	~~Page~~
APPENDIX D — CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF THE SERIES C PARTICIPATING CONVERTIBLE PREFERRED STOCK OF ISIGN SOLUTIONS INC. TO AUTOMATICALLY CONVERT SERIES C PREFERRED STOCK AND REDUCE ITS CONVERSION PRICE		~~D-1~~

APPENDIX E — CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF DESIGNATION OF THE SERIES D CONVERTIBLE PREFERRED STOCK OF ISIGN SOLUTIONS INC. TO AUTOMATICALLY CONVERT SERIES D-1 PREFERRED STOCK AND REDUCE ITS CONVERSION PRICE		~~E-1~~

APPENDIX F — CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF DESIGNATION OF THE SERIES D CONVERTIBLE PREFERRED STOCK OF ISIGN SOLUTIONS INC. TO AUTOMATICALLY CONVERT SERIES D-2 PREFERRED STOCK AND REDUCE ITS CONVERSION PRICE		~~F-1~~

APPENDIX G — SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ISIGN SOLUTIONS INC. TO INTEGRATE THE THEN-IN-EFFECT PROVISIONS OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND TO DECREASE OUR AUTHORIZED COMMON STOCK AND PREFERRED STOCK		~~G-1~~

~~iii~~

~~ISIGN SOLUTIONS INC.~~

~~275 Shoreline Drive, Suite 500~~
~~Redwood Shores, California 94065~~
~~Telephone: (650) 802-7888~~
~~Facsimile: (650) 802-7777~~

PROXY STATEMENT ~~FOR~~
~~SPECIAL~~

ANNUAL MEETING OF STOCKHOLDERS

~~General Information~~

INTRODUCTION

This Proxy Statement isand the accompanying proxy card are being furnished to stockholders of iSign Solutions, Inc., a Delaware corporation (the “Company”), in connection with the solicitation of proxies by the Board of Directors ~~of iSign Solutions Inc. (“we”, “us”, “our”, “iSign”, the “Company” or “our Company”)~~ for use in voting at the ~~Special~~Company’s Annual Meeting of Stockholders ~~which we refer to as the Special Meeting,~~ to be held at ~~our headquarters, 275 Shoreline Drive,~~the Company’s Headquarters, 2025 Gateway Place, Suite ~~500, Redwood Shores,~~485, San Jose, California ~~94065,~~95110, on ~~January •,~~December 30, 2016, at ~~•, local time,~~1:00 p.m. Pacific Time, and any ~~adjournment~~adjournments or ~~postponement thereof. The matters~~postponements thereof (the “Annual Meeting”).

At the Annual Meeting, stockholders of the Company will be asked to ~~be considered~~consider and ~~acted~~vote upon ~~at this Special Meeting are set forth in~~ the ~~attached Notice of Special Meeting.~~ following:

To elect seven directors;

To consider and vote upon a proposal to increase the number of shares available for future grant in the Company’s 2011 Stock Compensation Plan;

To consider and vote on a proposal to approve an Amended and Restated Certificate of Incorporation to decrease the authorized shares of common stock and preferred stock,

To ratify the appointment of Armanino, LLP as the Company’s independent auditors for the year ending December 31, 2016; and

To transact such other business as may properly come before the Annual Meeting.

This Proxy Statement ~~the Notice of Special Meeting~~ and the ~~form~~accompanying proxy card, together with a copy of ~~proxy~~the Company’s Annual Report to Stockholders, are first being mailed or delivered to stockholders of the Company on or about December ~~•, 2015.~~10, 2016.

~~Record Date~~

~~Our~~WHETHER OR NOT YOU ATTEND THE ANNUAL MEETING, YOUR VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE ASKED TO VOTE YOUR SHARES BY PROXY VIA INTERNET, TELEPHONE OR MAIL, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. SHARES CAN BE VOTED AT THE ANNUAL MEETING ONLY IF THE HOLDER IS REPRESENTED BY PROXY OR IS PRESENT.

VOTING SECURITIES

The Board of Directors has fixed ~~December~~November 28, ~~2015~~2016 as the record date (“Record Date”) for ~~the purpose~~purposes of determining the stockholders entitled to ~~receive~~ notice of and to vote at the ~~Special~~Annual Meeting ~~which we refer~~and any adjournments or postponements thereof. Accordingly, only holders of record of shares of the Company’s Common Stock (“Common Stock”) at the close of business on such date are entitled to ~~as the Record Date. We will make available an alphabetical list~~notice of, ~~stockholders entitled~~and to vote at, the ~~Special Meeting for examination by any stockholder during ordinary business hours, at our executive offices, from December •, 2015 until the Special~~Annual Meeting.

~~Quorum and Required Vote~~

~~As of~~ At the close of business on the ~~Record Date,~~record date, there were ~~234,307,542~~approximately ___ beneficial owners of 5,564,179 outstanding shares of our common stock, 928,657 shares of our Series A-1 Cumulative Convertible Preferred Stock (the “Series A-1 Preferred Stock”), 13,190,948 shares of our Series B Participating Convertible Preferred Stock (the “Series B Preferred Stock”), 5,356,258 shares of our Series C Participating Convertible Preferred Stock (the “Series C Preferred Stock”), 7,877,863 shares of our Series D-1 Convertible Preferred Stock (the “Series D-1 Preferred Stock”) and 6,223,488 shares of our Series D-2 Convertible Preferred Stock (the “Series D-2 Preferred Stock”) issued and outstanding and entitled to vote at the Special Meeting.Common Stock. Each holder of ~~our common stock~~Common Stock is entitled to one vote for each share of ~~common stock held as of the close of business on the Record Date. Each holder of~~ our ~~Series A-1 Preferred~~Common Stock is entitled to that number of votes per share of Series A-1 Preferred Stock held as of the close of business on the Record Date as if such shares were converted to shares of common stock. Each holder of our Series B Preferred Stock, Series C Preferred Stock, Series D-1 Preferred Stock and Series D-2 Preferred Stock is entitled to the number of votes equal to the number of whole shares of common stock into which the shares of Series B Preferred Stock, Series C Preferred Stock, Series D-1 Preferred Stock and Series D-2 Preferred Stock, respectively, held by such ~~holder are convertible~~holder.

If a choice as to the matters coming before the Annual Meeting has been specified by a stockholder “FOR,” “AGAINST” or “ABSTAIN” on the ~~Record Date. As~~proxy card, which is duly returned and properly executed, the shares will be voted accordingly. If no choice is specified on the returned and properly executed proxy card, the shares will be voted FOR each nominated director and FOR approval of all proposals described in the ~~Record Date, each share~~Notice of Series A-1 Preferred Stock converts into approximately 7.1429 shares of our common stock, each share of Series B Preferred Stock converts into approximately 23.0947 shares of our common stock, each share of Series C Preferred Stock converts into approximately 44.4444 shares of our common stock, each share of Series D-1 Preferred Stock converts into approximately 44.4444 shares of our common stock and each share of Series D-2 Preferred Stock converts into approximately 20.0000 shares of our common stock. Accordingly, the holders of our common stock are entitled to 234,307,542 votes, the holders of our Series A-1 Preferred Stock are entitled to approximately 6,633,264 votes, the holders of our Series B Preferred Stock are entitled to approximately 304,640,831 votes, the holders of our Series C Preferred Stock are entitled to approximately

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238,055,911 votes, the holders of our Series D-1 Preferred Stock are entitled to approximately 350,127,244 votes and the holders of our Series D-2 Preferred Stock are entitled to approximately 124,469,760 votes, respectivelyAnnual Meeting and in this Proxy Statement. The Board of Directors does not know of any matters other than those described in the ~~aggregate, on all matters~~Notice of Annual Meeting that are to ~~be voted on by~~come before the holders of our common stock and preferred stock, voting together as a single class, and on all matters to be voted on by the holders of common stock and preferred stock, or any series thereof, separately as a class.

Annual Meeting. The presence in person or by proxy of a majority of the ~~following~~total number of outstanding shares of Common Stock entitled to vote at the Annual Meeting is ~~required~~necessary to constitute a quorum at the ~~meeting: (i) holders~~Annual Meeting. If less than a majority of ~~record of common stock and preferred stock representing~~outstanding shares entitled to vote are represented at the Annual Meeting, a majority of the shares ~~entitled to vote~~present at the ~~Special~~Annual Meeting may adjourn the Annual Meeting to another date, time or place, and ~~(ii) holders of record of common stock and preferred stock representing a majority~~notice need not be given of the ~~votes entitled to be cast~~new date, time or place if the new date, time or place is announced at the ~~Special Meeting.~~Annual Meeting before an adjournment is taken.

