Replies to post #371 on Rainmaker Systems, Inc. (VCTL)

[FergusVI]

Have not heard a plausible explanation for these events...it's all old news and deal already happened.

Item 2.04 - Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.
On June 29, 2015, Rainmaker Systems, Inc. ("the Company") received a notice of default from investors (the "Majority Investors") holding $2,225,000 of the outstanding principal amount of the Company's secured convertible promissory notes (the “Convertible Notes”) and $1,112,500 of the outstanding principal amount of the Company’s supplemental secured promissory notes (the “Supplemental Notes”). The notice of default stated that an event of default had occurred under the Convertible Notes and Supplemental Notes as a result of the Company’s failure to make a required payment on indebtedness in excess of $100,000 to Banc of America Leasing & Capital, LLC, and declared all principal and accrued interest outstanding under the Convertible Notes and Supplemental Notes held by the Majority Investors to be immediately due and payable.

The issuance of the Convertible Notes and Supplemental Notes was previously reported on the Company’s Current Report on Form 8-K filed with the Commission on July 21, 2014 and under Item 5 of Part II of the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 14, 2014. An amendment to the Convertible Notes and Supplemental Notes was previously reported on the Company's Current Report on Form 8-K filed with the Commission on January 29, 2015. As of the date hereof, the aggregate outstanding principal amount of the Convertible Notes and the Supplemental Notes together is $5,850,000. Amounts outstanding under the Convertible Notes and Supplemental Notes accrue interest at a non-default rate of 5% per annum and a default rate of 15% per annum. At June 29, 2015 accrued interest on the Convertible Notes and the Supplemental Notes was $408,282. The Convertible Notes and Supplemental Notes are secured by a first lien on substantially all of the Company’s consolidated assets.

On June 29, 2015, the Company received a notification of disposition of collateral from the collateral agent for the holders of the Convertible Notes and Supplemental Notes notifying the Company that a foreclosure sale of all or substantially all of the Company’s assets would take place on July 14, 2015. If the Majority Investors and collateral agent elect to proceed with the foreclosure sale of the Company’s assets, upon completion of such sale the Company would no longer be able to continue as a going concern and would immediately cease operations. The Majority Investors have represented to the Company that in the event of a foreclosure sale in which the Majority Investors acquire the Company’s assets, their intent would be to continue operating the ViewCentral business in a separate legal entity that continues existing contractual agreements with the Company’s ViewCentral customers.
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Item 8.01. Other Events

As previously disclosed in the Current Report on Form 8-K of Rainmaker Systems, Inc. (the "Company") filed with the Commission on July 2, 2015, the Company received a notification of disposition of collateral from the collateral agent for the holders of the Company's Convertible Notes and Supplemental Notes (the "Note Holders") notifying the Company that a foreclosure sale of all or substantially all of the Company's assets would take place on July 14, 2015.
On July 14, 2015, the Note Holders and collateral agent proceeded with the foreclosure sale of the Company's assets, and the Note Holders acquired all or substantially all of the Company's assets. The Note Holders have initiated the transition of the ViewCentral business to a separate legal entity that intends to continue existing contractual agreements with the Company's ViewCentral customers.

The Company intends to continue to operate the ViewCentral business under a service arrangement during this transition period, after which the Company and its subsidiaries will be dissolved.