is not the surviving entity or the Companys stockholders
immediately prior to such merger or consolidation do not own at
least 50% of the outstanding voting securities of the surviving
entity, sale of all or substantially all of the Companys
assets, tender offer or exchange offer, or reclassification of
the Common Stock, then upon any subsequent exercise of a Common
Warrant the holder shall have the right to receive as
alternative consideration, for each share of Common Stock that
would have been issuable upon such exercise immediately prior
to the occurrence of such fundamental transaction, the same
amount and kind of securities, cash or property the number of
shares Common Stock or other equity securities of the successor
or acquiring corporation, if it is the surviving corporation,
and any additional consideration receivable upon or as a result
of such transaction by a holder of the number of shares of
Common Stock for which the warrant is exercisable immediately
prior to such event. In addition, in the event of a fundamental
transaction that is also a Change of Control, as described in
the Common Warrants, then the Company or the successor entity
shall acquire at the holders option, exercisable at any time
within 30 business days after the consummation of such
fundamental transaction, such holders Common Warrants for, at
the option of the Company, either (i)Common Stock (or
qualifying securities of the successor entity) valued at the
value of the consideration received by the shareholders in such
Change of Control or (ii)cash, in an amount of cash equal to
the value of the warrant (as of the effective date of such
Change of Control) as determined in accordance with the Black
Scholes option pricing model.

The holders must surrender payment in cash of the aggregate
exercise price of the shares being acquired upon exercise of
the Common Warrants. If, however, a registration statement
relating to the issuance of the shares underlying the Common
Warrants is not then effective or available, then the Common
Warrants may be exercised on a net or cashless basis. No
fractional shares of Common Stock will be issued in connection
with the exercise of a Common Warrant. Instead, the number of
shares of Common Stock to be issued will be rounded to the
nearest whole number.

The Common Underwriting Agreement is attached hereto as an
exhibit to provide investors and security holders with
information regarding its terms. It is not intended to provide
any other factual information about the Company. The
representations, warranties and covenants contained in the
Common Underwriting Agreement were made only for purposes of
the Common Underwriting Agreement and as of specific dates,
were solely for the benefit of the parties to the Common
Underwriting Agreement, and may be subject to limitations
agreed upon by the contracting parties, including being
qualified by confidential disclosures exchanged between the
parties in connection with the execution of the Common
Underwriting Agreement.

A copy of the opinion of Goodwin Procter LLP relating to the
legality of the issuance and sale of the Common Offering
Securities in the Common Offering is attached as Exhibit5.1
hereto. A copy of the Common Underwriting Agreement is filed
herewith as Exhibit1.1 and is incorporated herein by reference.
The foregoing description of the Common Offering and the
documentation related thereto does not purport to be complete
and is qualified in its entirety by reference to such Exhibits.

Preferred Stock Offering

On December19, 2016, the Company entered into an underwriting
agreement (the Preferred Underwriting Agreement) with the
Underwriter, related to the underwritten registered offering
(the Preferred Offering) of an aggregate of 18,500 shares of
the Companys SeriesD Convertible Preferred Stock, par value
$0.01 per share (the SeriesD Preferred Stock) and warrants to
purchase 7,381,500 shares of Common Stock (the Preferred
Warrants and, together with the SeriesD Preferred Stock, the
Preferred Offering Securities). Each share of SeriesD Preferred
Stock is being sold together with 399 Preferred Warrants, at a
price of $920 per combination and the Underwriter will purchase
such securities from the Company at a discounted price of
$874.00 per combination, representing a five percent (5.0%)
discount to the offering price.

The Preferred Offering is expected to close on December22,
2016, subject to the satisfaction of customary closing
conditions. The net proceeds to the Company are expected to be
approximately $15.7 million after deducting underwriting
discounts and commissions and estimated expenses payable by the
Company. The Preferred Offering is being made to a prospectus
supplement, dated December19, 2016 and related prospectus,
dated December9, 2016, relating to the Companys shelf
registration statement on FormS-3 (File No.333-214737).

The Preferred Underwriting Agreement contains customary
representations, warranties, and agreements by the Company, and
customary conditions to closing, indemnification obligations of
the Company and the Underwriter, including for liabilities
under the Securities Act of 1933, as amended, other obligations
of the parties, and termination provisions.

The terms and conditions of the Preferred Warrants sold to the
Preferred Underwriting Agreement are identical to the Common
Warrants, and are set forth in the form of Warrant attached as
Exhibit4.1 hereto.