~~Amendment to Our Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split~~ ~~(Proposal 1).~~ Proposal 1 will provide for a reverse stock split of our common stock in a range of not less than 1-for-750 and not more than 1-for-1,250. In addition to the quorum requirements for the Special Meeting, the presence, in person or by proxy, of the following is required to constitute a quorum on Proposal 1: (i) holders of record of Series B Preferred Stock representing a majority of the outstanding Series B Preferred Stock; (ii) holders of record of Series C Preferred Stock representing a majority of the outstanding Series C Preferred Stock; (iii) holders of record of Series D-1 Preferred Stock representing a majority of the outstanding Series D-1 Preferred Stock; (iv) holders of record of Series D-2 Preferred Stock representing a majority of the outstanding Series D-2 Preferred Stock; and (v) holders of record of common stock representing a majority of the outstanding common stock. The affirmative vote of each of the following holders is required to approve Proposal 1: (i) holders representing a majority of the voting power of our common stock and preferred stock, voting together as a single class; (ii) holders representing a majority of the outstanding shares of Series B Preferred Stock, voting as a separate class; (iii) holders representing a majority of the outstanding shares of Series C Preferred Stock, voting as a separate class; (iv) holders representing a majority of the outstanding shares of Series D-1 Preferred Stock, voting as a separate class; (v) holders representing a majority of the outstanding shares of Series D-2 Preferred Stock, voting as a separate class; and (vi) holders representing a majority of our outstanding common stock, voting as a separate class.

~~Amendment to Our Third Amended and Restated Certificate of Designation of the Series A-1 Cumulative~~ ~~Convertible Preferred Stock to, Among Other Things, (i) Automatically Convert Each Share of Our Series A-1~~ ~~Preferred Stock into Shares of Common Stock Upon the Closing of a Firm-Commitment Underwritten Public Offering~~ ~~of Shares of Our Common Stock at a Price Per Share of Not Less Than $4.00 Which Provides At Least $8 Million~~ ~~in Gross Proceeds to the Company and (ii) Reduce the Conversion Price of Our Series A-1 Preferred Stock (Proposal~~ ~~2).~~ Proposal 2 will, among other things, provide for the automatic conversion of each share of Series A-1 Preferred Stock into shares of common stock upon the closing of a firm-commitment underwritten public offering of shares of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company and the reduction of the conversion price of Series A-1 Preferred Stock. In addition to the quorum requirements for the Special Meeting, the presence, in person or by proxy, of the following is required to constitute a quorum on Proposal 2: (i) holders of record of preferred stock representing a majority of the votes entitled to be cast by the preferred stock at the Special Meeting; (ii) holders of record of Series A-1 Preferred Stock representing a majority of the outstanding Series A-1 Preferred Stock; (iii) holders of record of Series B Preferred Stock representing a majority of the outstanding Series B Preferred Stock; (iv) holders of record of Series C Preferred Stock representing a majority of the outstanding Series C Preferred Stock; (v) holders of record of Series D-1 Preferred Stock representing a majority of the outstanding Series D-1 Preferred Stock; and (vi) holders of record of Series D-2 Preferred Stock representing a majority of the outstanding Series D-2 Preferred Stock. The affirmative vote of each of the following holders is required to approve Proposal 2: (i) holders representing a majority of the voting power of our preferred stock, voting together as a single class; (ii) holders representing a majority of the outstanding shares of Series A-1 Preferred Stock, voting as a separate class (iii) holders representing a majority of the outstanding shares of Series B Preferred Stock, voting as a separate class; (iv) holders representing a majority of the outstanding shares of Series C Preferred Stock, voting as a separate class; (v) holders representing a majority of the outstanding shares of Series D-1 Preferred Stock, voting as a separate class; and (vi) holders representing a majority of the outstanding shares of Series D-2 Preferred Stock, voting as a separate class.

~~Amendment to Our Second Amended and Restated Certificate of Designation of the Series B Participating~~ ~~Convertible Preferred Stock to (i) Automatically Convert Each Share of Our Series B Preferred Stock into Shares of~~ ~~Common Stock Upon the Closing of a Firm-Commitment Underwritten Public Offering of Shares of Our Common~~ ~~Stock at a Price Per Share of Not Less Than $4.00 Which Provides At Least $8 Million in Gross Proceeds to the~~

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~~Company and (ii) Reduce the Conversion Price of Our Series B Preferred Stock (Proposal 3).~~ Proposal 3 will provide for the automatic conversion of each share of Series B Preferred Stock into shares of common stock upon the closing of a firm-commitment underwritten public offering of shares of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company and the reduction of the conversion price of Series B Preferred Stock. In addition to the quorum requirements for the Special Meeting, the presence, in person or by proxy, of the following is required to constitute a quorum on Proposal 3: (i) holders of record of preferred stock representing a majority of the votes entitled to be cast by the preferred stock at the Special Meeting; (ii) holders of record of Series B Preferred Stock representing a majority of the outstanding Series B Preferred Stock; (iii) holders of record of Series C Preferred Stock representing a majority of the outstanding Series C Preferred Stock; (iv) holders of record of Series D-1 Preferred Stock representing a majority of the outstanding Series D-1 Preferred Stock; and (v) holders of record of Series D-2 Preferred Stock representing a majority of the outstanding Series D-2 Preferred Stock. The affirmative vote of each of the following holders is required to approve Proposal 3: (i) holders representing a majority of the voting power of our preferred stock, voting together as a single class; (ii) holders representing a majority of the outstanding shares of Series B Preferred Stock, voting as a separate class; (iii) holders representing a majority of the outstanding shares of Series C Preferred Stock, voting as a separate class; (iv) holders representing a majority of the outstanding shares of Series D-1 Preferred Stock, voting as a separate class; and (v) holders representing a majority of the outstanding shares of Series D-2 Preferred Stock, voting as a separate class.

~~Amendment to Our Amended and Restated Certificate of Designation of the Series C Participating Convertible~~ ~~Preferred Stock to, Among Other Things, (i) Automatically Convert Each Share of Our Series C Preferred Stock into~~ ~~Shares of Common Stock Upon the Closing of a Firm-Commitment Underwritten Public Offering of Shares of Our~~ ~~Common Stock at a Price Per Share of Not Less Than $4.00 Which Provides At Least $8 Million in Gross Proceeds~~ ~~to the Company and (ii) Reduce the Conversion Price of Our Series C Preferred Stock (Proposal 4).~~ Proposal 4 will, among other things, provide for the automatic conversion of each share of Series C Preferred Stock into shares of common stock upon the closing of a firm-commitment underwritten public offering of shares of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company and the reduction of the conversion price of Series C Preferred Stock. In addition to the quorum requirements for the Special Meeting, the presence, in person or by proxy, of the following is required to constitute a quorum on Proposal 4: (i) holders of record of preferred stock representing a majority of the votes entitled to be cast by the preferred stock at the Special Meeting; (ii) holders of record of Series B Preferred Stock representing a majority of the outstanding Series B Preferred Stock; (iii) holders of record of Series C Preferred Stock representing a majority of the outstanding Series C Preferred Stock; (iv) holders of record of Series D-1 Preferred Stock representing a majority of the outstanding Series D-1 Preferred Stock; and (v) holders of record of Series D-2 Preferred Stock representing a majority of the outstanding Series D-2 Preferred Stock. The affirmative vote of each of the following holders is required to approve Proposal 4: (i) holders representing a majority of the voting power of our preferred stock, voting together as a single class; (ii) holders representing a majority of the outstanding shares of Series B Preferred Stock, voting as a separate class; (iii) holders representing a majority of the outstanding shares of Series C Preferred Stock, voting as a separate class; (iv) holders representing a majority of the outstanding shares of Series D-1 Preferred Stock, voting as a separate class; and (v) holders representing a majority of the outstanding shares of Series D-2 Preferred Stock, voting as a separate class.

