RACKWISE, INC. (OTCMKTS:RACK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Election of Additional New Directors and Confirmation
of the Current Board and CEO

(d) On April 5, 2017, at a properly called and noticed special
meeting (the April 5, 2017 Special Meeting) of the current and
valid Board of Directors (the Board) of Rackwise, Inc., a Nevada
corporation (the Company), with quorum present, the Board elected
each of Craig Whited, John Todd and Jay Schiffman as a new
director of the Company (collectively, the New Directors),
effective immediately. The Board may elect in the future to
appoint some or all of the New Directors to any committees of the
Board.

In addition, at the Special Meeting, the Board approved,
confirmed and ratified as of April 5, 2017 and going forward
that:

In connection with their election as directors of the Company,
the Board may award to the New Directors in the future such cash
and/or equity incentive compensation as it determines to be
appropriate for the services that they provide to the Board.As of
the date of this Form 8-K, no cash or equity grant or award has
been made or other compensation paid to the New Directors in
connection with their election.

There is no arrangement or understanding between any of the New
Directors and any other persons to which the New Directors were
elected as directors of the Company.There are no family
relationships between any of the New Directors and any of the
Companys officers and directors.Other than as set forth in this
Form 8-K, there are no other transactions to which the Company or
any of its subsidiaries is a party in which the New Directors
have a material interest subject to disclosure under Item 404(a)
of Regulation S-K.

Past Improper Appointment of Two Individuals to the
Board and Improper Election of New Management

On February 17, 2017, certain individuals purportedly
representing the Company filed a Current Report on Form 8-K (the
2/17/17 Form 8-K) indicating that two additional directors had
been appointed at an alleged special meeting, or as a result of
other actions of the Board, on February 2, 2017 (the Improper
2/2/17 Special Meeting) and further, that these appointments were
allegedly ratified and certain other actions were approved at a
purported special meeting of the Board on February 3, 2017 (the
Improper 2/3/17 Special Meeting). According to the 2/17/17 Form
8-K, the Improper 2/2/17 Special Meeting and Improper 2/3/17
Special Meeting were called by Michael Feinberg and John Kyees
(both of whom are current and valid directors of the Company) to
Section 4.4(iii) of the Company’s Bylaws which permits a special
Board meeting to be called by any two directors.

Subsequent to the filing of the 2/17/17 Form 8-K, it had come to
the Company’s attention that Mr. Kyees never agreed to call the
Improper 2/2/17 Special Meeting and the Improper 2/3/17 Special
Meeting, and only attended telephonically the Improper 2/3/17
Special Meeting after being summoned to do so without notice. In
addition, Mr. Kyees never properly ratified and/or approved the
actions taken at either of these invalid board meetings.
Furthermore, even if the Improper 2/2/17 Special Meeting and the
Improper 2/3/17 Special Meeting had been validly called, the only
members of the Board that attended those meetings were Messrs.
Kyees and Feinberg, and neither Messrs. Archbold nor Henderson
were notified or attended such meetings. Therefore, such
purported special meetings lacked a quorum of the Board necessary
to take any Board actions and any action supposedly taken at
these meetings lacked the majority approval of the existing Board
which currently requires the affirmative vote of three of the
four Directors.

Accordingly, any actions taken at the Improper 2/2/17 Special
Meeting and Improper 2/3/17 Special Meeting were invalid, null
and void, as further confirmed and ratified by the Board at the
April 5, 2017 Special Meeting described above. Therefore, as
discussed above:

In light of the above, the Company and the Board intends to
evaluate and may pursue claims (among other actions) against each
of Bart Richert and Patrick Imeson and/or their affiliates for
(among other things) (i) damages caused to the Company as a
result of their actions described above, (ii) reckless and
intentional disregard of the Companys Bylaws and Nevada corporate
law, (iii) reckless and intentional damages caused to the
Companys business and financial condition, and (iv) other
potential claims against other parties who may have otherwise
been involved in conjunction with the actions described above.

