DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock, together with any additional information we include in any applicable prospectus supplement or any related free writing prospectus, summarizes the material terms and provisions of our Common Stock and our preferred stock, including the Series B Preferred Stock. For the complete terms of our common stock and preferred stock, please refer to our amended and restated certificate of incorporation, the Series B Certificate of Designations and our amended and restated bylaws that are incorporated by reference into the registration statement of which this prospectus is a part or may be incorporated by reference in this prospectus or any applicable prospectus supplement. The terms of these securities may also be affected by Delaware General Corporation Law. The summary below and that contained in any applicable prospectus supplement or any related free writing prospectus are qualified in their entirety by reference to our amended and restated certificate of incorporation, the Certificate of Designation and our amended and restated bylaws.

Common Stock

We are authorized to issue 75,000,000 shares of Common Stock, of which 22,620,105 shares were issued and outstanding as of May 1, 2017.

The holders of common stock are entitled to one vote per share on all matters submitted to a vote of our stockholders generally and do not have cumulative voting rights. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election. Subject to preferences that may be applicable to any preferred stock outstanding at the time, the holders of outstanding shares of common stock are entitled to receive ratably any dividends declared by our board of directors out of assets legally available. Upon our liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then-outstanding shares of preferred stock. Holders of common stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock.

All of the outstanding shares of our common stock are fully paid and non-assessable. The shares of common stock offered by this prospectus or upon the conversion of any preferred stock or debt securities or exercise of any warrants offered pursuant to this prospectus, when issued and paid for, will also be, fully paid and non-assessable.

Preferred Stock

We are authorized to issue 5,000,000 shares of preferred stock, par value $0.001 per share, 52,000 of which were issued and outstanding as Series A Preferred Stock and 17,500 of which were issued and outstanding as Series B Preferred Stock as of May 1, 2017.

Our preferred stock may be issued from time to time in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by our board of directors (authority to do so being expressly vested in the board of directors). The board of directors is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any wholly unissued series of preferred stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing. The rights, preferences, privileges and restrictions of the preferred stock of each series will be fixed by the certificate of designation relating to each series. Our preferred stock is available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded.

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The issuance of preferred stock may delay, deter or prevent a change in control or acquisition of the Company.

The General Corporation Law of the State of Delaware, the state of our incorporation, provides that the holders of preferred stock will have the right to vote separately as a class on any proposal involving fundamental changes in the rights of holders of that preferred stock. This right is in addition to any voting rights that may be provided for in the applicable certificate of designation.

Registration Rights

Series B Investor Rights Agreement

Pursuant to the Series B Investor Rights Agreement, we granted the Series B Investors the right to require the Company to file with the SEC a registration statement to register for resale the Series B Registrable Securities. The Series B Investor Rights Agreement also provides the Series B Investors the right to request three underwritten offerings per year and unlimited “piggyback” registration rights with respect to the Series B Registrable Securities. The obligation to register the Series B Registrable Securities continues until those securities have been sold by the holders of the registration rights, may be sold without limitation under Rule 144 or, in the case of the Series B Preferred Stock, have been redeemed.

Under the terms of the Series B Investor Rights Agreement, the investors may not transfer their shares of Series B Preferred Stock until the earliest of September 10, 2017; the date of the consummation of a Fundamental Change (as defined below in “ Description of Series B Preferred Stock ”); and a material breach by us of any transaction document of the Series B financing. This limitation is subject to customary exceptions.

The foregoing description of the terms of the Series B Investor Rights Agreement is intended as a summary only and is qualified in its entirety by reference to the Series B Investor Rights Agreement filed as an exhibit to the registration statement of which this prospectus forms a part.

Series A Investor Rights Agreement

Pursuant to the Series A Investor Rights Agreement, we granted Francisco Partners and Chrysalis (the “ Series A Investors ”) the right to require the Company to file with the SEC a registration statement to register for resale the Series A Investors’ shares of Series A Preferred Stock and the shares of the Company’s Common Stock issuable upon conversion of the Series A Preferred Stock (such shares of Common Stock, the “ Series A Conversion Shares ” and the Series A Preferred Stock and Series A Conversion Shares collectively, the “ Series A Registrable Securities ”). The Series A Investor Rights Agreement also provides the Series A Investors the right to request three underwritten offerings per year and unlimited “piggyback” registration rights with respect to the Series A Registrable Securities. The obligation to register the Series A Registrable Securities continues until those securities have been sold by the holders of the registration rights, may be sold without limitation under Rule 144 or, in the case of the Series A Preferred Stock, have been redeemed. We filed a registration statement on Form S-3 for the resale of the Series A Registrable Securities with the SEC on August 30, 2016, and the registration statement was declared effective by the SEC on September 23, 2016. The requisite holders of the registration rights granted under the Private Company Investors’ Rights Agreement waived all piggyback or other registration rights with respect to the filing of this prospectus.

The foregoing description of the terms of the Series A Investor Rights Agreement is intended as a summary only and is qualified in its entirety by reference to the Series A Investor Rights Agreement filed as an exhibit to the registration statement of which this prospectus forms a part.

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Private Company Investors’ Rights Agreement

We entered into an investors’ rights agreement on August 3, 2012 with certain stockholders (the “ Private Company Investors’ Rights Agreement ”). Subject to the terms of this agreement, as of May 1, 2017, holders of 4,007,162 shares of Common Stock had registration rights, which includes demand registration rights, “piggyback” registration rights and short-form registration rights. The registration rights described below, granted pursuant to the Private Company Investors’ Rights Agreement, will terminate, with respect to any particular stockholder, upon the occurrence of the total shares of common stock held by and issuable to the particular stockholder constituting less than 1% of the shares of common stock then outstanding as shown on our most recent report or statement filed with the SEC. The requisite holders of the registration rights granted under the Private Company Investors’ Rights Agreement waived all piggyback or other registration rights with respect to the filing of this prospectus.

