PROPOSAL 2

APPROVAL, FOR PURPOSES OF complying with NASDAQ Listing Rule 5635( d ), OF the issuance of shares of Class A common stock pursuant to the terms of the Notes without giving effect to the exchange cap set forth therein in an amount that may exceed 20% of our issued and outstanding shares of Class A common stock before the issuance of the Notes and the exercise of our Series G Warrants without giving effect to the exercise floor price set forth therein

(Item No. 2 on Proxy Card)

Our board of directors has adopted resolutions approving, declaring advisable and recommending that our shareholders approve, for purposes of complying with NASDAQ Listing Rule 5635(d), the issuance of shares of Class A common stock pursuant to the terms of the Notes without giving effect to the exchange cap set forth therein in an amount that may exceed 20% of our issued and outstanding shares of Class A common stock before the issuance of the Notes and the exercise of our Series G Warrants without giving effect to the exercise floor price set forth therein, all as described herein.

On April 1, 2016 , we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with unaffiliated institutional investors identified therein (each, an “Investor”), pursuant to which we sold $10,000,000 of units (each, a “Unit”) consisting of a $1.00 Note convertible into our Class A common stock, on the terms further described below, and a Series G Warrant to purchase a fraction of a share of our Class A common stock in a private placement (the “Private Placement”). The purchase price for each Unit was $1.00. On the same day we closed the transaction contemplated by the Purchase Agreement and issued Notes in an aggregate principal amount of $10,000,000 and Series G Warrants exercisable into an aggregate of 4,979,460 shares of shares of Common Stock. The proceeds are to be used to fund working capital and for payment of overdue accounts payable. In connection with the Purchase Agreement, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) whereby we agreed to file a registration statement for the shares of Class A Common Stock issuable pursuant to the terms of the Notes and the Series G Warrants. Additionally, Riverside entered into a Voting Agreement (the “Voting Agreement”) whereby they agreed to vote in favor of this Proposal 2.

NASDAQ Listing Rule 5635(d) (the “20% Rule”) requires a company whose securities are traded on The NASDAQ Capital Market to obtain shareholder approval before the sale, issuance or potential issuance (including upon conversion or exercise of securities) of common stock equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance for less than the greater of book or market value of the stock. With respect to the Notes and the Series G Warrants, the 20% threshold and book and market value of our Class A common stock are measured as of April 1, 2016.

The Notes may be converted into shares of Class A common stock at the lower of a fixed or floating conversion price as further described below. The fixed conversion price was above the market value of the Class A common stock on the date of issuance and the potential issuance of shares of Class A common stock pursuant to the terms of the Notes at the fixed conversion price would exceed 20% of the shares of Class A common stock issued and outstanding on April 1, 2016. The floating conversion price will be at a discount to the market value of the Class A common stock at the time of determination in the future. Further, the terms of the Notes contains a provision customary for this type of convertible notes which allow us, with the prior written consent of the “required holders” (as defined in the Notes), to reduce the then current fixed conversion price to any amount and for any period of time deemed appropriate by our board of directors. Therefore, there is a possibility that the floating conversion price at the time of determination will be lower than the market value of the Class A common stock as of April 1, 2016. In order to comply with the 20% Rule in connection with the issuance of the Notes, the number of shares of our Class A Common Stock issuable pursuant to the terms of the Notes was capped at the amount that could be issued under the 20% Rule without shareholder approval (the “Exchange Cap”).

The aggregate number of shares of Class A common stock issuable upon exercise of the Series G Warrants exceed 20% of the issued and outstanding shares of our Class A common stock as of April 1, 2016. The exercise price of the Series G Warrants exceeded the market value of our Class A common stock as of April 1, 2016. However, if the exercise price in effect on March 31, 2017 exceeds the closing bid price of our Class A common stock on March 31, 2017, the exercise price will be reset to be equal to such closing bid price. Further, the terms of the Series G Warrants contains a provision customary for this type of warrants which allow us, with the prior written consent of the “required holders” (as defined in the Series G Warrants), to reduce the then current exercise price to any amount and for any period of time deemed appropriate by our board of directors. Therefore, there is a possibility that the exercise price of the Series G Warrants in the

future will be lower than the market value of the Class A common stock as of April 1, 2016. In order to comply with the 20% Rule in connection with the issuance of the Series G Warrants, the terms of the Series G Warrants provide that, unless and until such time as we obtain the shareholder approval required pursuant to the 20% Rule, the exercise price of the Series G Warrants may not be adjusted to less than $0.71, as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction (the “Exercise Floor Price”).