~~Amendment to Our Certificate of Designation of the Series D Convertible Preferred Stock to, Among Other~~ ~~Things, (i) Automatically Convert Each Share of Our Series D-1 Preferred Stock into Shares of Common Stock Upon~~ ~~the Closing of a Firm-Commitment Underwritten Public Offering of Shares of Our Common Stock at a Price Per~~ ~~Share of Not Less Than $4.00 Which Provides At Least $8 Million in Gross Proceeds to the Company and (ii) Reduce~~ ~~the Conversion Price of Our Series D-1 Preferred Stock (Proposal 5).~~ Proposal 5 will, among other things, provide for the automatic conversion of each share of Series D-1 Preferred Stock into shares of common stock upon the closing of a firm-commitment underwritten public offering of shares of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company and the reduction of the conversion price of Series D-1 Preferred Stock. In addition to the quorum requirements for the Special Meeting, the presence, in person or by proxy, of the following is required to constitute a quorum on Proposal 5: (i) holders of record of preferred stock representing a majority of the votes entitled to be cast by the preferred stock at the Special Meeting; (ii) holders of record of Series B Preferred Stock representing a majority of the outstanding Series B Preferred Stock; (iii) holders of record of Series C Preferred Stock representing a majority of the outstanding Series C Preferred Stock; (iv) holders of record of Series D-1 Preferred Stock representing a majority of the outstanding Series D-1 Preferred Stock; and (v) holders of record of Series D-2 Preferred Stock representing a majority of the

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outstanding Series D-2 Preferred Stock. The affirmative vote of each of the following holders is required to approve Proposal 5: (i) holders representing a majority of the voting power of our preferred stock, voting together as a single class; (ii) holders representing a majority of the outstanding shares of Series B Preferred Stock, voting as a separate class; (iii) holders representing a majority of the outstanding shares of Series C Preferred Stock, voting as a separate class; (iv) holders representing a majority of the outstanding shares of Series D-1 Preferred Stock, voting as a separate class; and (v) holders representing a majority of the outstanding shares of Series D-2 Preferred Stock, voting as a separate class.

~~Amendment to Our Certificate of Designation of the Series D Convertible Preferred Stock to, Among Other~~ ~~Things, (i) Automatically Convert Each Share of Our Series D-2 Preferred Stock into Shares of Common Stock Upon~~ ~~the Closing of a Firm-Commitment Underwritten Public Offering of Shares of Our Common Stock at a Price Per~~ ~~Share of Not Less Than $4.00 Which Provides At Least $8 Million in Gross Proceeds to the Company and (ii) Reduce~~ ~~the Conversion Price of Our Series D-2 Preferred Stock (Proposal 6).~~ Proposal 6 will, among other things, provide for the automatic conversion of each share of Series D-2 Preferred Stock into shares of common stock upon the closing of a firm-commitment underwritten public offering of shares of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company and the reduction of the conversion price of Series D-2 Preferred Stock. In addition to the quorum requirements for the Special Meeting, the presence, in person or by proxy, of the following is required to constitute a quorum on Proposal 6: (i) holders of record of preferred stock representing a majority of the votes entitled to be cast by the preferred stock at the Special Meeting; (ii) holders of record of Series B Preferred Stock representing a majority of the outstanding Series B Preferred Stock; (iii) holders of record of Series C Preferred Stock representing a majority of the outstanding Series C Preferred Stock; (iv) holders of record of Series D-1 Preferred Stock representing a majority of the outstanding Series D-1 Preferred Stock; and (v) holders of record of Series D-2 Preferred Stock representing a majority of the outstanding Series D-2 Preferred Stock. The affirmative vote of each of the following holders is required to approve Proposal 6: (i) holders representing a majority of the voting power of our preferred stock, voting together as a single class; (ii) holders representing a majority of the outstanding shares of Series B Preferred Stock, voting as a separate class; (iii) holders representing a majority of the outstanding shares of Series C Preferred Stock, voting as a separate class; (iv) holders representing a majority of the outstanding shares of Series D-1 Preferred Stock, voting as a separate class; and (v) holders representing a majority of the outstanding shares of Series D-2 Preferred Stock, voting as a separate class.

~~Amendment and Restatement of Our Amended and Restated Certificate of Incorporation, as amended, to~~ ~~Integrate Then-in-Effect Provisions and, Among Other Things, Decrease Our Authorized Common Stock and~~ ~~Preferred Stock (Proposal 7)~~. In addition to the quorum requirements for the Special Meeting, the presence, in person or by proxy, of the following is required to constitute a quorum on Proposal 7: (i) holders of record of preferred stock representing a majority of the votes entitled to be cast by the preferred stock at the Special Meeting; (ii) holders of record of common stock representing a majority of the outstanding common stock; (iii) holders of record of Series B Preferred Stock representing a majority of the outstanding Series B Preferred Stock; (iv) holders of record of Series C Preferred Stock representing a majority of the outstanding Series C Preferred Stock; (v) holders of record of Series D-1 Preferred Stock representing a majority of the outstanding Series D-1 Preferred Stock; and (vi) holders of record of Series D-2 Preferred Stock representing a majority of the outstanding Series D-2 Preferred Stock. The affirmative vote of each of the following holders is required to approve Proposal 7: (i) holders representing a majority of the voting power of our common stock and preferred stock, voting together as a single class; (ii) holders representing a majority of the voting power of our common stock, voting as a separate class; (iii) holders representing a majority of the voting power of our preferred stock, voting together as a single class; (iv) holders representing a majority of the outstanding shares of Series B Preferred Stock, voting as a separate class; (v) holders representing a majority of the outstanding shares of Series C Preferred Stock, voting as a separate class; (vi) holders representing a majority of the outstanding shares of Series D-1 Preferred Stock, voting as a separate class; and (vi) holders representing a majority of the outstanding shares of Series D-2 Preferred Stock, voting as a separate class.

~~We refer to Proposals 1, 2, 3, 4, 5, 6 and 7 together as the “Amendment Proposals.”~~

~~Adjournment of Special Meeting from Time to Time, If Necessary or Advisable (as Determined in Good Faith~~ ~~by the Board of Directors), to Solicit Additional Proxies If There Are Insufficient Votes at the Time of the Special~~ ~~Meeting to Approve One or More of the Amendment Proposals (Proposal 8)~~~~. Assuming a quorum for the Special Meeting is present, the affirmative vote of each of the following holders is required to approve Proposal 8: (i) a~~

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majority of the shares present in person or by proxy at the Special Meeting and (ii) a majority of the voting power present in person or by proxy at the Special Meeting. Assuming a quorum for the Special Meeting is not present, the affirmative vote of a majority of the voting power present in person or by proxy at the Special Meeting is required to approve Proposal 8.

~~Abstentions and Broker “Non-Votes”~~

If stockholders do not give their brokers instructions as to how to vote shares held in street name, the brokers have discretionary authority to vote those shares on ‘routine’ matters, but not on ‘non-routine’ proposals, such as the Amendment Proposals. As a result, if you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote. Shares held by brokers who do not have discretionary authority to vote on a particular matter and who have not received voting instructions from their customers will be counted as present for the purpose of determining whether there is a quorum at the Special Meeting, but will not be voted on such proposal, which will have the same effect as voting ~~AGAINST~~ any such Amendment Proposals. Abstentions (whether by checking the “abstain” box or attending the Special Meeting and not voting) will be counted as present for the purpose of determining whether there is a quorum at the Special Meeting and for each of the Amendment Proposals, but will have the same effect as voting ~~AGAINST~~ ~~the Amendment Proposals.~~

~~Appointment of Proxies~~

~~You may vote in person at the Special Meeting or by proxy. We recommend that you vote by proxy even if you plan to attend the Special Meeting. You can always change your vote at the Special Meeting.~~

~~Voting by Proxy~~

Whether or not you plan to attend the ~~Special~~Annual Meeting, you may submit a proxy to vote your shares via Internet, telephone or mail as more fully described below:

•●

By Internet: Go to www.proxyvote.com and follow the instructions. You will need your proxy card to submit your proxy.

~~By Telephone: Call 1-800-690-6903 and follow the voice prompts. You will need your proxy card to submit your proxy.~~

~~By Mail: Mark your vote, sign your name exactly as it appears on your proxy card, date your proxy card and return it in the envelope provided.~~

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By Telephone: Call 1-800-690-6903 and follow the voice prompts. You will need your proxy card to submit your proxy.

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By Mail: Mark your vote, sign your name exactly as it appears on your proxy card, date your proxy card and return it in the envelope provided.

If you vote via the Internet or by telephone, your electronic vote authorizes the persons designated on the enclosed form of proxy in the same manner as if you signed, dated and returned your proxy card.If you vote by Internet or by telephone, do not return your proxy card.

If your shares are held in “street name” (that is, in the name of a bank, broker or other holder of record), you will receive instructions from the holder of record that you must follow in order for your shares to be voted. Internet and/or telephone voting also will be offered to stockholders owning shares through most banks and brokers.