The foregoing description of the terms of the Private Company Investors’ Rights Agreement is intended as a summary only and is qualified in its entirety by reference to the Private Company Investors’ Rights Agreement filed as an exhibit to the registration statement of which this prospectus forms a part.

Voting Agreements

Series B Investor Rights Agreement

The Series B Investor Rights Agreement provides that for so long as Francisco Partners owns at least 10% of the aggregate shares of our Securities that it held as of the closing of the Series B Financing, it can (i) for so long as it holds at least 5% of the aggregate outstanding Securities of the Company (on an as-converted basis) designate a proportionate share of the Board based upon its percentage ownership of the Company’s outstanding Securities on an as-converted basis, rounded up to the nearest whole director, which designees shall be entitled to serve on each committee of the Board, subject to applicable legal and Nasdaq requirements, and (ii) if no director designated by Francisco Partners is serving on the Board, designate one Board observer. If Francisco Partners is no longer entitled to designate a Board member, then any Board observer designated by Francisco Partners can be excluded from any Board committee meeting or from receiving any committee materials if such exclusion would be in the best interests of the Company and its stockholders. As of the closing of the Series B Financing, Francisco Partners held, on an as-converted basis, approximately 56% of the Company’s outstanding Securities.

In connection with Francisco Partners’ rights with respect to the designation of directors, a new committee of the Board, the Investor Committee, was also formed, which Investor Committee has the sole authority to effect the exercise of Francisco Partners’ rights with respect to the designation of directors by increasing the size of the Board and appointing directors designated by Francisco Partners to fill vacancies on the Board and committees thereof. Only directors designated by Francisco Partners will serve on the Investor Committee, which currently consists solely of Ezra Perlman. In addition, as of the closing of the Series B Financing, the size of the Board was increased from seven to eight directors, with the eighth seat initially vacant and subsequently filled by Kraig McEwen upon designation by Francisco Partners.

As of the closing of the Series B Financing, Francisco Partners held, on an as-converted basis, approximately 56% of our outstanding voting securities (on an as-converted basis), meaning that Francisco Partners has the right to designate a majority of our board of directors. To date, Francisco Partners has not exercised its right to designate a majority of our board of directors. Instead, only Ezra Perlman and Kraig McEwen been elected to serve on our board of directors by designation of Francisco Partners.

The rights granted to Francisco Partners with respect to the designation of directors supersede all similar prior rights granted to Francisco Partners pursuant to the Series A Investor Rights Agreement.

Series A Investor Rights Agreement

The Series A Investor Rights Agreement provides that Francisco Partners (i) can designate one member of the Board, which designee shall be entitled to serve on the compensation committee of the Board, and one Board observer for so long as Francisco Partners continues to hold at least 25% of the equity interests purchased by it at the closing of the Financing and 5% of all outstanding Common Stock (on an as-converted basis) of the Company and (ii) can designate one Board observer for so long as it holds at least 10% of the equity interests purchased by it at the

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closing of the Financing. If Francisco Partners is no longer entitled to designate a Board member, then any Board observer designated by Francisco Partners can be excluded from any Board committee meeting or from receiving any committee materials if such exclusion would be in the best interests of the Company and its stockholders. As noted above, the rights granted to Francisco Partners pursuant to the Series A Investor Rights Agreement were superseded by the rights granted under the Series B Investor Rights Agreement.

Anti-Takeover Provisions Under Our Charter and Bylaws and Delaware Law

In addition to the rights afforded to the holders of our Series A Preferred Stock and Series B Preferred Stock, certain provisions of Delaware law and our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, may have the effect of discouraging coercive takeover practices and inadequate takeover bids. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.

Amended and Restated Certificate of Incorporation

Undesignated Preferred Stock . As discussed above, our board of directors has the ability to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of our company.

Limitations on the Ability of Stockholders to Act by Written Consent or Call a Special Meeting . We have provided in our amended and restated certificate of incorporation that our stockholders may not act by written consent. This limit on the ability of our stockholders to act by written consent may lengthen the amount of time required to take stockholder actions. As a result, a holder controlling a majority of our capital stock would not be able to amend our amended and restated bylaws or remove directors without holding a meeting of our stockholders called in accordance with our amended and restated bylaws.

In addition, our amended and restated certificate of incorporation and amended and restated bylaws provide that special meetings of the stockholders may be called only by the chairperson of our board of directors, the chief executive officer or a majority of the board of directors. A stockholder may not call a special meeting, which may delay the ability of our stockholders to force consideration of a proposal or for holders controlling a majority of our capital stock to take any action, including the removal of directors.

Requirements for Advance Notification of Stockholder Nominations and Proposals . Our amended and restated bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors. However, our amended and restated bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed. These provisions may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.

Classified Board . Our amended and restated certificate of incorporation and amended and restated bylaws provide that our board of directors is divided into three classes with staggered three-year terms. As a result, one class (i.e., approximately one third of our board of directors) will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. This provision may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us as it is more difficult and time-consuming for stockholders to replace a majority of the directors on a classified board.