Pursuant to the terms of the Purchase Agreement, we are required to call and hold a shareholders meeting no later than June 15, 2016 (75 calendar days after the closing of the private placement) to seek approval from our shareholders of the issuance of the shares of our Class A common stock issuable pursuant to the Notes without giving effect to the Exchange Cap set forth in the Notes and pursuant to the terms of the Series G Warrants without giving effect to the Exercise Floor Price set forth in the Series G Warrants.

Reasons for Shareholder Approval

Our board of directors believes that shareholder approval of this Proposal 2 is desirable for the following reasons:

Need for Additional Capital . We disclosed in our Quarterly Report on Form 10-Q filed on November 9, 2015 that we needed to raise additional capital to continue with our planned turnaround strategy and that if we were unsuccessful in raising additional capital we would be required to curtail our plans to expand our sales and construction capabilities and instead materially reduce operating expenses, dispose of assets, as well as seek extended terms on our obligations, the effect of which would adversely impact future operating results. We worked with an investment bank to attempt to raise additional capital in the form of bank debt or from the sale of debt or equity securities. The only financing transaction that was available to us was the offering of the Notes and our Series G warrants. Our board of directors determined that it was in the best interest of our company and shareholders to close the offering of the Notes and our Series G Warrants because, without it, we expected that there would be a material adverse impact on our future operating results. As described above, we are required pursuant to the terms of the Purchase Agreement to call and hold a shareholders meeting to seek shareholder approval of the issuance of the shares of our Class A common stock issuable pursuant to the terms of the Notes without giving effect to the Exchange Cap and pursuant to the terms of the Series G Warrants without giving effect to the Exercise Floor Price.

Release of Funds under the Notes . Under the terms of the Purchase Agreement and the Notes, we received $750,000 of the proceeds from the sale of the Units in unrestricted cash and the remaining $9.25 million of the proceeds was deposited in five separate Company collateral accounts (the “Control Accounts”), each subject to a deposit account control agreement (the “Control Agreements”) among the Bank of Hawaii, us and the applicable Investor. The funds held in the Control Accounts will be distributed to us on the schedule described below. However, the aggregate amounts released from the Control Accounts cannot exceed a cash amount equal to the principal amount of Notes the conversion of which yields the maximum number of shares of our Class A common stock issuable upon conversion of the Notes in compliance with the 20% Rule, based on the conversion formula set forth in the Notes. This limitation will be eliminated if we obtain shareholder approval pursuant to the 20% Rule. Thereafter, if other conditions to release of funds from the Control Accounts are satisfied, additional funds would be released from the Control Accounts into our unrestricted bank accounts pursuant to the schedule described below.

Payment of Principal and Interest under the Notes in Shares of Class A Common Stock . We must make recurring payment of principal and interest under the Notes and may make such payments in cash, in shares of Class A common stock, or in a combination of cash and shares of Class A common stock. Further, we have the ability to force Note holders to convert their Notes, subject to certain conditions. Our ability to make such payments with shares of Class A common stock or to force Note holders to convert their Notes is subject to satisfaction of various equity conditions. One such equity condition is that the share of Class A commons stock we would issue in connection with such payment or mandatory conversion may be issue without violating the 20% Rule. Another equity condition is that we have obtained the shareholder approval required under the 20% Rule on or before June 15, 2016. If our shareholders do not approve this Proposal 2 before June 15, 2016, we will no longer be eligible to make payments of principal and interest under the Notes with shares of our Class A common stock or to force Note holders to convert their Notes into share of Class A common Stock unless the Note holders waive the applicable equity conditions. If we are unable to make payments of principal and interest under the Notes with shares of Class A common stock, we would be required to make such payment in cash by offsetting against funds held in the Control Accounts or, after first obtaining consent from our senior lender Solar Solutions and Distribution, LLC, from

cash flow from operations and other capital resources, if any. If there are insufficient funds in the Control Accounts, we may be unable to make such payments in cash.

