Delaware
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33-0442860
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On November 6, 2014, the Company also received a notice of default from investors (the "Majority Investors") holding $1,800,000 of the outstanding principal amount of the Company's secured convertible promissory notes (the "Convertible Notes") and $900,000 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 repay the above-referenced Revolving Notes when due, 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. As of the date hereof, the aggregate outstanding principal amount of the Convertible Notes and the Supplemental Notes together is $4,635,000. Amounts outstanding under the Convertible Notes and Supplemental Notes accrue interest at a non-default rate of 8% per annum and a default rate of 15% per annum. At November 6, 2014 accrued interest on the Convertible Notes and the Supplemental Notes was $117,651. The Convertible Notes and Supplemental Notes are secured by a first lien on substantially all of the Company's consolidated assets.
Rainmaker Systems, Inc.
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Date: November 12, 2014
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By:
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/s/ Bryant Tolles, III
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Bryant Tolles, III
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Chief Financial Officer
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