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Board Vacancies Filled Only by Majority of Directors . Vacancies and newly created seats on our board may be filled only by a majority of the number of then-authorized members of our board of directors, other than vacancies that may only be filled by the Investor Committee. Only our board of directors may determine the number of directors on our board, with the Investor Committee having authority to increase or decrease the size of the board as it relates to directors designated by Francisco Partners. The inability of stockholders (other than in certain instances, Francisco Partners) to determine the number of directors or to fill vacancies or newly created seats on our board of directors makes it more difficult to change the composition of our board of directors, but these provisions promote a continuity of existing management.

No Cumulative Voting . The Delaware General Corporation Law provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless our amended and restated certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation provides that there shall be no cumulative voting and our amended and restated bylaws do not expressly provide for cumulative voting.

Directors Removed Only for Cause.  Our amended and restated certificate of incorporation provides for the removal of a director only with cause and by the affirmative vote of the holders of at least 66  ² / ₃ % of the shares then entitled to vote at an election of our directors.

Amendment of Charter Provisions . The amendment of the provisions in our amended and restated certificate of incorporation requires approval by holders of at least 66  ² / ₃ % of our outstanding capital stock entitled to vote generally in the election of directors (in addition to any rights of the holders of our outstanding capital stock to vote on such amendment under the Delaware General Corporation Law). The amendment of the provisions in our amended and restated bylaws requires approval by either a majority of our board of directors or holders of at least 66  ² / ₃ % of our outstanding capital stock entitled to vote generally in the election of directors (in addition to any rights of the holders of our outstanding capital stock to vote on such amendment under the Delaware General Corporation Law).

Delaware Anti-Takeover Statute . We are subject to Section 203 of the Delaware General Corporation Law which regulates corporate acquisitions of publicly held companies. This law provides that a specified person who, together with affiliates and associates, owns, or within three years did own, 15% or more of the outstanding voting stock of a publicly held Delaware corporation, or an interested stockholder, may not engage in business combinations with the corporation for a period of three years after the date on which the person became an interested stockholder, unless the business combination or the transaction in which the person became an interested stockholder is approved in advance in a manner prescribed by Delaware law. The law does not include interested stockholders prior to the time our common stock was listed on The Nasdaq Global Market. The law defines the term “business combination” to include mergers, asset sales and other transactions in which the interested stockholder receives or could receive a financial benefit on other than a pro rata basis with other stockholders. This provision has an anti-takeover effect with respect to transactions not approved in advance by our board of directors, including discouraging takeover attempts that might result in a premium over the market price for the shares of our common stock. With approval of our stockholders, we could amend our amended and restated certificate of incorporation in the future to avoid the restrictions imposed by this anti-takeover law.

The provisions of Delaware law and our amended and restated certificate of incorporation could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

DESCRIPTION OF SERIES B PREFERRED STOCK

The following is a summary of the material terms of the Series B Preferred Stock. For a more complete description you should refer to the actual terms of the Series B Preferred Stock and the Series B Certificate of Designations. For purposes of this section titled “ Description of Series B Preferred Stock ,” unless otherwise defined, capitalized terms have the meanings given below in “— Definitions .”

General

On March 10, 2017, we filed with the Secretary of State of the State of Delaware the Series B Certificate of Designation classifying the Series B Preferred Stock and establishing the voting powers, designations, preferences and other special rights, and the qualifications, limitations and restrictions, of the shares of the Series B Preferred Stock. The Series B Certificate of Designation became effective upon filing.

Classification and Number of Shares

In the Series B Certificate of Designation, 17,500 shares of preferred stock were designated as “Series B Convertible Preferred Stock.”

Dividends

Holders of Series B Preferred Stock (the “ Holders ”) are entitled to receive the following dividends (such dividends, the “ Series B Dividends ”).

Preferred Dividends

From and after March 10, 2017, each Holder, in preference and priority to the holders of all other classes or series of stock other than the Series A Preferred Stock, is entitled to receive, with respect to each share, or fraction of a share, of Series B Preferred Stock then outstanding and held by such Holder, dividends accruing on a daily basis, commencing from the date of issuance of such share of Series B Preferred Stock, at the rate of fifteen percent (15%) per annum of the Series B Stated Value per whole share (or proportion thereof with respect to fractional shares) of Series B Preferred Stock (the “ Series B Preferred Dividends ”). The Series B Preferred Dividends are cumulative, whether or not earned or declared, and are paid quarterly in arrears on the last day of March, June, September and December in each year, commencing March 31, 2017. The Series B Preferred Dividends will be accreted to, and increase, the outstanding Series B Stated Value; provided, however, that following March 10, 2019, the Series B Preferred Dividends may, at the Company’s option, be paid in cash and, if not so paid in cash, will automatically be accreted to, and increase, the outstanding Series B Stated Value. The Series B Preferred Dividends will be paid on a pari passu basis with any dividends payable on the Series A Preferred Stock.

Additional Dividends

Upon the occurrence and during the continuance of a Series B Dividend Increase Event (the date of a Series B Dividend Increase Event being referred to as an “ Additional Series B Dividend Accrual Date ”), each holder of then-outstanding shares of Series B Preferred Stock will thereafter be entitled to receive cash dividends accruing on a daily basis from the Additional Series B Dividend Accrual Date, through and including the date on which such dividends are paid, at the annual rate of four percent (4%) per annum of the Series B Stated Value per share of Series B Preferred Stock. These cash dividends are hereinafter referred to as “ Additional Series B Dividends .” The Additional Series B Dividends are in addition to, and not a substitute for or payment in lieu of, the Series B Preferred Dividends. The Additional Series B Dividends will increase by one percent (1%) upon each sixth-month anniversary of the Series B Dividend Increase Event, provided, however, that in no event may the Series B Preferred Dividends and Additional Series B Dividends collectively exceed sixteen percent (20%) per annum. The Additional Series B Dividends are cumulative, whether or not earned or declared, and are paid quarterly in arrears on the dividend payment dates for Series B Preferred Dividends, if not paid prior. Any unpaid Additional Series B Dividends will compound quarterly.

