exchange Offer, dated November 30, 2001.                                                                                                                                                                                                                                                                                                                                         
|            | 
|10.11(17)* |  | Employment Agreement with Michael Silton, dated January 1, 2001.                                                                                                                                                                                                                                                                                                                        
|            | 
|10.12(18)  |  | Services Sales Outsourcing Partner Agreement dated September 25, 2000, between Rainmaker Systems, Inc. and Hewlett-Packard Company.                                                                                                                                                                                                                                                     
|            | 
|10.13(19)  |  | Services Sales Outsourcing Partner Agreement, Amendment No. 1 dated January 2, 2001, between Rainmaker Systems, Inc. and Hewlett-Packard Company.                                                                                                                                                                                                                                       
|            | 
|10.14(20)  |  | Schedule 4, Operational Plan/Business Rules Document to Service Sales Outsourcing Partner Agreement dated September 25, 2000, between Rainmaker Systems, Inc. and Hewlett-Packard
Company.                                                                                                                                                                                              
|            | 
|10.15(21)  |  | Services Sales Outsourcing Partner Agreement dated August 1, 2002, between Rainmaker Systems, Inc. and Hewlett-Packard Company.                                                                                                                                                                                                                                                         
|            | 
|10.16(22)  |  | Business Rules Approval dated September 5, 2002, between Rainmaker Systems, Inc. and Hewlett-Packard Company (amend/adds to Exhibit 10.23).                                                                                                                                                                                                                                             
|            | 
|10.17(23)  |  | Amendment to Internet Applications Division (IAD) Reseller Agreement and Outsourcing Addendum dated June 12, 2002, between Rainmaker Systems, Inc. and Sybase, Inc.                                                                                                                                                                                                                     
|            | 
|10.18(24)   |  | Business Rules Approval dated February 6, 2003, between Rainmaker Systems, Inc. and Hewlett-Packard Company (amends/adds to Schedule 4, Operational Plan/Business Rules Document to
Service Sales Outsourcing Partner Agreement dated September 25, 2000, filed as Exhibit 10.23 to the Report on Form 10-Q filed by Rainmaker Systems, Inc. on November 14, 2002).                     
|            | 
|10.19(25)   |  | Statement of Work for IBM ServicePac Sales Under IBM Non-Technical Service Agreement #4901AD0002 between International Business Machines and Rainmaker Systems, Inc. dated
June 16, 2003 (amends/adds to the IBM Non-Technical Service Agreement #4901AD0002 dated April 6, 2001 filed as Exhibit 10.27 to the Report on Form 10-Q filed by Rainmaker Systems, Inc. on August 10, 2001).
|            | 
|10.20(26)  |  | Master Services Agreement and accompanying Statement of Work dated April 22, 2004 between Rainmaker Service Sales, Inc. and Sony Electronics Inc.                                                                                                                                                                                                                                       
|            | 
|10.21(27)   |  | Agreement and Plan of Merger, dated as of February 8, 2005, by and among Rainmaker Systems, Inc., CW Acquisition, Inc., Quarter End, Inc., the individuals listed on Exhibit A
thereto and Jeffrey T. McElroy.                                                                                                                                                                          
|            | 
|10.22(28)*  |  | Amendment of Employment Agreement between Rainmaker Systems, Inc. and Michael Silton dated February 24, 2005.                                                                                                                                                                                                                                                                           
|            | 
|10.23(29)*  |  | Employment Agreement between Rainmaker Systems, Inc. and Steve Valenzuela dated February 24, 2005.                                                                                                                                                                                                                                                                                      
|            | 
|10.24(30)   |  | Asset Purchase Agreement, dated as of July 1, 2005, by and among Rainmaker Systems, Inc., Sunset Direct, Inc., Launch Project LLC, The Members Identified on the signature page
thereto, and Chad Nuss, as Representative.                                                                                                                                                              