Payment of Exercise Price upon Exercise of Series G Warrants Will Generate Funds . To exercise the Series G Warrants, the holders of the Series G Warrants will pay us a per share exercise price (unless upon a cashless exercise). The exercise price in the Series G Warrants is subject to a one-time reset, as described above. If the Exercise Floor Price is higher than the market value of our Class A common stock on the reset date, the exercise price in the Series G Warrants will be equal to the Exercise Floor Price unless our shareholders have approved this Proposal 2 before then. We do not expect that the holders of the Series G Warrants will exercise the Series G Warrants if the exercise price is above the then-applicable market price of our Class A common stock, and, as a result, we would not receive any additional funds.

Regain Compliance with NASDAQ Listing Rule 5550(b)(2) . On April 14, 2016, we received a letter from NASDAQ, notifying us that we were no longer in compliance with NASDAQ Listing Rule 5550(b)(1) due to our failure to maintain a minimum of $2,500,000 in stockholders’ equity or meet the alternatives of market value of listed securities or net income from continuing operations. We have 45 days, or until May 31, 2016, to submit a plan to regain compliance. If NASDAQ accepts our plan, NASDAQ may grant to us an extension of up to 180 calendar days from the date of the letter, or October 11, 2016, to provide evidence of compliance. We intend to submit a compliance plan to NASDAQ on or before the May 31, 2016 deadline. If NASDAQ does not accept our plan, NASDAQ will notify us that our Class A common stock is subject to delisting. We will have the opportunity to appeal that decision to a NASDAQ hearings panel. Even if NASDAQ accepts our compliance plan, there can be no assurance that we will be successful in regaining compliance with NASDAQ Listing Rule 5550(b)(1).

We are evaluating available alternatives to regain compliance but have not yet prepared a compliance plan for submission to NASDAQ nor decided on our course of action. Our compliance plan likely will consist of several components that we believe, if successfully executed, in the aggregate, will allow us to regain compliance. Generally, we believe that such components should involve actions that will reduce debt and derivative warrant liability and increase equity. We may determine that it is in the best interest of our company and our shareholders to raise additional capital in financing transactions allowing us to increase equity with minimal increase in debt or derivative warrant liability. We may also determine that it is advisable to approach existing debtholders and security holders with the goal of reaching agreement to, for example, convert debt to equity, exchange debt securities for equity securities, exchange warrants causing derivative warrant liability for equity securities, accelerate conversion of debt into equity, and accelerate exercise of warrants (which, for example, could result in the Series G Warrants becoming exercisable before their current October 1, 2016 exercisability date). We do not currently have any definitive plans to take any of the described actions. Some of the components we ultimately decide to include in our compliance plans likely will require that we first obtain consent of the Note holders, and perhaps other of our securities holders, as well as NASDAQ before we may take action, which we may not be able to obtain.

We believe that shareholder approval of Proposal 2 may in itself assist in our effort to regain compliance with NASDAQ Listing Rule 5550(b)(1). For example, if our shareholders approve Proposal 2, Note holders will be able to convert their Notes into share of Class A common stock and we may be eligible to pay principal and interest under the Note in shares of Class A common stock without being limited by the 20% Rule, thereby reducing debt and increasing equity.

The amount released pursuant to the Notes and the Control Agreements on each of these dates will be reduced to an amount equal to the lesser of the value of the shares of Class A common stock (i) covered by an effective resale registration statement, (ii) the Note holders are eligible to resell under Securities Act Rule 144, or (iii) eligible for issuance under the NASDAQ Listing Rules without shareholder approval (which limitation is eliminated after the Company has obtained such shareholder approval), if applicable, based on the conversion formula in the Notes.