SeriesD Convertible Preferred Stock

General.We are authorized to issue up to 5,000,000
shares of preferred stock, par value $0.01 per share, with such
designations, rights and preferences as may be determined from
time to time by our Board of Directors, without further
stockholder approval. Our Board of Directors has created out of
the authorized and unissued shares of our preferred stock a
series of preferred stock designated as the SeriesD Convertible
Preferred Stock, comprising up to 18,500 shares of SeriesD
Preferred Stock (the Preferred Shares).

Stated Value.Each share of SeriesD Preferred Stock
will be issued with an initial Stated Value of $1,000 per share
(the Stated Value). The Stated Value is subject to reduction
upon voluntary or scheduled redemptions or conversions as
described in more detail below.

Maturity Date.The maturity date of the SeriesD
Preferred Stock will be December22, 2017, unless extended at
the option of the Holder of the Preferred Shares.

Ranking.Except for our SeriesC Redeemable Convertible
Preferred Stock, which shall rank senior to the SeriesD
Preferred Stock as to dividends, distributions and payments
upon our liquidation, dissolution and winding up, and subject
to the issuance of capital stock that is of senior or
pari-passu rank to the Preferred Shares, all shares of
our capital stock, including our common stock, shall be junior
in rank to all Preferred Shares with respect to dividends,
distributions and payments upon our liquidation, dissolution
and winding up or any capital stock that has a maturity date or
other date requiring redemption or repayment prior to the
maturity date of the Preferred Stock. Without the prior express
written consent of the holders of a majority of the Preferred
Shares then outstanding, we may not authorize or issue capital
stock that is of senior orpari-passurank to the
Preferred Shares in respect of dividends, distributions and
payments upon our liquidation, dissolution and winding up. In
the event of our merger or consolidation with or into another
corporation, the Preferred Shares shall maintain their relative
powers, rights, designations, privileges and preferences..

Dividends.Holders of the Preferred Shares are not
entitled to receive dividends except in connection with certain
purchase rights and other corporate events, as described in the
certificate of designations, or in connection with certain
distributions of assets, as described in the certificate of
designations, or as, when and if declared by the Board of
Directors acting in its sole and absolute discretion.

Voting Rights. Holders of Preferred Shares shall have
no voting rights, except on matters required by law or under
the certificate of designations to be submitted to a class vote
of the holders of the Preferred Shares. Except where a greater
vote is required by law or by another provision of our
Certificate of Incorporation, without first obtaining the
affirmative vote or consent of holders of at least a majority
of the Preferred Shares then outstanding, voting together as a
single class, we may not: (a)amend or repeal our Certificate of
Incorporation or bylaws, or file any certificate of
designations or articles of amendment of any series of shares
of preferred stock, if such action would adversely alter or
change the preferences, rights, privileges or powers, or
restrictions provided for the benefit of the Preferred Shares
under the certificate of designations, regardless of whether
any such action shall be by means of amendment to our
Certificate of Incorporation or by merger, consolidation or
otherwise; (b)other than as provided under the certificate of
designations increase or decrease (other than by conversion)
the authorized number of Preferred Shares; (c)create or
authorize (by reclassification or otherwise) any new class or
series of preferred stock ranking senior to or pari passu with
the Preferred Shares; (d)purchase, repurchase or redeem any
shares of capital stock, including the common stock, ranking
junior to the Preferred Shares (other than to the terms of the
Companys equity incentive plans and options and other equity
awards granted under such plans (that have in good faith been
approved by the Board)); (e)pay dividends or make any other
distribution on any shares of our capital stock, including the
common stock, that rank junior to the Preferred Shares;
(f)issue any Preferred Shares other than as contemplated
hereby; or (g)whether or not prohibited by the terms of the
Preferred Shares, circumvent a right of the Preferred Shares
under the certificate of designations.

Covenants.

The Company shall not, and the Company shall cause each of its
Subsidiaries to not, directly or indirectly, engage in any
material line of business substantially different from those
lines of business conducted by or publicly contemplated to be
conducted by the Company and each of its Subsidiaries on the
Subscription Date or any business substantially related or
incidental thereto.

The Company shall maintain and preserve, and cause each of its
Subsidiaries to maintain and preserve, its existence, rights
and privileges, and become or remain, and cause each of its
Subsidiaries to become or remain, duly qualified and in good
standing in each jurisdiction in which the character of the
properties owned or leased by it or in which the transaction of
its business makes such qualification necessary, except as
could not reasonably be expected to result in a Material
Adverse Effect.