The named proxies will vote the shares in respect of which they are appointed proxy in accordance with the instructions of the stockholder as indicated on the proxy. If the stockholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly. In the absence of any such instructions, shares represented by such proxies will be voted

Attendance at the ~~Special Meeting in accordance with the recommendations of the Board of Directors as follows:~~

~~“FOR”:~~

~~Proposal No. 1 — Approval of an amendment to our Amended and Restated Certificate of Incorporation to effect~~meeting will not automatically revoke a ~~reverse stock split of our common stock in a range of not less than 1-for-750 and not more than 1-for-1,250;~~

Proposal No. 2 — Approval of an amendment to our Third Amended and Restated Certificate of Designation of the Series A-1 Cumulative Convertible Preferred Stock to, among other things, (a) automatically convert each share of Series A-1 Preferred Stock into shares of common stock upon the

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closing of a firm-commitment underwritten public offering of shares of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company and (b) reduce the conversion price of our Series A-1 Preferred Stock;

Proposal No. 3 — Approval of an amendment to our Second Amended and Restated Certificate of Designation of the Series B Participating Convertible Preferred Stock to (a) automatically convert each share of Series B Preferred Stock into shares of common stock upon the closing of a firm-commitment underwritten public offering of shares of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company and (b) reduce the conversion price of our Series B Preferred Stock;

Proposal No. 4 — Approval of an amendment to our Amended and Restated Certificate of Designation of the Series C Participating Convertible Preferred Stock to, among other things, (a) automatically convert each share of Series C Preferred Stock into shares of common stock upon the closing of a firm-commitment underwritten public offering of shares of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company and (b) reduce the conversion price of our Series C Preferred Stock;

Proposal No. 5 — Approval of an amendment to our Certificate of Designation of the Series D Convertible Preferred Stock to, among other things, (a) automatically convert each share of Series D-1 Preferred Stock into shares of common stock upon the closing of a firm-commitment underwritten public offering of shares of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company and (b) reduce the conversion price of our Series D-1 Preferred Stock;

Proposal No. 6 — Approval of an amendment to our Certificate of Designation of the Series D Convertible Preferred Stock to, among other things, (a) automatically convert each share of Series D-2 Preferred Stock into shares of common stock upon the closing of a firm-commitment underwritten public offering of shares of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company and (b) reduce the conversion price of our Series D-2 Preferred Stock;

Proposal No. 7 — Approval of a Second Amended and Restated Certificate of Incorporation , which will integrate the then-in-effect provisions of our Amended and Restated Certificate of Incorporation, as amended, and, among other things, decrease the authorized shares of common stock and preferred stock; and

Proposal No. 8 — Adjournment of the Special Meeting from time to time, if necessary or advisable (as determined in good faith by the Board of Directors), to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve one or more of the Amendment Proposals.

If any other matters are properly presented at the Special Meeting or any adjournment or postponement thereof, the persons named in the form of proxy will be entitled to vote on those matters in their discretion for shares of stock in respect of which they are appointedpreviously-submitted, properly-executed proxy. ~~As of the date of this Proxy Statement, we are not aware of any other matters to be raised at the Special Meeting.~~

~~Revocation of Proxies~~

A ~~registered holder of common or preferred stock who has given~~stockholder executing a proxy card pursuant to this solicitation may revoke ~~the~~his or her proxy at any time ~~before it is exercised by giving written notice revoking the proxy; by delivering a properly executed proxy card bearing a later date~~prior to our Corporate Secretary at 275 Shoreline Drive, Suite 500, Redwood Shores, California 94065; by submitting a proxy bearing a later date via Internet or telephone; or by attending the Special Meeting, revoking the previously-granted proxy and voting in person. Attending the Special Meeting will not automatically revoke your proxy. A non-registered stockholder who wishes to revoke a voting instruction form should contact his or her broker, trustee or nominee for instructions.its use by:

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delivering to the Secretary of the Company a signed notice of revocation;

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delivering a properly executed proxy card with a later date than the proxy card being revoked;

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submitting a proxy by Internet or telephone at a later date than the proxy card being revoked; or

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attending the meeting, revoking the previously-granted proxy and voting in person.

In order to be effective, all revocations or ~~later-filed proxies~~a subsequently filed proxy card must be delivered to usthe Company at the address listed above ~~or submitted via Internet or telephone not~~no later than ~~January •,~~December 29, 2016, •5:00 p.m., local time. All valid unrevoked proxies will be voted at the ~~Special~~Annual Meeting and any adjournments or postponements thereof.

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~~Cost of Proxy Solicitation~~

We will bear the cost of this solicitation, including amounts paid to banks, brokers and other record owners to reimburse them for their expenses in forwarding solicitation materials regarding the Special Meeting to beneficial owners of our common and preferred stock. The solicitation will be by mail, with materials being forwarded to the stockholders of record and certain other beneficial owners of our common and preferred stock by our officers and other employees (at no additional compensation). Such officers and employees may also solicit proxies from stockholders by personal contact, by telephone, by facsimile or by electronic communication.

~~Dissenters’ Rights~~

Under Delaware law, ~~our~~ stockholders are not entitled to ~~dissenters’ rights (i.e., statutory~~ appraisal rights ~~under Delaware law)~~ with respect to any ~~matters~~of the proposals set forth in this Proxy Statement.

Proxy cards marked as abstaining will be treated as present for the purpose of determining whether there is a quorum for the Annual Meeting, but will not be counted as voting on any matter as to which abstention is indicated. Broker “non-votes” (i.e., the submission of a proxy by a broker or nominee specifically indicating the lack of discretionary authority to vote on the matter) will not be ~~voted~~treated as present for purposes of determining whether there is a quorum for the Annual Meeting unless the broker is given discretion to vote on at least one matter on the agenda.

If a quorum is present at the Annual Meeting:

(a)

The seven nominees (as identified in Proposal 1 below) receiving the greatest number of votes (a plurality) from the outstanding shares of Common Stock, will be elected. Abstentions and broker non-votes will not affect whether director nominees have received the requisite number of affirmative votes,

(b)

The proposal to increase the number of shares available for grant under the Company’s 2011 Stock Compensation Plan will be adopted if it receives more affirmative votes than negative votes from the outstanding shares of Common Stock. Abstentions and broker non-votes will not affect the passage of this proposal;

(c)

The proposal to amend the Certificate of Incorporation to decrease the authorized number of shares of Common Stock and preferred stock will be adopted if it receives the affirmative vote of a majority of outstanding shares of Common Stock. Abstentions and broker non-votes will have the effect of a “NO” vote.

(b)

The proposal to ratify Armanino, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016, will be approved if it receives more affirmative votes than negative votes from the outstanding shares of Common. Abstentions and broker non-votes will not affect the passage of this proposal.

A proxy card gives discretionary authority to the persons named therein with respect to any amendments or modifications of the Company’s proposals and any other matters that may be properly proposed at the Annual Meeting. The shares represented by all valid non-revoked proxies will be voted in accordance with the instructions marked therein.EXECUTED BUT UNMARKED PROXIES WILL BE VOTED FOR ALL PROPOSALS. If any other matter properly comes before the Annual Meeting, the proxies solicited hereby will be exercised in accordance with the reasonable judgment of the proxy holders named therein. If the meeting is adjourned or postponed, your shares will be voted by the proxy holders on the new meeting date as well, unless you have revoked your proxy instructions before that date.

The Company will pay the cost of its proxy solicitation. Some of the Company’s employees may also solicit stockholders personally and by telephone. None of these employees will receive any additional or special compensation for doing this. Your cooperation in promptly submitting your proxy via Internet, telephone or mail will help to avoid additional expense.

If you are a stockholder of record and you plan to attend the Annual Meeting, please indicate this ~~Proxy Statement.~~when you vote your shares via Internet, telephone or mail. If you are a beneficial owner of shares of Common Stock held by a bank, broker or other nominee, you will need proof of ownership to be admitted to the Annual Meeting. A recent brokerage statement or letter from the bank, broker or other nominee are examples of proof of ownership. If you want to vote in person your shares of the Company’s stock held in street name, you will have to obtain a proxy, executed in your favor, from the holder of record.

~~BACKGROUND FOR OUR PROPOSALS~~

~~We were incorporated~~PROPOSAL 1

ELECTION OF DIRECTORS

The Bylaws of the Company provide that the Board of Directors shall consist of such number of directors, with a minimum of three, as the Board of Directors may determine from time to time. The authorized number of directors is seven. The current Board of Directors consists of seven persons.

The Seven Directors (as identified below), who will be elected by the outstanding shares of Common Stock. Each director elected at this Annual Meeting will serve for one year or until his successor is duly elected and qualified or his earlier resignation, removal or disqualification.

Unless otherwise instructed, the proxy holders named in ~~Delaware~~the proxy card will vote for the election of the Director nominees to the Board of Directors. In the event that any Director nominee of the Company is unable or declines to serve as a director at the time of the Annual Meeting, the shares will be voted for the election of any nominee designated by the remaining Directors. The Company is not aware of any nominee who will be unable or will decline to serve as a director.THE BOARD OF DIRECTORS CONSIDERED THE PROPOSAL AND UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE IN FAVOR OF EACH OF THE DIRECTOR NOMINEES.