All amounts outstanding under the Notes mature and are due and payable on or before April 1, 2019. Before maturity, the Notes bear interest at 8% per annum (or 18% per annum during an event of default) with interest payable monthly in arrears on the Installment Dates (as defined below) and on conversion dates.

On the last business day of each month, commencing on July 29, 2016 (each, an “Installment Date”), the Company is obligated to pay the Note holders a total amount equal to (i) $312,500 (representing 1/32nd of the original principal amount of the Notes) or the principal outstanding on the Installment Date, if less, plus (ii) the accrued and unpaid interest with respect to such principal, plus (iii) the accrued and unpaid late charges (if any) with respect to such principal and interest, and plus (iv) any amount deferred or accelerated by a Note holder, as discussed below. Each Installment Date payment may be made in cash, in shares of Class A common stock, or in a combination of cash and shares of Class A common stock. The Company’s ability to make such payments with shares of Class A common stock will be subject to satisfaction of various equity conditions during a 20 trading day-period before the applicable date of determination (the “Measurement Period”), including the existence of an effective registration statement covering the resale of the shares issued in payment (or, in the alternative, the eligibility of the shares issuable pursuant to the Notes for resale without restriction under Securities Act Rule 144), continued listing on The NASDAQ Capital Market, and a certain minimum trading volume and minimum trading price of the Class A common stock. If making an Installment Date payment in shares of Class A common stock, the Company is required to deliver a preliminary number of shares of Class A common stock 23 days before the applicable Installment Date and, if applicable, an additional number of shares of Class A common stock on the Installment Date, in each case, based on formula set forth in the Notes. Generally, the aggregate number of shares of Class A common stock delivered in connection with an Installment Date will be valued at the lower of (i) the then

applicable fixed conversion price (see below), (ii) a price that is 85% of the arithmetic average of the five lowest volume-weighted average prices of the Class A common stock during the 20 trading day period ending the trading day immediately before the date of determination, and (iii) a price that is 85% of the volume-weighted average price of the Class A common stock on the trading day immediately before the date of determination. Any payments due to a Note holder may be off-set against any amount in such Note holder’s collateral account described above.

A Note holder may deliver a notice to the Company no later than the business day immediately before an Installment Date electing to have all or a portion of the payment otherwise due on such Installment Date deferred until a subsequent Installment Date elected by the Holder. Any deferred amount will continue to accrue interest. Further, a Note holder may deliver a notice to the Company no later than the third business day immediately before an Installment Date electing to accelerate all or a portion of any amounts scheduled to be paid on future Installment Dates after the applicable Installment Date and request that such accelerated amount be paid in shares of Class A common stock on the applicable Installment Date.

The Notes are convertible at any time, at the option of the holders, into shares of Class A common stock at the lower of a fixed and floating conversion price. The initial fixed conversion price is $0.8033 per share, subject to adjustment for stock splits and similar events. The floating conversion price is equal to the lowest of (i) 85% of the arithmetic average of the five lowest volume-weighted average prices of the Class A common stock during the 20 consecutive trading day period ending on the trading day immediately preceding the delivery of the applicable conversion notice by such holder of Notes, (ii) 85% of the volume-weighted average price of the Class A common stock on the trading day immediately preceding the delivery of the applicable conversion notice by such holder of Notes, and (iii) 85% of the volume-weighted average price of the Class A common stock on the trading day of the delivery of the applicable conversion notice by such holder of Notes.

Once every six months and subject to certain conditions, the Company has the right to require all holders of the Notes, but not less than all, to convert all or any portion of a Note equal to at least $1,000,000 (or such lesser amount outstanding under a Note) into shares of Class A common stock at the conversion price described in the preceding paragraph.