The Company shall maintain and preserve, and cause each of its
Subsidiaries to maintain and preserve, all of its properties
which are necessary or useful in the proper conduct of its
business in good working order and condition, ordinary wear and
tear excepted, and comply, and cause each of its Subsidiaries
to comply, at all times with the provisions of all leases to
which it is a party as lessee or under which it occupies
property, except as could not reasonably be expected to result
in a Material Adverse Effect.

The Company will, and will cause each of its Subsidiaries to,
take all action reasonably necessary or advisable to maintain
all of the Intellectual Property Rights of the Company and/or
any of its Subsidiaries that are necessary or material to the
conduct of its business in full force and effect, except as
could not reasonably be expected to result in a Material
Adverse Effect.

The Company shall maintain, and cause each of its Significant
Subsidiaries to maintain, insurance with responsible and
reputable insurance companies or associations with respect to
its properties (including all real properties leased or owned
by it) and business, in such amounts and covering such risks as
is required by any governmental authority having jurisdiction
with respect thereto or as is carried generally in accordance
with sound business practice by companies in similar businesses
similarly situated except as could not reasonably be expected
to result in a Material Adverse Effect.

The Company shall not, directly or indirectly, without the
prior written consent of the Required Holders of the Preferred
Shares then outstanding, incur Indebtedness or enter into any
other agreement, contract or understanding if such
Indebtedness, agreement, contract or understanding prohibits
the Company from making any cash redemptions of the Preferred
Shares or cash payments on or in respect of the Preferred
Shares; provided that no prior consent will be required for
Indebtedness the terms of which (a)permit such redemptions and
payments in an aggregate amount equal to the lesser of
(i)$20,000,000 and (ii)the product of (A)1.25 multiplied by
(B)the aggregate Stated Value of the Preferred Shares
outstanding as of the relevant measurement so long as no
default or event of default has occurred and is continuing
under such Indebtedness, or (b)prohibit such redemptions or
payments solely if a default or event of default has occurred
and is continuing under such

Indebtedness, agreement, contract or understanding.

Optional Installment Conversion or Redemption by the
Company.Commencing on January31, 2017 and on the last
business day of each month thereafter through the maturity date
(each an Installment Date), provided that all Equity Conditions
(as defined below) have been satisfied, we will convert from
the Holders of the Preferred Shares, an amount equal to the
aggregate Stated Value of 1,850 Preferred Shares (as such
amount may be reduced by earlier conversion, redemption or
otherwise, the Installment Amount) by converting the
Installment Amount into shares of our common stock (an
Installment Conversion); provided, however, that we may
instead, at our option following notice to the Holders, pay the
Installment Amount by redeeming such Installment Amount for
cash (an Installment Redemption) or by any combination of an
Installment Conversion and an Installment Redemption so long as
we convert and/or redeem all of the outstanding applicable
Installment Amount on the applicable Installment Date.

In the event of an Installment Conversion, we will convert the
applicable Installment Amount of the Preferred Shares (such
amount to be converted, the Installment Conversion Amount) at
the greater of (x)$0.40 (the Floor Price) and (y)the lowest of
(i)the Conversion Price then in effect and (ii)88% of the
average volume weighted average price (VWAP) of the Common
Stock for the three (3)lowest trading days during the
seven(7)consecutive trading day period immediately prior to the
applicable Installment Date (the Installment Conversion Price).
If the Equity Conditions are not satisfied at any time after
notice of an Installment Conversion and prior to the applicable
Installment Date, then any Holder may require us to do any one
or more of the following: (A)we will redeem all or any part
designated by the Holder of the applicable Installment
Conversion Amount at 125% of such designated portion of the
Installment Conversion Amount, and/or (B)the Installment
Conversion shall be null and void with respect to all or any
part designated by such Holder of the unconverted Installment
Conversion Amount and such Holder shall be entitled to all the
rights of a holder of the Preferred Shares with respect to such
designated part of the Installment Conversion Amount; provided,
however, the Conversion Price for such designated part of such
unconverted Installment Conversion Amount shall thereafter be
adjusted to equal the lesser of (A)the Installment Conversion
Price as in effect on the date on which such Holder voided the
Installment Conversion and (B)the Installment Conversion Price
that would be in effect on the date on which such Holder
delivers a conversion notice relating thereto as if such date
was an Installment Date.

