On December 1, 2014, James Hopkins resigned as a Class II director and Chairman of the Board of Rainmaker Systems Inc. Mr. Hopkins has served as director of the Company since December 2013. His resignation is due to personal reasons and is not the result of any dispute or disagreement relating to the Company's operations, policies or practices. Mr. Hopkins will continue to work with the Company as an uncompensated advisor to the Board of Directors.

On December 1, 2014, C. Finnegan Faldi resigned as a Class I director of the Company. Mr. Faldi has served as a director of the Company since November 2012. His resignation is due to personal reasons and is not the result of any dispute or disagreement relating to the Company's operations, policies or practices.

On December 1, 2014, Eric Salzman resigned as a Class III director of the Company. Mr. Salzman has served as a director of the Company since October 2013. His resignation is due to personal reasons and is not the result of any dispute or disagreement relating to the Company's operations, policies or practices.

Both Mr. Faldi and Mr. Salzman served on the Company's Audit Committee, the Compensation Committee, and its Corporate Governance and Nominating Committee. No replacement members have been named. The Chairman of the Board position will remain vacant pending future Board changes.