The conversion price used to calculate the number of shares issuable upon conversion of the Notes by the Company or the Note holders may not be less than $0.25 per share (which is not subject to adjustment for stock splits and similar events). If the conversion price to be used for calculating the shares of Class A common stock issuable would have been less than $0.25 per share but for such limitation, the Company is obligated to issue shares of Class A common stock at a conversion price of $0.25 and pay cash to the Note holders in an amount calculated pursuant to formulas set forth in the Notes.

A holder may not convert a Note and the Company may not issue shares of Class A common stock upon conversion of a Note, including as repayment of principal and interest on an Installment Date, if, after giving effect to the conversion, a holder together with is “attribution parties,” would beneficially own in excess of 9.99% of the outstanding shares of Class A common stock. At each holder’s option, the cap may be increased or decrease to any other percentage not in excess of 9.99%, except that any increase will not be effective until the 61st day after notice to the Company.

The Company may not issue any shares of Class A common stock under the Notes if the issuance would exceed the aggregate number of shares of Class A common stock the Company may issue in the private placement under applicable NASDAQ Listing Rules unless the Company first obtains shareholder approval of such issuance.

The Notes contain customary events of default, the occurrence of which trigger certain acceleration and redemption rights. These events of default include, among other things, failure to make payments or deliver shares of Class A common stock under the Notes, breaches of representations, warranties or covenants under the transaction documents, certain indebtedness defaults, and material adverse events. Upon the occurrence of an event of default under the Notes, a holder of a Note may require the Company to redeem all or a portion of its Note. Each portion of the Note subject to such redemption must be redeemed by the Company, in cash, at a price equal to the greater of (i) 125% of the amount being redeemed (including principal, accrued and unpaid interest, and accrued and unpaid late charges) and (ii) the product resulting from multiplying (A) the amount being redeemed (including principal, accrued and unpaid interest, and accrued and unpaid late charges) by (B) the quotient determined by dividing (I) the greatest closing sale price of the Class A common stock during the period beginning on the date immediately preceding the event of default and ending on the date

the Company pays the entire redemption price to the holder, by (II) the lowest conversion price (see above) in effect during such period. The Note holders may also elect to convert the Notes after the occurrence of an event of default until the 20th trading day immediately following the date such event of default is cured or waived by the Note holders at an event of default conversion price equal to the lowest of (i) the conversion price then in effect, (ii) 70% of the lowest volume-weighted average price of the Class A common stock during the 20 consecutive trading day period ending on the trading day immediately preceding the delivery of the applicable event of default conversion notice, and (iii) 70% of the volume-weighted average price of the Class A common stock on the date of the applicable event of default conversion.

The terms of the Notes prohibit the Company from entering into a “fundamental transaction” (as defined in the Notes) unless the successor resulting from the fundamental transaction assumes all of the obligations of the Company under the Notes and the transaction documents, and, if a successor is publicly-traded, at a holder’s request, such successor issues substantially similar substitute securities. The definition of “fundamental transactions” includes, but is not limited to, mergers, a sale of all or substantially all of the Company’s assets, certain tender offers and other transactions that result in a change of control.

A Note holder may also require the Company to redeem all or a portion of its Note in connection with a transaction that results in a “change of control” (as defined in the Notes). Each portion of a Note subject to such redemption must be redeemed by the Company, in cash, at a price equal to the greater of (i) 125% of the amount being redeemed (including principal, accrued and unpaid interest, and accrued and unpaid late charges) and (ii) the product resulting from multiplying (A) the amount being redeemed (including principal, accrued and unpaid interest, and accrued and unpaid late charges) by (B) the quotient determined by dividing (I) the greatest closing sale price of the Class A common stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the change of control transaction and (y) the public announcement of the change of control transaction and ending on the date the holder delivers a redemption notice to the Company, by (II) the lowest conversion price in effect during such period. The definition of “change of control” means any “fundamental transactions” other than certain transactions that do not result in a change of control.