In the event of an Installment Redemption, we will redeem for
cash the applicable Installment Amount (such amount to be
redeemed, the Installment Redemption Amount) on the applicable
Installment Date. If we fail to redeem the Installment
Redemption Amount on the applicable Installment Date by payment
of the applicable redemption price, then at the option of the
Holder, the Holder may require us to convert all or any part of
the Installment Redemption Amount or void the redemption. If
the Holder elects to convert, the conversion is at the greater
of (x)the Floor Price and (y)the lowest of (i)the Conversion
Price then in effect and (ii)88% of the average VWAP of the
Common Stock for the three (3)lowest trading days during the
seven(7)consecutive trading day period immediately prior to the
date that Holder provides notice of such election. If the
Holder elects to void the redemption, the Additional Amount (as

described in the certificate of designations) of the applicable
Preferred Shares shall be increased by an amount equal to the
difference between (1)the applicable redemption price minus
(2)the Stated Value portion of the Conversion Amount submitted
for redemption and (z)the Conversion Price of such Preferred
Shares shall be automatically adjusted with respect to each
conversion effected thereafter by such Holder to the lowest of
(A)the Conversion Price as in effect on the date on which the
applicable redemption is voided, (B)the greater of (x)the Floor
Price and (y)85% of the lowest closing bid price of the common
stock during the period described in the certificate of
designations and (C)the greater of (x)the Floor Price and
(y)85% of the average five (5)lowest VWAPs of the common stock
during the twenty (20)consecutive trading day period specified
in the certificate of designations.

Subject to certain limitations described in the certificate of
designations, each Holder will have the right to defer all or
any portion of any Installment Amount to a later or earlier
Installment Date, as applicable.

The term Equity Conditions means, with respect to any given
date of determination: (i)on each day during the period
beginning thirty calendar days prior to the applicable date of
determination and ending on and including the applicable date
of determination (the Equity Conditions Measuring Period), the
common stock (including all shares of common stock issued or
issuable upon conversion of the Preferred Shares and exercise
of the Warrants) is listed or designated for quotation (as
applicable) on the NASDAQ Capital Market or on one of several
named alternative exchanges; (ii)during the Equity Conditions
Measuring Period, we shall have delivered common stock upon
conversion of the Preferred Shares on a timely basis; (iii)any
shares of common stock to be issued in connection with the
event requiring determination (or issuable upon conversion of
the Conversion Amount (as defined below) being redeemed in the
event requiring this determination) may be issued in full
without violating the limitation on beneficial ownership or the
rulesor regulations of the NASDAQ Capital Market; (iv)any
shares of common stock to be issued in connection with the
event requiring determination (or issuable upon conversion of
the Conversion Amount being redeemed in the event requiring
this determination (without regards to any limitations on
conversion set forth in the certificate of designations)) may
be issued in full without violating the rulesor regulations of
the stock exchange on which the common stock is then listed;
(v)on each day during the Equity Conditions Measuring Period,
no public announcement of a pending, proposed or intended
fundamental transaction (as described in the certificate of
designations) shall have occurred which has not been abandoned,
terminated or consummated; (vi)none of the Holders shall be in
possession of any material, non-public information provided to
any of them by us or any of our subsidiaries or any of our
respective affiliates, employees, officers, representatives,
agents or the like; (vii)on each day during the Equity
Conditions Measuring Period we otherwise shall have been in
compliance with each, and shall not have breached any
representation or warranty in any material respect (other than
representations or warranties subject to material adverse
effect or materiality, which may not be breached in any
respect) or any covenant or other term or condition of any
transaction document, including, without limitation, we shall
not have failed to timely make any payment to any transaction
document; (viii)during the Equity Conditions Failure Period (as
described in the certificate of designations), (A)the average
VWAP of the common stock fails to exceed $0.50 (as adjusted for
stock splits, stock dividends, stock combinations,
recapitalizations or other similar transactions involving the
common stock)