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|           |  |                                                                                                                                                                                                                                                                                                               
|---------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           | 
|10.25(31)  |  | Asset Purchase Agreement, dated as of May 12, 2006, by and among Rainmaker Systems, Inc., Business Telemetry, Inc., The Shareholders identified on the signature page thereto, and
Kenneth S. Forbes, III, as Representative.                                                                                 
|           | 
|10.26(32)  |  | Asset Purchase Agreement by and among Rainmaker Systems, Inc., ViewCentral, Inc., certain shareholders of ViewCentral and Dan Tompkins, as representative.                                                                                                                                                    
|           | 
|10.27(33) |  | Standard Services Agreement dated November 6, 2006 between Rainmaker Systems, Inc. and Hewlett Packard Company, a Delaware corporation.                                                                                                                                                                       
|           | 
|10.28(34) |  | Asset Purchase Agreement by and among Rainmaker Systems, Inc., Rainmaker Systems (Canada) Inc., CAS Systems, Inc., certain shareholders of CAS, Barry Hanson, as representative, and
3079028 Nova Scotia Company in respect of the purchase of substantially all of the assets of CAS Systems, Inc.           
|           | 
|10.29(35) |  | Asset Purchase Agreement by and among Rainmaker Systems, Inc., Rainmaker Systems (Canada) Inc., CAS Systems, Inc., certain shareholders of CAS, Barry Hanson, as representative, and
3079028 Nova Scotia Company in respect of the purchase of substantially all of the assets of 3079028 Nova Scotia Company.
|           | 
|10.30(36)  |  | Promissory note between Rainmaker Systems, Inc. and CAS Systems, Inc.                                                                                                                                                                                                                                         
|           | 
|10.31(37)  |  | Promissory note between Rainmaker Systems (Canada) Inc., a Canadian federal corporation, and 3079028 Nova Scotia Company, a Nova Scotia unlimited liability company.                                                                                                                                          
|           | 
|10.32(38)* |  | Amendment to Executive Employment Agreement, dated as of February 1, 2007, by and among Rainmaker Systems, Inc. and Michael Silton.                                                                                                                                                                           
|           | 
|10.33(39)* |  | Amendment to Executive Employment Agreement, dated as of February 1, 2007, by and among Rainmaker Systems, Inc. and Steve Valenzuela.                                                                                                                                                                         
|           | 
|10.34(40) |  | Stock Purchase Agreement by and among Rainmaker Systems, Inc., Qinteraction Limited, and James F. Bere, as representative.                                                                                                                                                                                    
|           | 
|10.35(41)* |  | Amended and Restated Executive Employment Agreement, dated as of September 17, 2007, by and among Rainmaker Systems, Inc. and Moe Bawa.                                                                                                                                                                       
|           | 
|10.36(42)* |  | Amendment of Employment Agreement, dated as of November 19, 2007, by and among Rainmaker Systems, Inc. and Michael Silton.                                                                                                                                                                                    
|           | 
|10.37(43)* |  | Amendment of Employment Agreement, dated as of November 19, 2007, by and among Rainmaker Systems, Inc. and Steve Valenzuela.                                                                                                                                                                                  
|           | 
|10.38(44)* |  | 2003 Stock Incentive Plan, as amended and restated effective May 15, 2008.                                                                                                                                                                                                                                    
|           | 
|10.39(45)* |  | Executive Employment Agreement, dated as of June 9, 2008, by and among Rainmaker Systems, Inc. and Mark de la Vega.                                                                                                                                                                                           
|           | 
|10.40(46)  |  | Lease Agreement, dated as of September 24, 2008, by and among Rainmaker Systems (Canada) Ltd. as Tenant and 2748134 Canada Inc. as Landlord.                                                                                                                                                                  
|           | 
|10.41(47) |  | Global Inside Sales Program Statement of Work, dated as of March 31, 2009, and effective as of April 1, 2009, between Rainmaker Systems, Inc. and Sun Systems, Inc.                                                                                                                                           
|           | 
|10.42(48) |  | Addendum No. 1 to the Master Purchase Agreement, effective as of March 31, 2009, between Rainmaker Systems, Inc. and Sun Systems, Inc.                                                                                                                                                                        
|           | 
|10.43(49) |  | Contact Center Master Services Agreement, dated as of August 30, 2009, between Rainmaker Systems, Inc. and Hewlett-Packard Company.                                                                                                                                                                           
|           | 
|10.44(50)  |  | Second Amendment to Lease Agreement, dated as October 14, 2009, between Rainmaker Systems, Inc. and Legacy III Campbell, LLC.                                                                                                                                                                                 