Director Nominees

The following table sets forth certain information concerning the Directors of the Company (each of whom is also a Director Nominee):

DIRECTORS:
Name	Age		Year First Elected or Appointed
Philip S. Sassower		76		2010
Michael W. Engmann		68		2015
Andrea Goren		49		2010
David E. Welch(1)(2)		69		2004
Stanley Gilbert(2)		77		2011
Jeffrey Holtmeier(1)(2)		58		2011
Francis Elenio(1)		50		2015

(1)	Member of the Audit Committee (Chairman, David E. Welch)

(2)	Member of the Compensation Committee (Chairman, Stanley Gilbert)

The business experience of each of the directors for at least the past five years includes the following:

Philip S. Sassower has served as the Company’s Chairman and Chief Executive Officer since August 2010, and Co-Chairman since October 2015. Mr. Sassower is a Managing Director of SG Phoenix LLC, a private equity firm, and has served in that capacity since May 2003. Mr. Sassower has also been Chief Executive Officer of Phoenix Enterprises LLC, a private equity firm, and has served in that capacity since 1996. In addition, Mr. Sassower has served as Chief Executive Officer of Xplore Technologies Corp. (NASDAQ:XPLR) since February 2006 and has been a director of Xplore Technologies Corp. and served as Chairman of its board of directors since December 2004. On May 13, 2008, Mr. Sassower was named Chairman of the Board of The Fairchild Corporation (NYSE: FA), a motorcycle accessories and aerospace parts and services company. On March 18, 2009, The Fairchild Corporation and 61 subsidiaries filed a petition for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court, District of Delaware. On January 7, 2010, The Fairchild Corporation’s plan of liquidation was declared effective and the company’s board of directors was relieved of its duties. Mr. Sassower also served as Chairman of the Board of the Company from 1998 to 2002 and as Co-Chief Executive Officer of the Company from 1997 to 1998. Mr. Sassower is co-manager of the managing member of Phoenix Venture Fund LLC. Mr. Sassower’s qualifications to serve on the Board of Directors include more than 40 years of business and investment experience. Mr. Sassower has developed extensive experience working with management teams and boards of directors, and in acquiring, investing in and building companies and implementing changes.

Michael Engmannhas served as the Company’s Co-Chairman since October ~~1986~~2015. Mr. Engmann is Chairman of Engmann Options, a family trading and investment holding company and has served in that capacity since 1978. Mr. Engmann has approximately 40 years of experience in building successful financial service companies. He began his career as a trader and was one of the early market-makers in the Pacific Stock Exchange’s options program. He (i) founded, in 1980, Sage Clearing Corporation, a stock and options clearing company for professional traders, which was sold to ABN Amro Inc. in 1988, (ii) founded, in 1982, Preferred Trade, Inc., a broker-dealer providing research and trade execution services, which was sold to Fimat in May 2005, and (iii) acquired in 2001 Revere Data LLC, a global financial and market data company, which was sold to Factset in 2013. Mr. Engmann’s qualifications to serve on the Board of Directors include more than 40 years of business and investment experience.

Andrea Gorenhas served as a director since August 2010. Mr. Goren was appointed the Company’s Chief Financial Officer in December 2010. Mr. Goren is a Managing Director of SG Phoenix LLC, a private equity firm, and has served in that capacity since May 2003. Mr. Goren is co-manager of the managing member of Phoenix Venture Fund LLC, the Company’s largest shareholder. Prior to that, Mr. Goren served as Vice President of Shamrock International, Ltd., a private equity firm. Mr. Goren has been a director of Xplore Technologies Corp. (NASDAQ:XPLR) since December 2004 and serves on its Executive Committee, and a director of The Fairchild Corporation (NYSE: FA) from May 2008 to January 2010. Mr. Goren’s qualifications to serve on the Board of Directors include his experience and knowledge acquired in approximately 17 years of private equity investing and his extensive experience working with management teams and boards of directors.

David E. Welchhas served as a director since March 2004. From July 2002 to present Mr. Welch has been the principal of David E. Welch Consulting, a financial consulting firm. Mr. Welch has also been Vice President and Chief Financial Officer of American Millennium Corporation, Inc., a provider of satellite-based asset tracking and reporting equipment, from April 2004 to present. Mr. Welch was Vice President and Chief Financial Officer of Active Link Communications, a manufacturer of telecommunications equipment, from 1999 to 2002. Mr. Welch has held positions as Director of Management Information Systems and Chief Information Officer with Micromedex, Inc. and Language Management International from 1995 through 1998. Mr. Welch other directorships have been with AspenBio Pharma, Inc., from 2004 to present, PepperBall Technologies, Inc. from January 2007 to January 2009 and Advanced Nutraceuticals, Inc., from 2003 to 2006. Mr. Welch is a Certified Public Accountant licensed in the state of Colorado. He serves on iSign’s audit and compensation committees. Mr. Welch’s qualifications to serve on the Board of Directors include his significant accounting and financial expertise.

Stanley L. Gilberthas served as a director since October 2011. Mr. Gilbert has more than 45 years of experience as a lawyer with primary specialties in wills, trusts, estate planning and administration, as well as tax planning. Mr. Gilbert is Founder, and, has been President of Stanley L. Gilbert PC since 1982. Mr. Gilbert has also been a partner of a number of law firms, including Nager Korobow, Bell Kallnick Klee and Green, and Migdal Pollack Rosenkrantz and Sherman. Mr. Gilbert has served as a Director of Planned Giving at Columbia University Medical Center’s Nathaniel Wharton Fund, which supports a broad variety of projects in basic research, clinical care and teaching since 2001. Mr. Gilbert was elected by a majority of iSign’s Series C and Series B Preferred stockholders voting together as a separate class on an as converted to common stock basis, and serves on iSign’s audit and compensation committees. Mr. Gilbert’s qualifications to serve on the Board of Directors include his significant tax and accounting expertise acquired through his years of practicing law.

Jeffrey Holtmeier has served as a director since August 2011. Mr. Holtmeier has more than 25 years of successful entrepreneurship in the technology and communications fields. As CEO of GENext from 2001 to present, and through its subsidiary China US Business Development, LLC, Mr. Holtmeier has assisted many US companies in establishing relationships in China, where he also co-founded Koncept International, Inc., a Chinese-based VoIP and digital media technology company. Prior to his involvement in the Chinese market, Mr. Holtmeier founded, built over seventeen years and successfully sold InfiNET in 2001 to Teligent, a NASDAQ listed company. Mr. Holtmeier was a recipient of the prestigious Ernst & Young, NASDAQ/USA Today “Entrepreneur of the Year” award in 1999, and has served on the boards of numerous corporations and non-profit organizations. He serves on iSign’s audit and compensation committees. Mr. Holtmeier’s qualifications to serve on the Board of Directors include his experience as a successful entrepreneur and his experience in establishing business relationships in China.

Francis J. Elenio has served as a director since November 2015, after having served as a director of the Company from August 2010 to October 2011. Since November 2005, Mr. Elenio has served as Managing Director of Reeff Consulting LLC, a financial and business advisory firm providing outsourced accounting and consulting services for start-up to midsized companies. Mr. Elenio also served as Chief Financial Officer of Signal Point Communications Corp. from February 2011 to October 2013. Mr. Elenio has over 25 years of experience working with corporations as a strategic, solution-driven professional focused on finance and accounting, operations and turn-around management. Mr. Elenio has served at the CFO level at numerous public and private companies, including Wilshire Enterprises, Inc., a real estate investment and management company, WebCollage, Inc., an internet content integrator for manufacturers, GoAmerica, Inc., a wireless internet service provider and Roomlinx, Inc., a provider of wireless high speed internet access to hotels and conference centers. Mr. Elenio is a CPA and received an MBA. Since September 2007, Mr. Elenio has also been an Adjunct Professor of Finance at Seton Hall University. Mr. Elenio serves on the Company’s audit committee. Mr. Elenio’s qualifications to serve on the Board of Directors and Audit Committee include his experience as a CFO working with technology companies like iSign.

Executive Officers

The following table sets forth the name and age of each executive officer of the Company, or named executive officers, and all positions and offices of the Company presently held by each of them.

Name	Age		Positions Currently Held
Philip S. Sassower		76	Co-Chairman of the Board and Chief Executive Officer
Michael W. Engmann		68	Co-Chairman of the Board
Andrea Goren		49	Chief Financial Officer
William Keiper		65	President and Chief Operating Officer

The business experience of each of the executive officers for at least the past five years includes the following:

Philip S. Sassower—see above under the ~~name Communication Intelligence Corporation. We changed our name to iSign Solutions Inc.~~heading “Proposal 1—Director Nominees.”