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Registration Default Dividends

Series B Registration Default Dividends will accrue on the Series B Preferred Stock to the extent provided in the Series B Investor Rights Agreement. In the event that the Company is required to pay Series B Registration Default Dividends pursuant to the Series B Investor Rights Agreement, the Company will provide written notice (a “ Series B Registration Default Notice ”) to the Holders of its obligation to pay Series B Registration Default Dividends no later than fifteen (15) days prior to the proposed payment date for the Series B Registration Default Dividends, and the Series B Registration Default Notice will set forth the amount of Series B Registration Default Dividends to be paid by the Company on such payment date. In no event, may Series B Registration Default Dividends accrue at a rate in excess of 0.50% per annum of the Series B Stated Value per share of Series B Preferred Stock, regardless of the number of events or circumstances giving rise to requirements to pay such Series B Registration Default Dividends. Unless the context requires otherwise, all references to Series B Preferred Dividends will include any Series B Registration Default Dividends. Such Series B Registration Default Dividends that are payable shall be payable in cash in arrears on each dividend payment date following accrual set forth above in “ — Dividends—Preferred Dividends ” at the same time and in the same manner (except in cash only) as the Series B Preferred Dividends.

Priority of Dividends

If the Company at any time pays a dividend on or makes a distribution in respect of the Common Stock (whether in cash, in kind or in other property) or any other class or series of capital stock of the Company, the Company will, at the same time and on the same terms, pay or distribute to each Holder a dividend (or distribution) equal to the dividend that would have been payable to such Holder if the shares, or fraction of a share, of Series B Preferred Stock held by such Holder had been converted into Common Stock on the date of determination of holders of Common Stock entitled to receive such dividend or distribution.

If at any time the Company pays less than the total amount of dividends then accumulated with respect to the Series B Preferred Stock, such payment will be distributed pro rata among the Holders based upon the Series B Stated Value on all shares of Series B Preferred Stock held by each such Holder.

Liquidation Rights

Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “ Liquidation ”), after the satisfaction in full of the debts of the Company, the Holders will receive, pari passu with the holders of Series A Preferred Stock, from the net assets of the Company the Series B Liquidation Preference multiplied by the number of shares of Series B Preferred Stock held by such Holders, before any distribution or payment will be made to the holders of any Junior Securities, and if the assets of the Company are insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders of the Series B Preferred Stock will be ratably distributed among such Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable were paid in full. The Company will mail written notice of any such Liquidation at least 45 days prior to the payment date stated in the notice to each Holder.

Right of the Holders to Convert

At any time, each Holder has the right, at such Holder’s option, subject to the conversion procedures set forth in the Series B Certificate of Designation to convert each share of such Holder’s Series B Preferred Stock at any time into that number of shares of Common Stock determined by dividing (i) the sum of (x) the Series B Stated Value of such share of Series B Preferred Stock and (y) any accrued and unpaid dividends (including, for the avoidance of doubt, any Series B Preferred Dividends, Additional Series B Dividends and Series B Registration Default Dividends) in respect of the Series B Preferred Stock up to but not including the Series B Conversion Date (as defined below) by (ii) the Series B Conversion Price. The right of conversion may be exercised as to all or any portion of such Holder’s Series B Preferred Stock from time to time; provided that, in

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each case, no right of conversion may be exercised by a Holder in respect of fewer than 1,000 shares of Series B Preferred Stock (unless such conversion relates to all shares of Series B Preferred Stock held by such Holder). Any shares of Common Stock issued upon conversion of Series B Preferred Stock will be duly authorized, validly issued, fully paid and nonassessable.

Mandatory Conversion by the Company

At any time after March 10, 2019, if (i) the shares of Common Stock underlying the Series B Preferred Stock are registered for resale under the Securities Act of 1933, as amended, (ii) the Weighted Average Price per share of Common Stock was greater than the Mandatory Series B Conversion Price for at least forty-five (45) consecutive Trading Days, of which forty (40) of the forty-five (45) consecutive Trading Days are each Qualified Trading Days, and (iii) no Series B Dividend Increase Event under clause (ii) or (iii) of the definition of that term has occurred and is continuing, the Company may elect to convert (a “ Mandatory Series B Conversion ”) all, but not less than all, of the outstanding shares of Series B Preferred Stock into shares of Common Stock (the date selected by the Company for any Mandatory Series B Conversion, the “ Mandatory Series B Conversion Date ”). In the case of a Mandatory Series B Conversion, each share of Series B Preferred Stock then outstanding will be converted into that number of shares of Common Stock determined by dividing (i) the sum of (x) the Series B Stated Value of such share of Series B Preferred Stock and (y) any accrued and unpaid dividends (including, for the avoidance of doubt, any Series B Preferred Dividends, Additional Series B Dividends and Series B Registration Default Dividends) in respect of the Series B Preferred Stock up to but not including the Mandatory Series B Conversion Date by (ii) the Series B Conversion Price. Any shares of Common Stock issued upon conversion of Series B Preferred Stock will be duly authorized, validly issued, fully paid and nonassessable.