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|          |  |                                                                                                                                                            
|--------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|          | 
|10.45(51) |  | Loan and Security Agreement dated as of November 17, 2009, between Rainmaker Systems, Inc. and Bridge Bank, N.A.                                           
|          | 
|10.46·    |  | Master Services Agreement effective as of June 29, 2006 between Rainmaker Systems, Inc. and Symantec Corporation.                                          
|          | 
|10.47·    |  | Symantec Outsourced North American (NAM) Renewals Statement of Work effective as of April 1, 2008 between Rainmaker Systems, Inc. and Symantec Corporation.
|          | 
|10.48·    |  | Amendment Two to the Symantec Outsourced NAM Renewals Statement of Work effective April 1, 2010 between Rainmaker Systems, Inc. and Symantec Corporation.  
|          | 
|14(52)    |  | Code of Business Conduct and Ethics.                                                                                                                       
|          | 
|21.1      |  | List of Subsidiaries.                                                                                                                                      
|          | 
|23.1      |  | Consent of Independent Registered Public Accounting Firm.                                                                                                  
|          | 
|23.2(53)  |  | Consent of legal counsel or company.                                                                                                                       
|          | 
|31.1      |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                        
|          | 
|31.2      |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                        
|          | 
|32.1      |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.         
|          | 
|32.2      |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.         



|(1) | Incorporated by reference to Exhibit A to the Definitive Proxy Statement on Schedule 14A filed by Rainmaker on April 21, 2006.
|--- | ------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to the similarly numbered Exhibit to the Registration Statement on Form S-1/A filed by Rainmaker on October 22, 1999 (Reg.
No. 333-86445).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-3 filed by Rainmaker on March 22, 2004 (Reg. No. 333-113812).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by Rainmaker on June 18, 2004.
|--- | ----------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed by Rainmaker on June 18, 2004.
|--- | ----------------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Rainmaker on June 16, 2005.
|--- | ----------------------------------------------------------------------------------------------------------------

|(7) | Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Rainmaker on June 16, 2005.
|--- | ----------------------------------------------------------------------------------------------------------------

|(8) | Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Rainmaker on February 10, 2006.
|--- | --------------------------------------------------------------------------------------------------------------------

|(9) | Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Rainmaker on February 10, 2006.
|--- | --------------------------------------------------------------------------------------------------------------------

|(10) | Incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 filed by Rainmaker on November 17, 1999 (Reg. No. 333-91095).
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-8 filed by Rainmaker on November 17, 1999 (Reg. No. 333-91095).
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | Incorporated by reference to Exhibit 10.20 to the Quarterly Report on Form 10-Q filed by Rainmaker on May 15, 2000.
|---- | -------------------------------------------------------------------------------------------------------------------

|(13) | Incorporated by reference to Exhibit 10.26 to the Quarterly Report on Form 10-Q filed by Rainmaker on May 2, 2001.
|---- | ------------------------------------------------------------------------------------------------------------------



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|(14) | Incorporated by reference to Exhibit 10.27 to the Quarterly Report on Form 10-Q filed by Rainmaker on August 10, 2001.
|---- | ----------------------------------------------------------------------------------------------------------------------

|(15) | Incorporated by reference to Exhibit 10.28 to the Quarterly Report on Form 10-Q filed by Rainmaker on August 10, 2001.
|---- | ----------------------------------------------------------------------------------------------------------------------

|(16) | Incorporated by reference to Exhibit (a)(1) to the Tender Offer Statement on Form SC TO-I filed by Rainmaker on November 30, 2001 (Reg. No 005-58179).
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------

|(17) | Incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K filed by Rainmaker on March 29, 2002.
|---- | ------------------------------------------------------------------------------------------------------------------