Michael W. Engmann—see above under the heading “Proposal 1—Director Nominees.”

Andrea Goren—see above under the heading “Proposal 1—Director Nominees.”

William Keiper was appointed the Company’s President and Chief Operating Officer in December ~~2015.~~2010. Mr. Keiper is Managing Partner of FirstGlobal Partners LLC where he specializes in working with investors and Boards of Directors in resolving issues related to business continuity, performance and sustainable value creation. Mr. Keiper has over 30 years of business experience, more than 18 of which have been in the management of software, technology and IT product distribution and services organizations. He was President and Chief Executive Officer of Hypercom Corporation (NYSE: HYC) from 2005 to 2007 and served as a member of its Board of Directors from 2000 to 2007. He was Chairman and Chief Executive Officer of Arrange Technology LLC, a software development services outsourcing company, from 2002 to 2005. From 1997 to 2002, he served as a principal in mergers and acquisitions firms serving middle market software and IT services companies. He was Chief Executive Officer of Artisoft, Inc., a public networking and communications software company, from 1993 to 1997, and its Chairman from 1995 to 1997. He held several executive positions, including President and Chief Operating Officer, of MicroAge, Inc., an indirect sales-based IT products distribution and services company, from 1986 to 1993, where he was a key executive in helping to profitably drive more than a billion dollar revenue increase over the course of his tenure with the company.

~~Since our inception, except~~

BOARD OF DIRECTOR MEETINGS AND COMMITTEES

The Company’s affairs are managed under the direction of the Board of Directors. Members of the Board receive information concerning the Company’s affairs through oral and written reports by management, Board and committee meetings and other means. The Company’s directors generally attend Board of Directors meetings, committee meetings and informal meetings with management and others, participate in telephone conversations and have other communications with management and others regarding the Company’s affairs. During 2015, the Board of Directors held no in person meeting and six telephonic meetings and acted by unanimous written consent on 3 occasions. Except for the meetings of the Audit Committee, which were held separately, all committee meetings were held concurrently with the formal meetings of the Board of Directors. For the year ended December 31, ~~2004, we~~2015, each incumbent director participated in all of the formal meetings of the Board and each committee on which he served except for Mr. Elenio who joined the Board of Directors in November 2015.

Directors of the Company serve until their successors are duly elected and qualified or until their earlier resignation, removal or disqualification from the Board. There are no family relationships between the Company’s directors and executive officers.

Director Independence

The Board of Directors has determined that Messrs. Gilbert, Holtmeier, Welch and Elenio are “independent,” as defined under the rules of the NASDAQ Stock Market relating to director independence, and Messrs. Sassower, Goren and Engmann are not independent under such rules. Messrs. Gilbert, Welch and Holtmeier serve on the Compensation Committee of the Board of Directors. Each of the members of the Compensation Committee is independent under the rules of the NASDAQ Stock Market relating to director independence. Messrs. Welch Holtmeier and Elenio serve on the Audit Committee of the Board of Directors. Under the applicable rules of the NASDAQ Stock Market and the SEC relating to independence of Audit Committee members, the Board of Directors has determined that Messrs. Welch Holtmeier and Elenio are independent.

Board Committees

The Company’s Board of Directors has two standing committees as set forth below. The members of each committee are appointed by the Board of Directors.

Audit Committee. The Audit Committee assists the Board of Directors in the exercise of its fiduciary responsibility of providing oversight regarding the Company’s financial statements and the financial reporting processes, internal accounting and financial controls, the annual independent audit of the Company’s financial statements, and other aspects of the financial management of the Company, oversees our financial reporting process on behalf of the Board of Directors and reports to the Board of Directors the results of these activities, including the systems of internal controls that management and the Board of Directors have ~~incurred net losses each fiscal year. For~~established. The Audit Committee, among other duties, engages the ~~nine months ended September 30, 2015~~independent public accountants retained as the registered public accounting firm, pre-approves all audit and non-audit services provided by the independent public accountants, reviews with the independent public accountants the plans and results of the audit engagement, considers the compatibility of any non-audit services provided by the independent public accountants with the independence of such auditors and reviews the independence of the independent public accountants. The members of the Audit Committee are Messrs. Welch Holtmeier and Elenio. Mr. Welch serves as the Audit Committee’s financial expert. Messrs. Welch, Holtmeier and Elenio are independent as defined under applicable rules of the NASDAQ Stock Market and the SEC relating to independence of Audit Committee member. The Audit Committee conducted five meetings in the year ended December 31, ~~2014, we had net losses~~2015 and all members attended that meeting, other than Mr. Elenio, who replaced Mr. Gilbert on the Audit Committee in November 2015. A copy of ~~approximately $2.9 million~~the Audit Committee charter can be found at our website, www.isign.com.

Compensation Committee. The Compensation Committee generally reviews compensation matters with respect to executive and ~~$4 million, respectively. As~~senior management arrangements and administers the Company’s stock option plans. The members of ~~September 30,~~the Compensation Committee are Messrs. Gilbert, Welch and Holtmeier. During 2015, the Compensation Committee held no formal meeting in the year ended December 31, 2015. The Board has adopted a Compensation Committee Charter, a copy of which can be found on our ~~accumulated deficit was approximately $126 million. Our losses~~website, www.isign.com.

Nominating Committee. The Company does not have ~~resulted primarily from expenses incurred~~a standing Nominating Committee. The independent members of the Board of Directors select and recommend to the full Board of Directors for approval nominees for the Common Stock Director positions. The Board then determines whether to approve of such nominations and present them to the Company’s stockholders for election to the Board of Directors. When selecting Common Stock Director nominees, the independent directors review the appropriate skills and characteristics required of directors in ~~research~~the context of prevailing business conditions. In general, the Company’s Board believes that all of its directors should possess the highest personal and ~~development~~professional ethics, integrity, and values, and that they should committed to representing the long-term interests of ~~our~~the stockholders. Directors should also have an inquisitive and objective perspective, practical wisdom, and mature judgment. We endeavor to have a Board representing diverse experience at policy-making levels in business, government, education, and technology, and ~~products~~in areas that are relevant to the Company’s business activities. Directors must be willing to devote sufficient time to carrying out their duties and ~~general~~responsibilities effectively, and ~~administrative expenses. Our operations have consumed substantial amounts~~should be committed to serving on the Board for an extended period of ~~cash. We have financed our operations and met our capital~~time. While not maintaining a specific policy on Board diversity requirements, ~~primarily through debt and equity financings. Over~~ the past several years, we have relied to a large extent upon our principal stockholders Michael Engmann (our Co-Chairman) and Phoenix Venture Fund LLC, which we refer to as Phoenix, including its co-managers Philip S. Sassower (our Co-Chairman and Chief Executive Officer) and Andrea Goren (our Chief Financial Officer and a director of our Company), and entities affiliated with them, to assist usBoard believes that diversity is an important factor in ~~meeting our capital requirements.~~

In January 2015, we announced an expansion of our partnership with Cegedim SA (“Cegedim”), a global technology and services company and a leader in electronic invoicing, global payments and dematerialization (the removal of paper-based processes) specializing indetermining the ~~healthcare field. As part~~composition of the ~~expansion, we extended~~Board and, therefore, seeks a variety of occupational and personal backgrounds on the ~~term~~Board in order to obtain a range of ~~our existing partnership with Cegedim to a minimum of five years~~viewpoints and ~~expanded the existing license grant from electronic signature solutions sold on a standalone basis (and applied to Single Euro Payments Area debit~~perspectives and credit mandates) to the management and authentication of end-to-end digital transaction management solutions that seamlessly handle payment transactions from the issuance of purchase orders and invoices to scheduling and fulfillment of payment. Cegedim has signed a number of contracts that are either in production or expected to go into production in the next few quarters, including contracts with a financial institution specializing in payment solutions and consumer credit, a leading equipment rental company, two major pharmaceutical companies and a global wholesale trader in tools, equipment and other hardware, among others.

Despite the significant improvement in our prospects, the trading price of our common stock continues to remain in a narrow low trading range. Over the last four fiscal quarters ended September 30, 2015, our common stock had a low closing price of $0.0045 per share and a high closing price of $0.0346 per share. As of December 15, 2015, the last trading day prior to the announcement of the Proposed Transaction (as defined below), the closing sale price of our common stock was $0.0119 per share. As of •, the closing sale price of our common stock was $• per share.