At any time, so long as certain equity conditions are satisfied, the Company has the right to redeem all or any portion of the amounts outstanding under the Notes, pro rata among Note holders, in cash at a price equal to the greater of (i) 118% of the amount being redeemed (including principal, accrued and unpaid interest, and accrued and unpaid late charges) and (ii) 115% of the product resulting from multiplying (A) the amount being redeemed (including principal, accrued and unpaid interest, and accrued and unpaid late charges) by (B) the quotient determined by dividing (I) the greatest closing sale price of the Class A common stock during the period beginning on the date immediately preceding the date on which the Company delivers a notice of redemption to the Note holders and ending on the redemption date, by (II) the lowest conversion price in effect during such period. The Company may not affect more than one such redemption during any six month period.

The Note holders are entitled to receive any dividend or other distribution of the Company’s assets (or rights to acquire its assets) on an “as if converted into Class A common stock” basis.

The Note holders are also entitled to acquire options, convertible securities or rights to purchase the Company’s securities or property granted, issued or sold pro rata to the holders of its Class A common stock on an “as if converted into Class A common stock” basis.

The Notes include certain covenants, including, among others, restrictions on (i) incurrence of indebtedness, (ii) repayment or redemption of indebtedness, (iii) redemption or repurchase of outstanding securities, (iv) making material changes to the Company’s business, and (v) affiliate transaction; and requirement to maintain subsidiaries, assets and insurance.

The Company granted a security interest in the collateral accounts described above to the Investors to secure the Company’s obligations under the Notes. Upon the occurrence of an “equity condition failure” or on any date after September 30, 2016 on which a “public information failure” (as defined in the Notes) exists or is reasonably expected to occur, a Note holder is entitled to cause any amount remaining in such Note holder’s collateral account to be released to such Note holder.

Description of the Series G Warrants

The Series G Warrants will be exercisable beginning on October 1, 2016 and will expire October 1, 2021. A holder may not exercise any Series G Warrants if exercise would result in the holder beneficially owning more than 9.99% of our Class A common stock. The initial exercise price of the Series G Warrants will be equal to $0.8280, subject to adjustments for stock splits and similar events. Further, if the exercise price of the Series G Warrants on March 31, 2017 exceeds the “closing bid price” (as defined in the Series G Warrants) of the Class A common stock on such date (the “Adjusted Exercise Price”), the exercise price will be reset to the Adjusted Exercise Price. Under certain circumstances, the holders of the Series G Warrants may elect to exercise them through a cashless exercise, in which case the holders will receive upon such exercise the “net number” of shares of Class A common stock determined according to the formula set forth in the Series G Warrant and the Company will not receive the exercise price.

Registration Rights Agreement

We entered into a Registration Rights Agreement with the Investors pursuant to which we agreed to file a registration statement covering at least 200% of the maximum number of shares of Class A common stock underlying the Notes and Series G Warrants. We agreed to file a registration statement within 45 days after the closing of the private placement of the Notes and Series G Warrants. We filed the registration statement on April 20, 2016. The registration statement is not yet effective.

If the registration statement is not declared effective within 75 days (if the registration statement is not subject to a review by the SEC) or 90 days (if the registration statement is subject to a review by the SEC), in each case, after the date of issuance of the Notes and Series G Warrants, or maintained, we will be required to make a cash payment to the Investors equal to 1% of the purchase price of the Notes on the date of such failure and on every 30th day after such failure until such failure is cured. However, no such payment is required after 6 months if the Investors are free to sell the shares without restriction or limitation pursuant to the rules and regulations promulgated by the SEC. The aggregate amount of such payments may not exceed, in the aggregate, 3% of the aggregate principal amount of the Notes outstanding for any 30 day period as determined on the last day of such 30 day period.

Voting Agreement

As a condition to the Investors’ purchase under the Purchase Agreement, Riverside entered into the Voting Agreement pursuant to which Riverside has agreed to vote in favor of this Proposal 2. As of April 19, 2016, Riverside held approximately 13.4% of our issued and outstanding Class A common stock.

Dollar Value of Underlying Securities and Potential Profits on Conversion or Exercise

The following table sets forth the potential profit to be realized upon conversion by the Note holders based on the fixed conversion price on April 1, 2016 and the closing price of our Class A common stock on April 1, 2016 (the date we issued the Notes).