|(18) | Incorporated by reference to Exhibit 10.21 to the Quarterly Report on Form 10-Q filed by Rainmaker on November 14, 2002.
|---- | ------------------------------------------------------------------------------------------------------------------------

|(19) | Incorporated by reference to Exhibit 10.22 to the Quarterly Report on Form 10-Q filed by Rainmaker on November 14, 2002.
|---- | ------------------------------------------------------------------------------------------------------------------------

|(20) | Incorporated by reference to Exhibit 10.23 to the Quarterly Report on Form 10-Q filed by Rainmaker on November 14, 2002.
|---- | ------------------------------------------------------------------------------------------------------------------------

|(21) | Incorporated by reference to Exhibit 10.24 to the Quarterly Report on Form 10-Q filed by Rainmaker on November 14, 2002.
|---- | ------------------------------------------------------------------------------------------------------------------------

|(22) | Incorporated by reference to Exhibit 10.25 to the Quarterly Report on Form 10-Q filed by Rainmaker on November 14, 2002.
|---- | ------------------------------------------------------------------------------------------------------------------------

|(23) | Incorporated by reference to Exhibit 10.26 to the Quarterly Report on Form 10-Q filed by Rainmaker on November 14, 2002.
|---- | ------------------------------------------------------------------------------------------------------------------------

|(24) | Incorporated by reference to Exhibit 10.31 to the Quarterly Report on Form 10-Q filed by Rainmaker on May 15, 2003.
|---- | -------------------------------------------------------------------------------------------------------------------

|(25) | Incorporated by reference to Exhibit 10.32 to the Quarterly Report on Form 10-Q filed by Rainmaker on August 14, 2003.
|---- | ----------------------------------------------------------------------------------------------------------------------

|(26) | Incorporated by reference to Exhibit 10.36 to the Quarterly Report on Form 10-Q filed by Rainmaker on August 16, 2004.
|---- | ----------------------------------------------------------------------------------------------------------------------

|(27) | Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Rainmaker on February 11, 2005.
|---- | --------------------------------------------------------------------------------------------------------------------

|(28) | Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Rainmaker on February 25, 2005.
|---- | --------------------------------------------------------------------------------------------------------------------

|(29) | Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Rainmaker on February 25, 2005.
|---- | --------------------------------------------------------------------------------------------------------------------

|(30) | Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Rainmaker on July 5, 2005.
|---- | ---------------------------------------------------------------------------------------------------------------

|(31) | Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Rainmaker on May 16, 2006.
|---- | ---------------------------------------------------------------------------------------------------------------

|(32) | Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Rainmaker on September 19, 2006.
|---- | ---------------------------------------------------------------------------------------------------------------------

|(33) | Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Rainmaker on November 13, 2006.
|---- | --------------------------------------------------------------------------------------------------------------------

|(34) | Incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by Rainmaker on January 31, 2007.
|---- | -------------------------------------------------------------------------------------------------------------------

|(35) | Incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed by Rainmaker on January 31, 2007.
|---- | -------------------------------------------------------------------------------------------------------------------

|(36) | Incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K filed by Rainmaker on January 31, 2007.
|---- | -------------------------------------------------------------------------------------------------------------------

|(37) | Incorporated by reference to Exhibit 99.5 to the Current Report on Form 8-K filed by Rainmaker on January 31, 2007.
|---- | -------------------------------------------------------------------------------------------------------------------

|(38) | Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Rainmaker on February 5, 2007.
|---- | -------------------------------------------------------------------------------------------------------------------

|(39) | Incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by Rainmaker on February 5, 2007.
|---- | -------------------------------------------------------------------------------------------------------------------