or (B)the average aggregate daily dollar trading volume of the
common stock on the Nasdaq Capital Market fails to be more than
$200,000; (ix)on the applicable date of determination (A)no
Authorized Share Failure (as described in the certificate of
designations) shall exist or be continuing and 50% of the sum
of (I)the maximum number of shares of common stock then
issuable upon conversion of the Preferred Shares (without
regard to any limitations on conversion) and (II)the maximum
number of shares of common stock issuable upon exercise of the
Warrants (without regard to any limitations on exercise) are
available under our certificate of incorporation and reserved
to be issued to the certificate of designations and the
Warrants, as applicable, and (B)all shares of common stock to
be issued in connection with the event requiring this
determination (or issuable upon conversion of the Conversion
Amount being redeemed in the event requiring this determination
(without regards to any limitations on conversion set forth
herein)) may be issued in full without resulting in an
Authorized Share Failure; (x)on each day during the Equity
Conditions Measuring Period, there shall not have occurred and
there shall not exist a Triggering Event or an event that with
the passage of time or giving of notice would constitute a
Triggering Event; (xi)the Installment Conversion price is not
determined by the Floor Price; or (xii) the shares of common
stock issuable to the event requiring the satisfaction of the
Equity Conditions are duly authorized and listed and eligible
for trading without restriction on the NASDAQ Capital Market or
on one of several named alternative exchanges.

Optional Conversion by the Holders.At any time
following the issuance of the Preferred Shares, each holder of
the Preferred Shares shall be entitled to convert any whole
number of Preferred Shares, into fully paid and nonassessable
shares of common stock. The number of shares of common stock
issuable upon conversion of each Preferred Share shall be
determined according to the following formula (the Conversion
Rate):

Conversion Amount Conversion Price

The Conversion Amount means, with respect to each Preferred
Share, as of the applicable date of determination, the Stated
Value, plus any declared and unpaid dividends and late charges
as provided in the certificate of designations. The Conversion
Price means $1.55, with respect to each Preferred Share, as of
any Conversion Date or other date of determination, subject to
adjustment for stock splits, stock dividends, stock
combinations, recapitalizations or similar transactions
involving our common stock. No fractional shares of common
stock are to be issued upon the conversion of any Preferred
Share, but rather the number of shares of common stock to be
issued will be rounded to the nearest whole number.

The conversion of Preferred Shares is governed by the terms set
out in the certificate of designations. In the event we fail to
timely deliver common stock on conversion by a Holder, and
after the delivery deadline such Holder purchases shares of our
common stock to deliver in satisfaction of a sale by that
Holder, we will be required to either pay cash to the Holder in
an amount representing its total purchase price for those
shares (including commissions and expenses) in lieu of
delivering the shares of common stock on conversion, or (at the
Holders election) deliver shares of common stock plus an amount
in cash representing the difference between the Holders
purchase price for the shares it purchased and the number of
shares issued upon conversion multiplied by the VWAP of our
common stock on the conversion date.

None of the above limits the right that holders of the
Preferred Shares have to require us to repurchase the Preferred
Shares.

Mandatory Conversion. We have the right, provided that
no Equity Conditions Failure exists, to require each Holder of
Preferred Shares to convert all or any number of the Preferred
Shares held by such Holder (treating all Holders on a
proportionate basis) at the Conversion Rate if the closing sale
price of our common stock equals at least 200% of the
Conversion Price for twenty (20) consecutive trading days.

Holder Optional Redemption after Maturity Date. At any
time from and after the tenth (10)business day prior to the
Maturity Date, any Holder may require us to redeem (a Maturity
Redemption) all or any number of Preferred Shares held by such
Holder at a purchase price equal to 50% of the Conversion
Amount of such Preferred Shares (the Maturity Redemption Price)
by delivery of written notice thereof (the Maturity Redemption
Notice) to us. The Maturity Redemption Notice must state the
date that we are required to pay to such Holder such Maturity
Redemption Price (the Maturity Redemption Date), which date may
be no earlier than ten (10)business days following the date of
delivery of such Maturity Redemption Notice. Such Maturity
Redemptions will be conducted in accordance with the redemption
provisions contained in the certificate of designations.

Redemption/Conversion Option of the Holders upon a
Triggering Event.In addition to all other rights of the
Holders contained in the certificate of designations, after a
Triggering Event (as described below), each Holder will have
the right, at such Holders option, to require us to redeem
and/or convert all or a portion of such Holders Preferred
Shares. Any such Triggering Event redemption would be at a
price per Preferred Share equal to the greater of (i)120% of
the Conversion Amount and (ii)the product of (A)the Conversion
Rate in effect at such time as such Holder delivers notice of
the redemption multiplied by (B)120% of the greatest closing
sale price of the common stock on any trading day during the
period specified in the certificate of designations. Any such
Triggering Event conversion would be at a conversion rate equal
to the quotient of (i)120% of the Conversion Amount divided by
(ii)the lower of (A)the applicable Conversion Price in effect
on the trading day immediately preceding the notice of
conversion and (B)the greater of (1)$0.50 and (2)85% of the
lowest VWAP of the common stock on any trading day during the
period specified in the certificate of designations.