Alleged Actions by Certain
Warrantholders

It has come to the Companys attention that on March 22, 2017, (i)
Rackwise Funding II, LLC (RF II) purportedly exercised its
warrants to purchase 1,448,400 shares of the Companys common
stock in accordance with the warrants allegedly held by RF II,
LLC, and that in connection with such exercise, RF II purportedly
delivered funds in the sum of $14,484.00 to the Company to
exercise such warrants, and (ii) Triple R-F, LLC (Triple R-F)
purportedly exercised its warrants to purchase 9,638,740 shares
of the Companys common stock in accordance with the warrants
allegedly held by Triple R-F, and that in connection with such
exercise, Triple R-F purportedly delivered funds in the sum of
$96,387.40 to the Company to exercise such warrants. Such actions
were purportedly done by presenting valid warrant exercise
instruments and sufficient funds to individual(s) who were not
authorized to act on behalf of the Company and who were not
serving in any official or formal management, executive or other
capacity with the Company.

Accordingly, as of the date of this Form 8-K, the Company has not
been able to confirm whether the exercise of such warrants was
valid or whether sufficient funds to pay for the exercise price
were delivered, and the Company is investigating these alleged
warrant exercises. Furthermore, under the terms of such Warrants,
until these warrants are properly exercised, (i) the holders of
these warrants are not entitled to vote or deemed the holder of
any other securities of the Company that may at any time be
issuable on the exercise hereof, nor (ii) shall anything be
construed to confer upon such warrantholders the rights of a
stockholder of the Company or the right to vote for the election
of directors or upon any matter submitted to stockholders of the
Company at any meeting thereof (including lacking the right to
remove any directors of the Company).

Therefore, until these warrants are validated and properly
exercised, any purported actions by such warrantholders as
described in the Current Reports on Form 8-K filed by certain
individuals purportedly representing the Company with the SEC on
March 23, 2017, as amended on the same date, and April 5, 2017,
as amended on the same date, should be disregarded and are not,
and never were, effective, and these Current Reports were
erroneously and improperly filed by persons without authority to
do so.

In addition, the Company intends to further investigate whether
any of such warrantholders and/or their affiliates (x) engaged in
any activity that resulted or would result through the exercise
of such warrants in a breach of their fiduciary duties to the
Company and its shareholders and/or (y) were subject to a
conflict of interests as a result of their purported actions
described above and what the Company ultimately believes is the
purpose of such parties underlying such actions.

Biographies of Newly Elected Directors

Craig Whited Mr. Whited is a retired senior corporate
executive with more than 20 years of extensive management,
finance and consulting experience, including as a director of a
public company. From 1996 to 2007, Mr. Whited served as a member
of the board of directors and audit committee chairman and audit
committee financial expert of O.I. Corporation (dba O.I.
Analytical), a former NASDAQ listed technology company prior to
its acquisition by ITT Corporation. From 1988 to 2004, Mr. Whited
served as the President and Chief Executive Officer of The Oxford
Group, Inc., a firm that provides management and financial
consulting services, including acquisition analysis,
administrative practices, corporate and financial planning,
strategic planning, management information systems and joint
ventures to clients ranging in size from $2 million to $750
million with activities in manufacturing, distribution, high
technology, research and development, financial services,
construction and building products. Prior thereto, Mr. Whited
served as the Senior Vice President and Chief Financial Officer
of Bridgewater Resources Corporation and as the President and
Chief Operating Officer of Connor Forest Industries, Inc. Mr.
Whited played a significant management and finance role with
these companies, including management selection, corporate
finance and other operations roles. Prior to beginning his
corporate career, Mr. Whited was a U.S. decorated combat pilot,
flight leader and director of logistics, having served 21 months
in combat. Mr.Whited received his Bachelor of Arts degree in
Economics, with a minor in Accounting, from UCLA and a MBA degree
in Finance and Information System Design from UCLA Graduate
School of Management. Mr. Whited is a member of the Financial
Executives Institute, the American Institute of CPA’s and the
California Society of CPA’s.