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|(40) | Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Rainmaker on July 24, 2007.
|---- | ----------------------------------------------------------------------------------------------------------------

|(41) | Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Rainmaker on September 20, 2007.
|---- | ---------------------------------------------------------------------------------------------------------------------

|(42) | Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Rainmaker on November 21, 2007.
|---- | --------------------------------------------------------------------------------------------------------------------

|(43) | Incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by Rainmaker on November 21, 2007.
|---- | --------------------------------------------------------------------------------------------------------------------

|(44) | Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Rainmaker on May 21, 2008.
|---- | ---------------------------------------------------------------------------------------------------------------

|(45) | Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Rainmaker on July 2, 2008.
|---- | ---------------------------------------------------------------------------------------------------------------

|(46) | Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Rainmaker on October 7, 2008.
|---- | ------------------------------------------------------------------------------------------------------------------

|(47) | Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Rainmaker on September 30, 2009.
|---- | ---------------------------------------------------------------------------------------------------------------------

|(48) | Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Rainmaker on September 30, 2009 .
|---- | ----------------------------------------------------------------------------------------------------------------------

|(49) | Incorporated by reference to Exhibit 10.1 to the Current Report on Form 10-Q filed by Rainmaker on November 13, 2009.
|---- | ---------------------------------------------------------------------------------------------------------------------

|(50) | Incorporated by reference to Exhibit 10.2 to the current Report on Form 10-Q filed by Rainmaker on November 13, 2009.
|---- | ---------------------------------------------------------------------------------------------------------------------

|(51) | Incorporated by reference to Exhibit 10.1 to the current Report on Form 8-K filed by Rainmaker on December 8, 2009.
|---- | -------------------------------------------------------------------------------------------------------------------

|(52) | Incorporated by reference to Exhibit 14 to the Annual Report on Form 10-K filed by Rainmaker on March 18, 2004.
|---- | ---------------------------------------------------------------------------------------------------------------

|(53) | Incorporated by reference to Exhibit 23.2 to the Registration Statement on Form S-1 filed by Rainmaker (Reg. No. 333-86445).
|---- | ----------------------------------------------------------------------------------------------------------------------------

| | Confidential treatment has previously been granted by the Commission for certain portions of the referenced exhibit.
|- | --------------------------------------------------------------------------------------------------------------------

|* | Management contracts or compensatory plan or arrangement.
|- | ---------------------------------------------------------

|· | Confidential treatment has been requested from the Commission for certain portions of the referenced exhibit.
|- | -------------------------------------------------------------------------------------------------------------



97



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SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007



|                                 |  |                            |     |                                      |   |      |              |  |   |                      |   |  |   |    
|-------------------------------- |  | -------------------------- | --- | ------------------------------------ | - | ---- | ------------ |  | - | -------------------- | - |  | - | ---
|Description                      |  | Balance atBeginningof Year |     | AdditionsCharged toCosts andExpenses |   |      | Deductions * |  |   | Balanceat Endof Year
|                                 |  | (in thousands)            
|Allowance for doubtful accounts: |  |                            |     |                                      |   |      |              |  |   |                      |   |  |   |    
|Year ended December 31, 2009     |  | $                          | 550 |                                      | $ | (311 | )            |  | $ | (181                 | ) |  | $ | 58 
|Year ended December 31, 2008     |  | $                          | 285 |                                      | $ | 637  |              |  | $ | (372                 | ) |  | $ | 550
|Year ended December 31, 2007     |  | $                          | 233 |                                      | $ | 408  |              |  | $ | (356                 | ) |  | $ | 285



|* | Uncollectible accounts written off, net of recoveries.
|- | ------------------------------------------------------



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Campbell, State of California, on the 31st day of March 2010.



RAINMAKER SYSTEMS, INC.By:

/s/    MICHAEL
SILTONMichael Silton, President, Chief Executive Officer and Director (Principal Executive
Officer)By:

/s/    STEVE
VALENZUELASteve Valenzuela, Senior Vice President, Finance, Chief Financial Officer and Corporate
Secretary (Principal Financial Officer and Principal Accounting Officer)By:

/s/    ALOK
MOHANAlok Mohan, Chairman of the BoardBy:

/s/    ROBERT
LEFFRobert Leff, DirectorBy:

/s/    MITCHELL
LEVYMitchell Levy, DirectorBy:

/s/    BRADFORD
PEPPARDBradford Peppard, Director




99