If we fail to redeem the required Preferred Shares in any
Triggering Event Redemption on the applicable redemption date
by payment of the applicable redemption price, then at the
Holder shall have the option to require us to promptly return
to such Holder all or any of the Preferred Shares that were
submitted for redemption and for which the applicable
redemption price has not been paid. In each case (i)the
Additional Amount (as described in the certificate of
designations) of such Preferred Shares shall be increased by an
amount equal to the difference between (1)the applicable
redemption price minus (2)the Stated Value portion of the
Conversion Amount submitted for redemption and (ii)the
Conversion Price of such Preferred Shares shall be
automatically adjusted with respect to each conversion effected
thereafter by such Holder to the lowest of (A)the Conversion
Price as in effect on the date on which the applicable
redemption notice is voided, (B)the greater of (x)the Floor
Price and (y)85% of the lowest closing bid price of the common
stock during the period described in the certificate of
designations and (C)the

greater of (x)the Floor Price and (y)85% of the average of the
five (5)lowest VWAPs of the common stock during the twenty
(20)consecutive trading day period ending immediately prior to
the applicable conversion date.

A Triggering Event shall be deemed to have occurred upon any of
the following events, among other events described in the
certificate of designations:

(i)any of the Preferred Shares or shares of common stock
issuable upon conversion of the Preferred Shares are not freely
tradable under Rule144 of the Securities Act without
restriction;

(ii)the suspension from trading or failure of the common stock
to be listed on the NASDAQ Capital Market (or other eligible
market as specified in the certificate of designations) for a
period of five(5)consecutive trading days;

(iii)(A)our failure on two or more occasions to timely deliver
the required number of shares of common stock after any
applicable conversion date or (B)our notice, written or oral,
to any Holder of our intention not to comply, as required, with
a request for conversion of any Preferred Shares into shares of
common stock that is tendered;

(iv)our failure to pay to the Holder any amounts when and as
due to the certificate of designations or any other transaction
document;

(v)specified voluntary or involuntary events involving
bankruptcy, insolvency, decrees or orders for relief under
bankruptcy, insolvency, reorganization and similar laws, the
appointment of a custodian, receiver or similar official, an
order for the winding up or liquidation of our affairs,
commencement by us of a voluntary case or proceeding under
bankruptcy or similar laws, making an assignment for the
benefit of creditors, and similar voluntary or involuntary
events enumerated in the certificate of designations (in the
case of involuntary events, and such events are not dismissed
within 60days); or

(vi)we breach any representation, warranty, covenant or other
term or condition of any Transaction Document, except, in the
case of a breach of a covenant which is curable, only if such
breach remains uncured for a period of five(5)consecutive
trading days.

Redemption Right of the Holders Upon a Change of
Control.In the event of a fundamental transaction, as
described in the certificate of designations, generally
including, among other transactions, any merger with or into
another entity in which we are not the surviving entity or our
stockholders immediately prior to such merger or consolidation
do not own at least 50% of the outstanding voting securities of
the surviving entity, or a sale of all or substantially all of
our assets, each Holder will have the right, at such Holders
option, to require us to redeem all or a portion of such
Holders Preferred Shares. Any such Change of Control redemption
would be at a price per Preferred Share equal to 125% of the
greatest of (i)the Conversion Amount being redeemed, (ii)the
product of (A)the Conversion Amount being redeemed multiplied
by (B)the quotient determined by dividing (1)the greatest
closing sale price of the common stock during

the period specified in the certificate of designations by
(2)the Conversion Price, and (iii)the product of (A)the
Conversion Amount being redeemed and (B)the quotient determined
by dividing (1)the aggregate cash consideration and the
aggregate cash value of any non-cash consideration per share of
common stock to be paid to holders of the common stock upon
consummation of such Change of Control by (2)the Conversion
Price.

Fundamental Transactions.We will not enter into a
fundamental transaction unless the successor assumes our
obligations under the certificate of designations and the
warrants to purchase common stock issued in the Preferred
Offering and the successor entity or its parent is a publicly
traded corporation whose common stock is quoted on or listed
for trading on one of the stock exchanges described in the
certificate of designations. Upon the occurrence of a
fundamental transaction, the successor entity will succeed to
our obligations.