If the Company elects to affect a Mandatory Series B Conversion, the Corporation shall, within three (3) Business Days following the completion of the applicable forty-five (45) Trading Day period referred to above, provide notice of the Mandatory Series B Conversion to each Holder. The Company shall provide such notice, which shall include the Mandatory Series B Conversion Date and the Mandatory Series B Conversion Rate and the, no more than twenty (20) but no less than ten (10) Business Days before the Mandatory Series B Conversion Date.

Effect of Conversion

Effect of Conversion

Effective immediately prior to the close of business on the Series B Conversion Date applicable to any shares of Series B Preferred Stock, Series B Preferred Dividends, Additional Series B Dividends and Series B Registration Default Dividends will no longer accrue or be declared on any such shares of Series B Preferred Stock, and on conversion, such shares of Series B Preferred Stock will cease to be outstanding.

The “ Series B Conversion Date ” means (A) with respect to conversion of any shares of Series B Preferred Stock at the option of any Holder, the date on which such Holder complies with the relevant procedures in the Series B Certificate of Designation and (B) with respect to a Mandatory Series B Conversion, the Mandatory Series B Conversion Date.

Record Holder of Underlying Securities as of Conversion Date

The Person or Persons entitled to receive the Common Stock issuable upon conversion of Series B Preferred Stock on a Series B Conversion Date will be treated for all purposes as the record holder(s) of such shares of Common Stock as of the close of business on such Series B Conversion Date. As promptly as practicable on or after the Series B Conversion Date and compliance by the applicable Holder with the relevant procedures set forth in the Series B Certificate of Designation (and in any event no later than three (3) Trading Days thereafter), the Company will issue the number of whole shares of Common Stock issuable upon conversion. Such delivery of shares of Common Stock will be made, at the option of the Company, in certificated form or by book-entry. Any such certificate or certificates will be delivered by the Company to the appropriate Holder on a book-entry basis or by mailing certificates evidencing the shares to the Holders. In the event that a Holder will not by written notice designate the name in which shares of Common Stock to be delivered upon conversion of shares of Series B Preferred Stock should be registered, or the manner in which such shares should be delivered, the Company will be entitled to register and deliver such shares in the name of the Holder and in the manner shown on the records of the Company.

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Failure to Convert

If the Company fails for any reason or no reason to issue to a Holder of Series B Preferred Stock a certificate representing the Conversion Shares within three (3) Business Days after the Series B Conversion Date or Mandatory Series B Conversion Date, as applicable, and register such shares of Common Stock on the Company’s share register or to credit the Holder’s balance account with the Depository Trust Company for such number of shares of Common Stock to which the Holder is entitled upon such conversion, and if on or after the Series B Conversion Date the Holder purchases, or another Person purchases on the Holder’s behalf or for the Holder’s account (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “ Buy-In ”), then the Company will pay in cash to the Holder (for costs incurred either directly by such Holder or on behalf of a third party) the amount by which the total purchase price paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such Holder as a result of the sale to which such Buy-In relates.

Fractional Shares

No fractional shares of Common Stock may be issued upon conversion of the Series B Preferred Stock into Common Stock. In the event a fractional share of Common Stock would be issued on conversion, the number of shares of Common Stock to be issued will be rounded down to the nearest whole share.

Adjustments to Conversion Price

Subdivisions of Common Stock

If the Company at any time on or after March 10, 2017 subdivides (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Series B Conversion Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Conversion Shares will be proportionately increased. If the Company at any time on or after March 10, 2017 combines (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Series B Conversion Price in effect immediately prior to such combination will be proportionately increased and the number of Conversion Shares will be proportionately decreased. Any such adjustment will become effective at the close of business on the date the subdivision or combination becomes effective.

Other Events

If any event occurs of the type contemplated by the provisions of the Series B Certificate of Designation, but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights or phantom stock rights), then the Board will make an appropriate adjustment in the Series B Conversion Price and the number of Conversion Shares so as to protect the rights of the Holder.

Reorganization Events

If there occurs any reorganization, recapitalization, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (excluding a merger solely for the purpose of changing the Company’s jurisdiction of incorporation), then, following any such reorganization, recapitalization, consolidation or merger, in each case pursuant to which shares of Common Stock would be converted into or exchanged for, or would constitute solely the right to receive, cash, securities or other property, each share of Series B Preferred Stock will be convertible into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Company issuable upon conversion of one share of Series B Preferred Stock immediately prior to such reorganization, recapitalization, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board) will be made in the application of the provisions described above in “ — Adjustments to Conversion Price ” with respect to the rights and interest thereafter of the Holders, to the end that the provisions set forth in that section (including provisions with respect to changes in and other adjustments of the

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Series B Conversion Price) will thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Series B Preferred Stock. In the event holders of Common Stock have the opportunity to elect the form of consideration to be received in the transaction, the Company will make adequate provision whereby the Holders will have a reasonable opportunity to determine the form of consideration into which all of the Series B Preferred Stock, treated as a single class, will be convertible from and after the effective date of such transaction. The determination (i) will be made by Holders representing a plurality of shares of Series B Preferred Stock participating in such determination, (ii) will be subject to any limitations to which all of the holders of Common Stock are subject, including, but not limited to, pro rata reductions applicable to any portion of the consideration payable in such transaction and (iii) will be conducted in such a manner as to be completed by the date which is the earlier of: (1) the deadline for elections to be made by holders of Common Stock, and (2) two Trading Days prior to the anticipated effective date of such transaction.

Successive Adjustments

After an adjustment to the Series B Conversion Price, any subsequent event requiring an adjustment will cause an adjustment to each such Series B Conversion Price as so adjusted.