The following table sets forth the potential profit to be realized upon conversion by the Note holders based on the floating conversion price on April 1, 2016 and the closing price of our Class A common stock on April 1, 2016 (the date we issued the Notes).

The following table sets forth the potential profit to be realized upon exercise of our Series G Warrants by the holders based on the exercise price at April 1, 2016 and the closing price of the Class A common stock on April 1, 2016 (the date we issued the Series G Warrants).

Shares Issuable to Note Holders in Satisfaction of Principal and Interest

The following table sets forth the total number of shares of our Class A common stock that would be issued to the Note holders if we elect to convert all principal and interest under the Notes into shares of Class A common stock in lieu of paying cash. The following table assumes that: (a) installment payments of principal and interest are timely made every 30 days beginning on July 29, 2016, (b) no such regularly scheduled installment payments are accelerated or deferred, (c) no payments of interest will be made before the first Installment Date of July 29, 2016, (d) the indicated conversion price remains the same from the first Installment Date until the Notes are paid in full, (e) the Note holders do not convert the Notes at their election, and (f) no event of default occurs. This table is provided for illustrative purposes only, as it is unlikely that these assumptions will be fully accurate at all relevant times. Our ability to convert principal, interest and any other amounts owed under the Notes into shares of Class A common stock in lieu of paying cash is contingent on our satisfying certain equity conditions set forth in the Notes. There can be no assurance that we will be able to satisfy such equity conditions. By way of comparison, the number of shares of Class A commons stock we are allowed to issue under the Notes without shareholder approval in compliance with the 20% Rule is 2,511,132, based on 12,561,943 shares of Class A common stock issued and outstanding on April 1, 2016.

⁽¹⁾ Represents the maximum amount of interest payable by us to the Note holders assuming that (a) installment payments of principal and interest are timely made every 30 days beginning on July 29, 2016, (b) no such regularly scheduled

installment payments are accelerated or deferred, (c) no payments of interest will be made prior to the first installment date, (d) the Notes are not otherwise converted prior to the maturity date, (e) interest is paid in cash, and (f) no event of default occurs.

⁽²⁾ Represents the cash amount that we would pay to the Note holders if we were to voluntarily redeem the Notes assuming that the applicable premium to be applied is 118% and that the redemption occurs immediately after issuance.

⁽³⁾ Represents the cash amount that we would pay to the Note holders if we were required to redeem the Notes as a result of an event of default assuming that the applicable premium to be applied upon the event of default is 125% and that the event of default occurs immediately after issuance. Does not take into account any incremental interest that would be payable by reason of an event of default. The default interest rate is 18% per annum upon the occurrence and continuance of an event of default.

⁽⁴⁾ Represents the cash amount that we would pay to the Note holders if we were required to redeem the Notes as a result of a change of control assuming that the applicable premium to be applied upon the event of default is 125% and that the change of control occurs immediately after issuance.

⁽⁵⁾ The amount represents the maximum aggregate amount of the registration penalties, which may not exceed 3% of the aggregate principal amount outstanding under the Notes for any 30-day period under the terms of the Registration Rights Agreement. Assumes that (a) no installment payments are made under the Notes before the maximum registration penalties have accrued, and (b) all penalties are timely paid.

Effects of Approval of this Proposal 2

In addition to the Reasons for Shareholder Approval set forth above, shareholder approval of this Proposal 2 would have the following principal effects:

Increased Dilution . The number of shares of our issued and outstanding Class A common stock would be significantly increased if any of the Investors converted the outstanding principal of the Notes or exercised the Series G Warrants, or if we issued shares of Class A common stock as payment of interest and principal on the Notes as described above. If our shareholders approve this Proposal 2, we will be permitted to issue shares of Class A common stock pursuant to the terms of the Notes in excess of the NASDAQ Amount. In the event of such conversion, exercise or interest and principal payments, there would be substantial dilution to our current shareholders. For example, assuming the Investors fully converted the Notes and exercised their Series G Warrants on the date of issuance of the Notes and Series G Warrants, April 1, 2016, at the conversion price of approximately $0.8033, we would have been required to issue 12,448,649 shares pursuant to the conversion of the Notes and 4,979,460 shares pursuant to exercise of the Series G Warrants, which would have constituted approximately 139% of our issued and outstanding Class A common stock as of April 1, 2016.