Limitation on Beneficial Ownership.We will not effect
any conversion of Preferred Shares, and no Holder shall have
the right to convert any Preferred Shares, to the extent that
after giving effect to such conversion, such Holder (together
with its affiliates and certain attributable parties) would
beneficially own in excess of 9.99% (the Maximum Percentage) of
the shares of our common stock outstanding immediately after
giving effect to such conversion. For purposes of the
foregoing, the number of shares of common stock beneficially
owned by a Holder and its affiliates and attributable parties
shall include the number of shares of common stock issuable
upon conversion of the Preferred Shares with respect to which
the determination is being made, but shall exclude the number
of shares of common stock which would be issuable upon
(A)conversion of the remaining, nonconverted Preferred Shares
beneficially owned by such Holder or any of its affiliates or
attributable parties and (B)exercise or conversion of the
unexercised or unconverted portion of any other of our
securities (including, without limitation, the Warrants)
beneficially owned by such Holder or any of its affiliates or
attributable parties subject to a limitation on conversion or
exercise analogous to the limitation contained in the
certificate of designations. Except as set forth in the
preceding sentence, beneficial ownership shall be calculated in
accordance with Section13(d)of the Securities Exchange Act of
1934, as amended. By written notice to us, the Holder may from
time to time increase or decrease the Maximum Percentage to any
other percentage not in excess of 9.99%; provided that (i)any
such increase will not be effective until the sixty-first(61st)
day after such notice is delivered to us, and (ii)any such
increase or decrease will apply only to the Holder providing
such written notice to its affiliates and not to any other
Holder.

Exchange Cap. We may not issue any shares of common
stock upon conversion of any Preferred Shares or otherwise to
the terms of the SeriesD Certificate of Designations if the
issuance of such shares of common stock would, together with
the shares of Common Stock issued in the Common Offering,
exceed the aggregate number of shares of common stock which we
may issue upon exercise or conversion (as the case may be) of
the Preferred Shares without breaching our obligations under
the rulesof the Nasdaq Capital Market, unless we obtain the
approval of our stockholders as required by the applicable
rulesof the Nasdaq Capital Market for issuances of shares of
Common Stock in excess of such amount.

Reservation of Shares Issuable Upon Conversion.So long
as any Preferred Shares remain outstanding, we will be required
to all times reserve at least 140% of the number of shares of
common stock as shall from time to time be necessary to effect
the conversion of all of the Preferred Shares then outstanding
(without regard to any limitations on conversions and assuming
the Preferred Shares remain outstanding until the maturity
date).

Liquidation Preference.In the event of either a
voluntary or involuntary liquidation, dissolution or winding up
of us or our subsidiaries, the assets of which constitute all
or substantially all of the assets of our business and that of
our subsidiaries taken as a whole, in a single transaction or
series of transactions (a liquidation event), the Holders shall
be entitled to receive in cash out of our assets, whether from
capital or from earnings available for distribution to its
stockholders, after any amount (including the SeriesC
Liquidation Amount) that is required to be paid to our SeriesC
Preferred Stock and before any amount shall be paid to the
holders of any of capital stock ranking junior to the Preferred
Shares, but pari passu with any capital stock then outstanding
that ranks pari passu with the Preferred Shares, an amount per
Preferred Share equal to the greater of (A)125% of the
Conversion Amount thereof on the date of such payment and
(B)the amount per share such Holder would receive if such
Holder converted such Preferred Shares into common stock
immediately prior to the date of such payment.

Transfer of Shares. A Holder may transfer some or all
of its Preferred Shares, except that no Preferred Shares may be
sold or transferred other than to a U.S. person as described in
section 7701(a)(30) of the Internal Revenue Code of 1986, as
amended.

Transfer Agent and Registrar. The transfer agent and
registrar for our Preferred Shares is Broadridge Corporate
Issuer Solutions, Inc. the transfer agent and registrar’s
address is 1717 Arch Street, Suite 1300, Philadelphia,
Pennsylvania, 19103.

A copy of the Certificate of Designations for the Series D
Convertible Preferred Stock is attached as Exhibit 3.1 hereto.
The foregoing description of the Series D Preferred Stock does
not purport to be complete and is qualified in its entirety by
reference to Exhibit 3.1.