Purchase Rights

If at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “ Purchase Rights ”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of the Holder’s Series B Preferred Stock (without regard to any limitations on the conversion thereof) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

Reserved Stock

The Company will at all times reserve and keep available out of its authorized but unissued Common Stock solely for the purpose of issuance upon the conversion of the Series B Preferred Stock, such number of shares of Common Stock as will then be issuable upon the conversion of all outstanding shares or fractions of shares of Series B Preferred Stock. All shares of Common Stock which will be so issued will be duly and validly issued and fully paid and nonassessable and free from all liens, duties and charges arising out of or by reason of the issue thereof (including, without limitation, in respect of taxes) and will be approved for listing on The Nasdaq Global Market if shares of Common Stock generally are so listed (or any other national securities exchange on which the Common Stock is listed). The Company will from time to time take all such action as may be requisite to assure that the par value per share of the Common Stock is at all times equal to or less than the effective Series B Conversion Price. The Company will take all such action within its control as may be necessary on its part to assure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirements of any national securities exchange upon which the Common Stock of the Company may be listed. The Company will not take any action which results in any adjustment of the Series B Conversion Price if after such action the total number of shares of Common Stock issued and outstanding and thereafter issuable upon exercise of all Options and conversion of Convertible Securities, including upon conversion of the Series B Preferred Stock, would exceed the total number of shares of such class of Common Stock then authorized by the Company’s Certificate of Incorporation.

Status of Reacquired Shares

Shares of Series B Preferred Stock that have been issued and reacquired in any manner, whether by redemption, repurchase or otherwise or upon any conversion of shares of Series B Preferred Stock to Common Stock, will be retired and have the status of authorized and unissued shares of preferred stock of the Company undesignated as to series, and may be redesignated as any series of preferred stock of the Company and reissued.

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Voting Rights

General

In addition to any class voting rights provided by law and the Series B Certificate of Designation, the Holders of Series B Preferred Stock have the right to vote together with the holders of Common Stock as a single class on any matter on which the holders of Common Stock are entitled to vote (including the election of directors). With respect to the voting rights of the Holders of the Series B Preferred Stock, each Holder of Series B Preferred Stock is entitled to cast one vote for each share of Common Stock that would be issuable to such Holder upon the conversion of all the shares of Series B Preferred Stock held by such Holder on the record date for the determination of stockholders entitled to vote at a conversion rate the numerator of which is the Series B Stated Value for each share of Series B Preferred Stock (as adjusted for any subdivision by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise, as described above in “ — Adjustments to Conversion Price ,” occurring prior to such record date) and the denominator of which is the Series B Conversion Price (which Series B Conversion Price, solely for purposes of determining this conversion rate, cannot be less than $1.91 (the Closing Price of the Common Stock on March 9, 2017)).

Protective Provisions

In addition to any other vote of the Holders required by law or by the Certificate of Incorporation, without the prior consent of the Required Series B Holders, given in person or by proxy, either in writing or at a special meeting called for that purpose, at which meeting the holders of the shares of such Series B Preferred Stock shall vote together as a class, the Company will not:

(a) (x) authorize, create, designate, establish or issue (whether by merger or otherwise) (i) an increased number of shares of Series B Preferred Stock, or (ii) any other class or series of capital stock ranking senior to or on parity with the Series B Preferred Stock as to dividends or upon liquidation or (y) reclassify any shares of Common Stock into shares having any preference or priority as to dividends or upon liquidation superior to or on parity with any such preference or priority of Series B Preferred Stock;

(b) amend, restate, alter or repeal any of the rights, powers or preferences of the Series B Preferred Stock;

(c) amend, restate, alter or repeal the Certificate of Incorporation in a manner which would adversely affect a Holder’s ability to (i) transfer its shares of Series B Preferred Stock or Common Stock to any person or (ii) convert its shares of Series B Preferred Stock into Common Stock;

(d) directly or indirectly, declare or pay any dividend or distribution on, or directly or indirectly purchase, redeem, repurchase or otherwise acquire or permit any subsidiary of the Company to redeem, repurchase or acquire, any Junior Securities if (i) after giving effect to such action, the Company would not have sufficient funds legally available to redeem all outstanding shares of Series B Preferred Stock for an amount equal to the aggregate Series B Liquidation Preference of such shares or (ii) there are any accrued and unpaid Series B Preferred Dividends, Additional Series B Dividends or Series B Registration Default Dividends;

(e) incur any indebtedness for borrowed money, other than indebtedness (i) incurred in the ordinary course of business or (ii) procured from secured lenders of the Company holding outstanding indebtedness of the Company as of March 10, 2017 in an aggregate amount not to exceed the maximum authorized amount of credit available pursuant to the terms of the credit agreement with such secured lender as in effect on March 10, 2017; or

(f) agree to do any of the foregoing.

Redemption

From and after May 2, 2023, each Holder has the right, at the Holder’s option, to require the Company to redeem all or any portion of such Holder’s shares of Series B Preferred Stock at a per share price equal to the Series B Liquidation Preference in effect on the Redemption Date (the “ Series B Redemption Price ”) by delivery of written notice to the Company (the “ Series B Redemption Request ”) at least thirty (30) days prior to the proposed date of redemption (the “ Series B Redemption Date ”) set forth in the Series B Redemption Request.