John Todd Mr. Todd currently serves as the President and
Chief Executive Officer of Royalty Capital Corporation (RCC), an
Illinois-based financial holding company that will provide
financing and management for its subsidiary, Royalty Life
Insurance Company, a company engaged in marketing, underwriting
and distributing a broad range of individual life and annuity
insurance products. During his tenure with RCC, Mr. Todd has
solicited and established a board of directors, hired and trained
salesforce, raised initial significant capital to provide working
capital and for strategic acquisitions. Since 2017, Mr. Todd has
also been serving as the President and Chief Executive Officer of
Capital Reserve Life Insurance Company, an Illinois-based 95-year
old life insurance company. Mr. Todd has 40 years experience in
the insurance and securities industries. Mr. Todd has been a
Regional Director of Texas Republic Capital Corporation, District
Manager of First Trinity Financial Corporation, Senior Managing
Director of Wealth Management at B.C. Ziegler Co., Executive Vice
President Sales at Disciplined Investment Advisors and Senior
Vice President Institutional sales of Latin American research at
Rodman Renshaw. Mr. Todd has been responsible for planning and
executing top and bottom line goals, building large sales
organizations and product development including, sourcing,
structuring, and placing in excess of $1 Billion of private
placements, non-traded public securities and debt instruments. He
has served on executive management committees, risk committees,
new product committees, and retirement committees. Mr. Todd
received his Bachelor of Arts degree in Spanish, with a minor in
Portuguese, from Penn State University.

Jay Schiffman Mr. Schiffman is a retired senior
investment banking, securities and finance executive with 28
years of extensive investment banking, securities sales and
corporate finance experience. Mr. Schiffman currently serves on
the advisory board of Quadra FNX Mining, a private Vancouver,
British Columbia-based company that produces and explores for
various precious metals. From 1976 Mr. Schiffman held various
sales, management and other positions within the securities
industry until his retirement in 2002. From 1974 to 1976, Mr.
Schiffman served as the Vice President with McKeen-Herzog
Management Corporation, McKeen Co. and Merritt Investment Funds.
Since retiring, Mr. Schiffman has selectively accepted advisory
positions with various former clients and business associates.
During his career, Mr. Schiffman has held various positions with
some of the oldest and largest firms on Wall Street, including as
a Senior Vice President at Lehman Brothers, Partner and Principal
in Boettcher Co. (a highly respected regional bond underwriter
and investment firm based in Denver, Colorado), Vice President at
Donaldson Lufkin and Jenrette, Branch Manager/special partner at
Cowen Co’s San Francisco office focusing on technology and
healthcare, as well as holding principal positions in several
investment banking firms. Mr. Schiffmans duties at such firms
included management, securities sales, private investment
funding, acquisition and mergers, compliance and various
investment banking activities in the U.S. Canada and Hong Kong.
Mr.Schiffman is a graduate of the University of Colorado.

About RACKWISE, INC. (OTCMKTS:RACK)

RACKWISE, Inc. is engaged in software development. The Company operates within the data center infrastructure management (DCIM) market for enterprise information technology (IT) and facilities infrastructure, data center management, monitoring and optimization. The Company’s data center infrastructure management software suite of software, branded as RACKWISE DCiM X software, is used by over 150 companies around the world to manage, measure, track, plan, optimize costs and efficiency of their enterprise IT assets and data center infrastructures. RACKWISE DCiM X enables intelligent management of users’ entire enterprise’s data center infrastructure environment, including centralized management and visualization of floorplans, assets, visualization of power, cooling and rack capacities, connection management, real-time monitoring, failure and what-if scenario analysis, and green reporting, as well as reporting and business analytics, and intelligent capacity planning.

RACKWISE, INC. (OTCMKTS:RACK) Recent Trading Information

RACKWISE, INC. (OTCMKTS:RACK) closed its last trading session 00.000 at 0.200 with 104 shares trading hands.