The Preferred Underwriting Agreement is attached hereto as an
exhibit to provide investors and security holders with
information regarding its terms. It is not intended to provide
any other factual information about the Company. The
representations, warranties and covenants contained in the
Common Underwriting Agreement were made only for purposes of
the Preferred Underwriting Agreement and as of specific dates,
were solely for the benefit of the parties to the Preferred
Underwriting Agreement, and may be subject to limitations
agreed upon by the contracting parties, including being
qualified by confidential disclosures exchanged between the
parties in connection with the execution of the Preferred
Underwriting Agreement.

A copy of the opinion of Goodwin Procter LLP relating to the
legality of the issuance and sale of the Preferred Offering
Securities in the Preferred Offering is attached as Exhibit5.2
hereto. A copy of the Preferred Underwriting Agreement is filed
herewith as Exhibit1.2 and is incorporated herein by reference.
The foregoing description of the Preferred Offering and the
documentation related thereto does not purport to be complete
and is qualified in its entirety by reference to such Exhibits.

On December19, 2016, the Company issued a press release
announcing the pricing of the Common Offering and the Preferred
Offering. A copy of the press release is attached hereto as
Exhibit99.1 and is incorporated herein by reference.

Item 3.03. Material Modification to
Rights of Security Holders.

In connection with and prior to entering into the Common
Underwriting Agreement and the Preferred Underwriting
Agreement, on December19, 2016, the Company and Broadridge
Corporate Issuer Solutions,Inc., as rights agent (Broadridge),
entered into an Amendment No.6 (the Amendment) to Shareholders
Rights Agreement, dated as of June23, 2009 (as amended by
Amendment No.1 to Shareholder Rights Agreement, dated as of
May6, 2011, Amendment No.2 to Shareholder Rights Agreement,
dated March16, 2012, Amendment No.3 to Shareholder Rights
Agreement, dated March23, 2012, Amendment No.4 to Shareholder
Rights Agreement dated February11, 2013, and Amendment No.5 to
Shareholder Rights Agreement, dated May8, 2013, the Rights
Agreement), between the Company and Broadridge. The Amendment
amends the definition of Acquiring Person to allow Tech
Opportunities LLC and its affiliates or associates to acquire
(i)Common Stock and Common Warrants, and the shares of Common
Stock of the Company underlying such Common Warrants, through
the Common Offering, and (ii)shares of SeriesD Preferred Stock
and Common Warrants, and the shares of Common Stock of the
Company underlying such Common Warrants, through the Preferred
Offering, without triggering the rights under the Rights
Agreement. If Tech Opportunities LLC becomes the beneficial
owner of 15% or more of the shares of Common Stock and at such
time Tech Opportunities LLC is or is deemed to be the
beneficial owner of any shares of Common Stock other than by
virtue of owning shares of Common Stock, SeriesD Preferred
Stock, Common Warrants acquired through the Common Offering or
the Preferred Offering and any shares of Common Stock acquired
upon conversion, exercise or redemption thereof or any
dividends payable or paid-in-kind, then Tech Opportunities LLC
will be deemed an Acquiring Person under the Rights Agreement.

The foregoing summary is qualified in its entirety by reference
to the Amendment, which is filed as Exhibit4.2 hereto and is
incorporated herein by reference.

Item 5.01 Amendments to Articles of
Incorporation or Bylaws

On December 21, 2016 the Company filed a Certificate of
Designations of Series D Convertible Preferred Stock with the
Secretary of State of the State of Delaware establishing the
rights, preferences, privileges, qualifications, restrictions,
and limitations relating to the Series D Preferred Stock, as
described herein under the heading Series D Convertible
Preferred Stock, which description is hereby incorporated into
this Item 5.01 by reference. A copy of the Certificate of
Designations is attached hereto as Exhibit 3.1.

A copy of the Certificate of Designations for the Series D
Convertible Preferred Stock is attached as Exhibit 3.1 hereto.
The foregoing description does not purport to be complete and
is qualified in its entirety by reference to Exhibit 3.1.

Item 8.01 Existing Warrant
Dilution

On January 15, 2014 the Company issued a warrant to acquire
4,000,000 shares of common stock (the Adjustable Warrant). to
the terms of the Adjustable Warrant, if securities are sold a
price below the current exercise price of the Adjustable
Warrant, the Adjustable Warrant’s exercise price will adjust
to equal the issuance price of such securities. Under the terms
of the warrants sold in the Common Offering and the Preferred
Offering, the Adjustable Warrant is expected to adjust to an
exercise price of less than $1.00 per share, and may be
significantly less than $1.00 per share.

Item 9.01. Financial Statements and Exhibits

d) Exhibits.