Alternatively, assuming we pay all installment payments (principal and interest) in shares of Class A common stock at 85% of the average of the volume weighted average prices (assuming a weighted average price of $0.7065 per share throughout the term of the Notes, resulting in a discount of $0.106), we would issue approximately 16,652,096 shares to repay the outstanding principal amount of the Notes in full, which would constitute 133% of our issued and outstanding Class A common stock as of April 1, 2016.

Increased Number of Shares Available for Public Sale May Depress Market Price . Similarly, upon conversion of the Notes, exercise of the Series G Warrants (after removing the Exercise Floor Price, the exercise price may be decreased in the future, potentially making it more likely that holders will exercise their Series G Warrants even if the market price of our Class A common stock in the future is below the current Exercise Floor Price), or payment of interest and principal on the Notes in shares of Class A common stock, there would be a greater number of shares of our Class A common stock eligible for sale in the public markets. Any such sales, or the anticipation of the possibility of such sales, represents an overhang on the market and could depress the market price of our Class A common stock.

Potential Issuance of Shares of Class A Common Stock May Discourage Strategic Transactions and Future Financings . The potential future increased issuance of shares of Class A common stock under the Notes (and the potential increased likelihood of exercise of the Series G Warrants) may make it more difficult, or discourage an attempt, to obtain control of our company by means of a merger, tender offer, proxy contest, or otherwise, and thereby may protect the

continuity of our board of directors and management. Further, the perceive market overhang may make it more difficult to raise additional capital if necessary in the future.

No Appraisal Rights

No shareholder will have appraisal or dissenter’s rights with respect to the Reverse Stock Split and Proposal 1.

Interests of our Officers and Directors and Riverside in Proposal 2

We do not believe that our officers or directors have interests in Proposal 2 that are different from or greater than those of any other of our shareholders.

As of April 19, 2016, Riverside held approximately 13.4%, of the outstanding shares of our Class A common stock. Mr. Belluck is the sole manager of Riverside, and as the sole manager, he may be deemed to beneficially own the shares of our Class A common stock directly owned by Riverside. Assuming a conversion of the principal amount of the Notes at a conversion price of $0.8033 and exercise of all of the Series G Warrants on April 1, 2016, Riverside would hold approximately 5.6% of the then-issued and outstanding shares of Class A common stock. As discussed above, the exercise of the Series G Warrants will also result in dilution of our other shareholders.

Vote Required

Approval of this Proposal 2 requires the affirmative vote of a majority of the votes cast “FOR” or “AGAINST” the proposal. For purposes of determining the number of votes cast on the matter, only those cast “FOR” or “AGAINST” are included, while abstentions and broker non-votes are not included. Shares of our Class A common stock issued pursuant to conversion of the Notes or exercise of the Series G Warrants are ineligible to vote on this Proposal 2.

In connection with our Private Placement, Riverside, our largest shareholder, entered into the Voting Agreement in which Riverside agreed to vote all of its shares of Class A common stock “FOR” this Proposal 2.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL, FOR PURPOSES OF COMPLYING WITH NASDAQ LISTING RULE 5635(d), OF THE ISSUANCE OF SHARES OF CLASS A COMMON STOCK PURSUANT TO THE TERMS OF THE NOTES WITHOUT GIVING EFFECT TO THE EXCHANGE CAP SET FORTH THEREIN IN AN AMOUNT THAT MAY EXCEED 20% OF OUR ISSUED AND OUTSTANDING SHARES OF CLASS A COMMON STOCK BEFORE THE ISSUANCE OF THE NOTES AND THE EXERCISE OF OUR SERIES G WARRANTS WITHOUT GIVING EFFECT TO THE EXERCISE FLOOR PRICE SET FORTH THEREIN.