Since April 2015, representatives of our Company have met with representatives from numerous hedge funds, money managers, institutional investors, analysts and investment banks, including Joseph Gunnar & Co., LLC, which we refer to as Joseph Gunnar, concerning our Company and ways to enhance the value of our common stock and raise additional capital to grow our business. In connection with these meetings, we were told that, despite our reputation within the electronic signature and digital transaction management industry and expected improvements in our operating results from relationships like Cegedim, many money managers, institutional and retail investors and others would be hesitant to make investments in our common stock because of its low trading price, the trading market in which it is quoted and the complex capital structure of our Company, including the five series of our outstanding preferred stock. We were advised that many broker-dealers, institutional investors and money managers have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage them from

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~~recommending low-priced stocks to their customers or purchasing such shares. We were advised that some~~diversity of the policies and practices of broker-dealers may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Some of the investment banks suggested we effect a reverse stock split of our common stock to uplist our common stock to a more recognizable trading market, such as NASDAQ, and convert our outstanding preferred stock into common stock in order to simplify our capital structure. We also discussed with representatives of investment banks, including Joseph Gunnar, the merits of several alternative transactions and strategies such as a sale of our Company, strategic partnerships, raising capital through a new private placement and not taking any action at all.Board.

~~On October 16, 2015, we convened a meeting of our~~

The Board of Directors and Messrs. Sassower and Goren requested that our Board of Directors form a special committee to consider a proposal to effectuate a reverse split of our common stock and induce the addition of an automatic conversion of our outstanding series of preferred stock into common stock in connection with a proposed public offering. Representatives of Phoenix reported that, based on their valuation of our Company, Phoenix was unwilling to convert its preferred stock into common stock at the conversion prices currently in effect (and the terms of our preferred stock dodoes not currently ~~permit us to mandatorily convert~~engage any third-party director search firms for purposes of identifying candidates for Board service, but may do so in the preferred stock into common stock). Phoenix representatives did, however, indicate that Phoenix would be willing to consider converting its preferred stock at conversion prices that were lower than those currently in effect. Phoenix representatives suggested that through the proposed firm-commitment public offering of our common stock, we could raise funds to assist us in increasing our revenue by expanding our sales and marketing efforts in current markets, increasing our product offerings and growing our business and also eliminate the current overhang, special voting rights, dividend requirements and liquidation preferences of our preferred stock. We believe the capital provided by the firm-commitment public offering will allow us to better execute on our business strategy and key initiatives. A representative from Joseph Gunnar was also present at the October 16, 2015 meeting of our Board of Directors to present his firm’s qualifications and its experience and allow members of our Board of Directors to ask questions about Joseph Gunnar and the transaction proposed by Phoenix. There has been no prior business relationship between Joseph Gunnar and our Company, Phoenix or Michael Engmann, another principal stockholder of our Company.

At the October 16, 2015 Board of Directors meeting, our Board of Directors formed a special committee of independent directors, which we refer to as the Special Committee. The Special Committee is comprised of David Welch, Jeff Holtmeier and, as of November 11, 2015, Francis J. Elenio. None of Messrs. Welch, Holtmeier and Elenio is a member of our management or affiliated with Phoenix or Mr. Engmann. Mr. Holtmeier beneficially owns 29,497 shares of Series D-2 Preferred Stock, which he received through an investment by Genext LLC in April 2012 and through dividends on those shares. The Board of Directors delegated to the Special Committee the power and authority to consider the proposed transaction, and any alternatives, including not engaging in any capital raising transaction. The Special Committee also had the authority to solicit, initiate and participate in discussions with, and facilitate proposals from, potential parties to any alternative to the proposed transaction; review, evaluate and negotiate the terms of the proposed transaction and any alternatives; reject the proposed transaction and any alternatives; and determine whether the proposed transaction or any alternative is fair to,future if it deems appropriate and in the best interests of the ~~holders of common stock in their capacity as such.~~Company. The Board ~~of Directors also committed not to effect~~annually evaluates the ~~proposed transaction without the Special Committee’s positive recommendation.~~

On October 20, 2015, the Special Committee retained Davis Wright Tremaine LLP, which we refer to as DWT, as its legal counsel. In making its decision to retain DWT, the Special Committee considered numerous factors, including the firm’s experience and qualifications, its familiarity with our Company and its capital structure and the Special Committee’s conclusion that there were no conflicts or relationships that might reasonably be expected to impair DWT’s objectivity or effectiveness as counsel to the Special Committee. In making its decision, the Special Committee also took into consideration DWT’s past representation of our Company, which related primarily to the legal review of our periodic reports we filed with the SEC and representation of our Company in various financing transactions, and expected future similar representation. Since January 1, 2014, we have paid DWT approximately $85,535 in fees for this past representation. The Special Committee discussed the significance of that representation with a representative of DWT. DWT also confirmed that it had no past representation of Phoenix or any of its affiliates or Mr. Engmann.

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~~On October 27, 2015,~~Board’s composition. This evaluation enables the Board ~~of Directors by unanimous written consent~~to update the skills and experience they seek in ~~lieu of~~the Board as a ~~meeting approved the Company’s engagement of Joseph Gunnar~~whole and in individual directors, as the Company’s ~~financial advisor~~needs evolve and ~~sole bookrunner in connection with a proposed $10 million firm-commitment public offering~~change over time.

Nominations of our common stock, together with the conversion of all of our outstanding preferred stock into shares of our common stock and a reverse stock split, all of which we refer to as the Proposed Transaction.

On November 24, 2015, the Special Committee held a telephonic meeting at which Mr. Sassower, Mr. Goren and a representative of DWT were present. Mr. Sassower and Mr. Goren, as co-managers of Phoenix, proposed specific terms for reductions in the conversion prices of our series of preferred stock at which Phoenix and Mr. Engmann, another principal stockholderDirector candidates by stockholders of the Company ~~would~~may be ~~willing to convert their shares of preferred stock~~submitted if such nominations are made with timely notice in connection with the Proposed Transaction. The presentation included a proposal to reduce the conversion price of our Series A-1 Preferred Stock from $0.14000 per share to $0.01555 per share, reduce the conversion price of our Series B Preferred Stock from $0.04330 per share to $0.01037 per share, reduce the conversion price of our Series C Preferred Stock from $0.02250 per share to $0.00777 per share, reduce the conversion price of our Series D-1 Preferred Stock from $0.02250 per share to $0.00579 per share and reduce the conversion price of our Series D-2 Preferred Stock from $0.05000 per share to $0.00686 per share. Messrs. Sassower and Goren also suggested a proposed range for a proposed reverse stock split of our common stock with a view to uplist our common stock from the OTCQB to The NASDAQ Capital Market. During the meeting, Messrs. Sassower and Goren gave their views and perspectives with respect to our existing capital structure, our estimated valuation, challenges presented by our existing capital structure, the Proposed Transaction and alternativeswriting to the ~~Proposed Transaction. Mr. Sassower~~Secretary. For more information on this process, please see the information provided under the ~~Special Committee background information regarding the Proposed Transaction, including recent developments with respect to our operations, his meetings with numerous investment banks, money managers~~heading “Stockholder Proposals and ~~institutional investors and analysts regarding our Company and possible transactions, and the trading history~~Stockholder Nominations of ~~our common stock. Mr. Sassower reported to the Special Committee that Phoenix and Mr. Engmann~~Directors” below. The current Director nominees were unwilling to provide additional capital to the Company in light of its current capital structure and the future prospects of the Company in the absence of the Proposed Transaction. Mr. Goren discussed in detail our capital structure and how our capital structure would be affectedselected by the Proposed Transaction. Mr. Goren discussed some of the material rights of the holders of our preferred stock, including conversion rights, anti-dilution protection provisions, our continuing dividend obligations and the liquidation preferences of each series of our outstanding preferred stock. Mr. Goren also discussed with the Special Committee the majority ownership of our common stock by holders of our preferred stock and the projected dilution resulting from dividends paid in stock to holders of our preferred stock. Mr. Goren also discussed with the Special Committee the continuing dilution to the holders of our outstanding common stock associated with the dividends paid in kind in additional shares of preferred stock to the holders of our Series A-1, Series B, Series C, Series D-1 and Series D-2 Preferred Stock.

On December 4, 2015, the Special Committee held a telephonic meeting, at which a representative of DWT and representatives of Joseph Gunnar were present. At the meeting, the representative of DWT reviewed with the Special Committee the scope of the power and authority that the Board of Directors had delegated to it and reviewed with the Special Committee its fiduciary duties in connection with its consideration of the Proposed Transactions and alternatives thereto. The representative of Joseph Gunnar presented to the Special Committee certain financial and capitalization information regarding the Company and its views regarding the Proposed Transaction.