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Promptly following receipt of a Series B Redemption Request and no later than twenty (20) days prior to a Series B Redemption Date, the Company will mail a notice of optional redemption by first-class mail, postage prepaid to each Holder (other than the Holder(s) who submitted the applicable Series B Redemption Request), which notice must state (i) the applicable Series B Redemption Date and the applicable Series B Redemption Price and (ii) the date upon which the redemption right terminates, which cannot be earlier than seven (7) Business Days prior to the applicable Series B Redemption Date. Any Holder may then, in its sole discretion, exercise its redemption right (without waiver of any other redemption rights herein) with respect to all or any portion of the shares of Series B Preferred Stock (the “ Series B Redemption Securities ”) beneficially owned by such Holder by delivery to the Company of a written notice no less than seven (7) Business Days prior to the applicable Series B Redemption Date stating (x) that such Holder is exercising the right of redemption described herein and (y) the number of shares of the Series B Redemption Securities with respect to which such Holder is exercising its redemption right.

In the event of a Fundamental Change, unless waived by the Required Series B Holders, each Holder has the right, at the Holder’s option, to require the Company to redeem all or any portion of such Holder’s shares of Series B Preferred Stock at a price equal to the Series B Redemption Price by delivery of a Series B Redemption Request at least thirty (30) days prior to the Series B Redemption Date set forth in the Series B Redemption Request.

In the event of a Fundamental Change other than an Exempt Transaction, the Company has the right, at the Company’s option, to redeem all or any portion of the outstanding shares of Series B Preferred Stock at a price equal to the Series B Redemption Price by delivery of written notice to the Holders (the “ Series B Redemption Notice ”) at least thirty (30) days prior to the Series B Redemption Date set forth in such Redemption Notice. Such Series B Redemption Notice shall set forth the number of shares of Series B Preferred Stock being redeemed, the Series B Redemption Price and the Series B Redemption Date.

The Company will pay the applicable Series B Redemption Price in cash on the later of (i) the Series B Redemption Date and (ii) upon the receipt of surrender of the certificates, if any, representing the shares of Series B Preferred Stock to be redeemed (properly endorsed or assigned for transfer, if the Company reasonably requires, and letters of transmittal and instructions therefor on reasonable terms as are included in the notice sent by the Company); provided, that if such certificates are lost, stolen or destroyed, the Company may require the applicable Holder to execute an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith, prior to paying such Series B Redemption Price.

Shares of Series B Preferred Stock to be redeemed on the Series B Redemption Date, as the case may be, will from and after the Series B Redemption Date, no longer be deemed to be outstanding; and all powers, designations, preferences and other rights of the holder thereof as a holder of shares of Series B Preferred Stock (except the right to receive from the Company the applicable Series B Redemption Price) will cease and terminate with respect to such shares; provided, that in the event that a share of Series B Preferred Stock is not redeemed due to a default in payment by the Company or because the Company is otherwise unable to pay the applicable Series B Redemption Price in cash in full, such share of Series B Preferred Stock will remain outstanding and will be entitled to all of the powers, designations, preferences and other rights as provided in the Series B Certificate of Designation.

Any redemption of shares of Series B Preferred Stock (such redemption, the “ Series B Redemption ”) will be payable out of any cash legally available. At the time of the Series B Redemption, the Company will take all actions required or permitted under Delaware law to permit the Series B Redemption and to make funds legally available for such Series B Redemption. To the extent that the Company has insufficient funds to redeem all of the shares of Series B Preferred Stock upon the Series B Redemption, the Company will use available funds to redeem a pro rata portion of such shares of Series B Preferred Stock (and a pro rata portion of shares of Series A Preferred Stock if redemption of such shares is required on the same date), to the extent permissible under Delaware law.

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Preemptive Rights

The Holders do not have any preemptive right to subscribe to any issue of the same or other capital stock of the Company.

Amendment to Terms

Any term of the Series B Preferred Stock may be amended or waived upon the written consent of the Company and the Holders of at least 66% of the Series B Preferred Stock then outstanding.

Fractional Shares

Series B Preferred Stock may be issued in fractions of a share that entitles each Holder, in proportion to such Holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series B Preferred Stock.

Definitions

As used in this “ Description of Series B Convertible Series B Preferred Stock ,” the following terms have the respective meanings set forth below:

“ Affiliate ,” as applied to any Person, means any other Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, such Person; provided that the following Persons shall not be deemed to be Affiliates of a Holder or any of its Affiliates: (a) the Company and its subsidiaries and (b) any portfolio company in which such Holder or any of its Affiliates has an investment (whether debt or equity) or any of such portfolio companies’ controlled Affiliates, so long as, in the case of this clause (b), such Person shall not have been acting on behalf of or at the direction of such Holder or any of its Affiliates or received any confidential information about the Company or its subsidiaries from or on behalf of such Holder (it being acknowledged that an employee of such Holder or its Affiliates that is a director or officer of such portfolio company or its controlled Affiliates shall not be deemed to have received such confidential information solely by reason of such individual serving on the board or similar governing body of such portfolio company). For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings.

“ Bloomberg ” means Bloomberg Financial Markets and its successors.

“ Board ” means the board of directors of the Company.

“ Business Day ” means any day except a Saturday, a Sunday or other day on which the U.S. Securities and Exchange Commission or banking institutions in New York, New York are authorized or required by law, regulation or executive order to be closed.

