RAND WORLDWIDE INC

PHILIP LIVINGSTON — Mr. Livingston was elected to the Board of Directors on November 10, 2014. He has served as Chief Executive Officer and a director of Ambassadors Group, Inc., a provider of educational travel experiences and online education research materials, since May 2014. Prior to joining Ambassadors Group, Mr. Livingston was Chief Executive Officer of LexisNexis Web Based Marketing Solutions until October 2013. He joined LexisNexis in April 2009 as Senior Vice President of Practice Management and served in executive management positions from April 2009 to October 2013. Mr. Livingston has, in the past, served as Chief Financial Officer for Celestial Seasonings, Inc., Catalina Marketing Corporation and World Wrestling Entertainment. From 1999 to 2003 he served as President of Financial Executives International, the leading professional association of chief financial officers and controllers. In that role he led the organization’s support of regulatory and corporate governance reforms culminating in the Sarbanes-Oxley Act. Mr. Livingston is presently a director of the following companies with a class of securities registered pursuant to Section 12 of the Exchange Act: Ambassadors Group, Inc. and SITO Mobile. In the past, he has served on numerous public and private company boards including Broadsoft Corporation, Insurance Auto Auction, Cott Corporation, MSC Software and Seitel Inc.

DAVID SCHNEIDER — Mr. Schneider joined the Board of Directors on November 10, 2014. He is a Partner of 3K Limited Partnership with 20 years of business experience including 15 years in private equity and debt investing. Prior to joining 3K Limited Partnership, for over twelve years Mr. Schneider was with Main Street Resources, a middle market private equity firm. As a Partner with Main Street Resources, Mr. Schneider was responsible for all facets of the firm’s activities including fund raising, deal sourcing and execution, and worked closely with the firm’s portfolio companies at the board and management level. Prior to his service with Main Street Resources, he spent time with J.H. Whitney & Co., an alternative asset investment firm, and MCG Global, a boutique merchant banking firm. Mr. Schneider started his career with Price Waterhouse LLP. He is a Certified Public Accountant and holds a BS from Bryant College and an MBA from Bentley College. Mr. Schneider is presently a Director of The Roberts Company and has served as Director/Advisor for over a dozen companies including Glass America, Morgan Contracting, Vertex Fasteners, Sage Parts Plus, Black Clawson, and Midasco.

Following the completion of the Tender Offer on November 3, 2014 and in accordance with its planned reorganization, former Directors Richard Charpie, Marc L. Dulude, Manu Parpia and Charles D. Yie resigned from the Board of Directors. In addition, the size of the Board was reduced from six to four, and Messrs. Livingston and Schneider were elected to the Board on November 10, 2014 to fill the resulting vacancies. During the fiscal year ended June 30, 2014 and until November 3, 2014, the Board had established a separately-designated Audit Committee and a separately-designated Compensation Committee. The reconstituted Board determined, given its small size and the fact that all but one of the current directors is independent, that the Company would be best served by dissolving those committees and having the full Board of Directors oversee those committee functions directly. Thus, all business that would have previously come before the Audit Committee and Compensation Committee come before the full Board for consideration. Information regarding the former Audit Committee and Compensation Committee is provided below.

Compensation Committee — Prior to November 2014, Messrs. Yie and Parpia were appointed to serve as the members of the Compensation Committee. As noted above, the full Board of Directors now functions as the Compensation Committee. The Compensation Committee was charged with reviewing and determining the compensation of the Chief Executive Officer and the other members of the senior management of the Company, subject to approval from the full Board. On an annual basis, the Chief Executive Officer evaluates the compensation of the senior management team based on their performance and peer comparisons and makes recommendations to the full Board as to the compensation level for those positions for the coming year. During the fiscal year ended June 30, 2015, the Compensation Committee held one official meeting and did not operate under a written charter.

Mr. Dulude resigned on November 3, 2014. During his term of service, he was party to an employment agreement with the Company that entitled him to an annual base salary that was set at $319,000 plus an annual bonus targeted at $228,000 for fiscal year 2014, based on his achievement of certain performance goals established from time to time, and subject to annual review by the Compensation Committee. The agreement also entitled Mr. Dulude to participate in any long term incentive plan that may be adopted by the Board. Mr. Dulude was also entitled to participate in the Company’s benefit programs to the same extent as, and subject to the same terms, conditions and limitations applicable to, other employees of the Company, including 401(k) plan participation, life, health, dental, accident and short term and long term disability insurance. The agreement provided that if the Company were to terminate the agreement without “Cause” (as defined in the agreement) or in the event of Mr. Dulude’s death or disability, then Mr. Dulude would be entitled to salary and benefits continuation for a period of twelve (12) months provided that Mr. Dulude (or his estate, as the case may be) executed and delivered a release and waiver of claims acceptable to the Company within twenty eight (28) days of the termination. If Mr. Dulude were terminated by the Company with Cause or if Mr. Dulude were to voluntarily resign, then his agreement provided that he would be entitled only to the amount owed for work done prior to the termination or resignation. In connection with his employment agreement, Mr. Dulude executed a Confidentiality Agreement pursuant to which he agreed, among other things, not to compete with the Company or any of its affiliates, during the term of his employment or for 12 months thereafter. In connection with his resignation, Mr. Dulude received severance in the form of continued base salary for 12 months and the costs associated with continuing his employee benefits during such 12-month period, including medical coverage under the Company’s insurance plans.