“ Closing Price ” of the Common Stock on any date of determination means the closing sale price or, if no closing sale price is reported, the last reported sale price, of shares of Common Stock on the Nasdaq Global Market on such date. If the Common Stock is not traded on the Nasdaq Global Market on any date of determination, the Closing Price of the Common Stock on such date of determination means the closing sale price as reported in the composite transactions for the principal United States securities exchange or automated quotation system on which the Common Stock is so listed or quoted, or, if no closing sale price is reported, the last reported sale price on the principal United States securities exchange or automated quotation system on which the Common Stock is so listed or quoted, or if the Common Stock is not so listed or quoted on a United States securities exchange or automated quotation system, the last quoted bid price for the Common Stock in the over-the-counter market as reported by OTC Market Group, Inc. or any similar organization, or, if that bid price is not available, the market price of the Common Stock on that date as determined by an Independent Financial Advisor retained by the Company for such purpose.

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“ Common Stock ” means the common stock, par value $0.001 per share, of the Company, including the stock into which the Series B Preferred Stock and Series A Preferred Stock is convertible, and any securities into which the Common Stock may be reclassified.

“ Common Stock Equivalents ” means any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“ Conversion Shares ” means the shares of Common Stock into which the Series B Preferred Stock is convertible.

“ Convertible Securities ” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“ Exempt Transaction ” means (x) a transaction described in item (ii) of the definition of Fundamental Change in which less than ten percent (10%) of the consideration payable to the Company’s stockholders is cash or (y) a transaction described in items (iv) or (v) of the definition of Fundamental Change.

“ Fundamental Change ” means the occurrence of any of the following events: (i) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of Common Stock representing more than 50% of the voting securities of the Company or the Company otherwise becomes aware of such ownership; (ii) the consummation of (a) any recapitalization, reclassification or change of the Common Stock (other than a change only in par value, from par value to no par value or from no par value to par value, or changes resulting from a subdivision or combination of Common Stock) as a result of which the Common Stock would be converted into, or exchanged for, or represent solely the right to receive, cash, stock, other securities, other property or assets or (b) any share exchange, consolidation or merger of the Company pursuant to which the Common Stock will be converted into, or exchanged for, or represent solely the right to receive, cash, stock, other securities, other property or assets; (iii) the Company sells all or substantially all of its assets; (iv) the stockholders of the Company approve or the Company otherwise adopts any plan or proposal for the liquidation, dissolution or winding-up of the Company; or (v) the Common Stock ceases to be listed on any of the New York Stock Exchange, the NASDAQ Global Select Market or the Nasdaq Global Market (or any of their respective successors) or another U.S. national securities exchange; provided, however, that a transaction or transactions described in clause (ii) above will not constitute a Fundamental Change if the holders of all classes of Common Stock immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of Common Stock of the continuing or surviving corporation; provided, further, that the occurrence of an event described in clause (i) that arises as a result of the issuance of Series B Preferred Stock pursuant to the Series B Investment Agreement will not constitute a Fundamental Change.

“ Independent Financial Advisor ” means an accounting, appraisal, investment banking firm or consultant of nationally recognized standing; provided, however, that such firm or consultant is not an Affiliate of the Company and is reasonably acceptable to the Required Series B Holders.

“ Junior Securities ” means the Common Stock and all other Common Stock Equivalents of the Company other than those securities which are explicitly senior to or pari passu with the Series B Preferred Stock in dividend rights or liquidation preference, which includes, for the avoidance of doubt, the Series A Preferred Stock.

“ Mandatory Series B Conversion Price ” means 175% of the Series B Conversion Price.

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“ Options ” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

“ Person ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, an association, joint stock company, an estate, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.

“ Principal Market ” means The Nasdaq Global Market.

“ Qualified Trading Day ” means any Trading Day on which the volume of shares of Common Stock traded is equal to or greater than 75,000 shares (as adjusted for stock splits, reverse stock splits and similar transactions).

“ Required Series B Holders ” means, as of any date, the holders of at least a majority of the Series B Preferred Stock outstanding as of such date.

“ Series B Conversion Price ” means $1.91, subject to adjustment as provided herein.

“ Series B Dividend Increase Event ” means any failure by the Company to (i) pay the Series B Preferred Dividends when due, (ii) redeem a Holder’s Series B Preferred Stock when required, (iii) effect conversion of a Holder’s Series B Preferred Stock when required, (iv) notify Holders in the event of a Fundamental Change, (v) comply with the anti-dilution provisions of the Series B Certificate of Designation, (vi) comply with the notices provision of the Series B Certificate of Designation or (vii) comply with the protective provisions set forth in the Series B Certificate of Designation.

“ Series B Investment Agreement ” means that certain investment agreement, dated on or about March 10, 2017, by and among the Company and each of the investors party thereto.

“ Series B Investor Rights Agreement ” means that certain investor rights agreement, dated on or about March 10, 2017, by and among the Company and each of the investors party thereto.

“ Series B Liquidation Preference ” means an amount per share equal to (i) the greater of (A) the Series B Stated Value and (B) such amount as would have been payable had all shares of Series B Preferred Stock been converted into Common Stock immediately prior to a Liquidation plus (ii) any accrued but unpaid Series B Preferred Dividends, Additional Series B Dividends and Series B Registration Default Dividends thereon.

“ Series B Registration Default Dividends ” means all amounts, if any, payable pursuant to Section 3.12 of the Series B Investor Rights Agreement.

“ Series B Stated Value ” means $1,000.00 per share, subject to increase as set forth in “ Dividends –Preferred Dividends .”

“ Trading Day ” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).

“ Weighted Average Price ” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market publicly announces is the official close of trading), as reported by

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Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market publicly announces is the official close of trading), as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets” by OTC Markets LLC. If the Weighted Average Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as mutually determined by the Company and the applicable Holder. If the Company and the applicable Holder are unable to agree upon the fair market value of such security, then the Weighted Average Price will be determined by an Independent Financial Advisor retained by the Company for such purpose. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

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