On December 9, 2015, the Special Committee held a telephonic meeting, at which a representative of DWT and representatives of Joseph Gunnar were present. The primary purpose of the meeting was for Joseph Gunnar to present to the Special Committee its views regarding a range of value for the Company. Joseph Gunnar reviewed with the Special Committee historical operating results and a comparable analysis of publicly traded microcap enterprise software companies. The Special Committee discussed the analysis included in the Joseph Gunnar materials. The Special Committee noted that, if our Company were to be sold at any hypothetical valuation less than $43.6 million, assuming our expected capital structure as of February 15, 2016, the holders of our preferred stock would receive all of the proceeds from the sale and the holders of our common stock would not be entitled to any sale proceeds in such a hypothetical sale transaction.

The Special Committee then reviewed the economic terms of the Proposed Transaction and discussed any possible alternatives to the Proposed Transaction (including the possibility of not engaging in any capital raising efforts at this time). The Special Committee further noted that, given our size and historical operating results, it would be difficult to execute a strategic sale of our Company. Using the valuation for our Company in Joseph Gunnar’s presentation and the liquidation preferences of our outstanding preferred stock, and based upon that discussion, the

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Special Committee observed that it would be highly unlikely that we could complete a sale of our Company for a price that would result in any consideration being paid to holders of our common stock. The Special Committee also acknowledged that, in the absence of a sale transaction, our Company will need to obtain additional capital to continue to operate our business. The Special Committee then discussed possible alternative sources of capital in light of the current capitalization of our Company, including the five series of our outstanding preferred stock, and the fact that Phoenix and Mr. Engmann were not willing to provide our Company with capital in light of its current capital structure. The Special Committee also noted that any capital raising transaction with third parties would require the approval of the holders of our outstanding preferred stock, including Phoenix and Mr. Engmann, which could make the completion of such an offering uncertain.

The Special Committee then reviewed the terms of the Proposed Transaction, and considered whether to propose higher conversion prices for the outstanding preferred stock, which would result in less dilution to the holders of our common stock. The Special Committee recognized that the holders of our preferred stock had no inherent incentive to convert their respective holdings of preferred stock into shares of common stock, and that it would be necessary to present a compelling rationale and provide adequate consideration for any such conversion in light of the economic and other rights associated with our outstanding preferred stock. In addition, the Special Committee noted that, given the valuation provided by Joseph Gunnar, the holders of each series of outstanding preferred stock would not receive the full value of their liquidation preference after giving effect to the conversion prices proposed by Phoenix. After further discussion, the Special Committee determined that the Proposed Transaction reflects favorable terms for the holders of our common stock in their capacity as such, and attempts to increase the proposed conversion prices of our outstanding preferred stock could result in the holders of our preferred stock rejecting the Proposed Transaction, which the Special Committee did not believe was in the best interests of the holders of our common stock. In addition, the Special Committee was aware that any significant delay in consummating the Proposed Transaction due to prolonged negotiations with Phoenix and Mr. Engmann, or any delays to seek out an alternative to the Proposed Transaction, could jeopardize the timing of the Proposed Transaction and cause us to lose what we believe is a favorable opportunity to access significant additional capital. In addition, any delays could also result in additional dilution of the holders of our common stock as additional accrued dividends would continue to be paid to the holders of our outstanding preferred stock. Based upon its activities and deliberations, and the information and advice that it had received and considered, the Special Committee unanimously determined that the Proposed Transaction, including the proposed range of the reverse stock split and the proposed reduction of the conversion prices of each series of our outstanding preferred stock, is fair to and in the best interests of the holders of our common stock in their capacity as such, and to recommend to the Board of Directors that the Board of Directors approve the Proposed Transaction and recommend the Proposed Transaction to our stockholders.

On December 11, 2015, our Board of Directors held a telephonic meeting at which a representative of Pillsbury Winthrop Shaw Pittman LLP, counsel to our Company who we refer to as Pillsbury, a representative of Joseph Gunnar and all theindependent members of the Board of Directors, which Director nominees were then ratified by the entire Board of Directors. The independent directors will evaluate any Common Stock Director candidate submitted by a stockholder in the same manner in which they would evaluate a candidate selected by the independent directors, employing the criteria for Board service identified above in connection with their evaluations of all such candidates.

The Board does not currently have a charter or formal policy with respect to the consideration of Director candidates recommended by stockholders. The Board has not adopted a formal policy with respect to the consideration of Director candidates, as it has concluded that the independent directors will fairly evaluate Director candidates put forward by stockholders, notwithstanding the absence of a formal policy.

Leadership Structure of Board of Directors

The Company’s Chief Executive Officer Mr. Sassower also serves as its Co-Chairman of the Board. The Board believes that, given the size of the Company and resources available to the Company, the interests of all stockholders have been appropriately taken into consideration by having the same person holding the positions of Chief Executive Officer and Co-Chairman of the Board. The Company’s current Chief Executive Officer possesses an in-depth knowledge of the Company, its operations, and the array of business challenges faced by the Company, all of which have been gained through years of association with the Company. The Board believes that these experiences and other insights place the Chief Executive Officer in a position to provide broad leadership for the Board as it considers strategy and as it exercises its fiduciary responsibilities to its stockholders.

The Board has not previously designated a lead independent director because it concluded that it was unnecessary in light of the independence of a majority of the members of the Board. As indicated above, all directors other than ~~Mr. Welch were present. At this meeting, a representative~~Messrs. Sassower, Goren and Engmann are independent. Each independent director may call meetings of ~~Pillsbury reviewed~~the independent directors, and may request agenda topics to be added or considered with in more detail at meetings of the full Board or an appropriate Board committee. Accordingly, the oversight of critical matters, such as the integrity of the Company’s financial statements, employee compensation, including compensation of the executive officers, the selection of directors and the evaluation of the Board and key committees is entrusted to independent directors.

Role of Board of Directors in Risk Oversight

The entire Board and each of its standing committees are involved in overseeing risk associated with the ~~members~~Company and its business. The Board monitors the Company’s governance by review with management and outside advisors, as considered necessary. The Board has delegated certain risk management responsibilities to the Board committees. The Board and the Audit Committee monitor the Company’s liquidity risk, regulatory risk, operational risk and enterprise risk by reviews with management and independent accountants and other advisors, as considered necessary. In its periodic meetings with the independent accountants, the Audit Committee discusses the scope and plan for the audit and includes management in its review of accounting and financial controls, assessment of business risks and legal and ethical compliance programs. As part of its responsibilities as set forth in its charter, the Compensation Committee reviews the impact of the Company’s executive compensation program and the associated incentives to determine whether they present a significant risk to the Company.

Communications to the Board

The Board of Directors welcomes and encourages stockholders to share their thoughts regarding the Company. Towards that end, the Board of Directors has adopted a policy whereby all communications should first be directed to Investor Relations. Investor Relations will then, for other than routine communications, distribute a copy of the communication to the Chairmen of the Board, the Chairman of the Audit Committee and the Company’s Chief Financial Officer. Based on the input and decision of these persons, along with the entire Board, if it is deemed necessary, the Company will respond to the communications. Stockholders should not communicate with individual directors unless requested to do so.

See STOCKHOLDER PROPOSALS AND STOCKHOLDER NOMINATIONS OF DIRECTORS, page 4, for information regarding the process for stockholders to nominate individuals for election to the Board of Directors.

DIRECTOR COMPENSATION

For their service as directors of the Company, all non-employee directors receive a fee of $1,000 for each meeting of the Board of Directors ~~their fiduciary duties. Mr. Sassower then reviewed~~attended, in person, and all directors are reimbursed for all reasonable out-of-pocket expenses incurred in connection with ~~the members~~attending such meetings. Generally, each non-employee director receives an option to acquire 1,000,000 shares of Common Stock upon joining the Board, ~~of Directors the benefits of the Proposed Transaction to our Company~~ and its stockholders. A member of the Special Committee provided the Board of Directors with a summary of its activities and the recommendation of the Special Committee. A representative of Joseph Gunnar provided a presentation to the Board of Directors in which he communicated Joseph Gunnar’s views regarding a valuation range of the Company, including the financial analysis used in arriving at the range, and the rationale for the Proposed Transaction. Thereafter, the Board of Directors accepted the recommendation of the Special Committee and agreed tomay receive additional options thereafter so long as they continue to ~~review the matter.~~

On December 16, 2015, the Board of Directors unanimously determined that the Proposed Transaction was advisable and in the best interests of the Company and its stockholders, including the holders of common stock in their capacity as such, and approved the Proposed Transaction. The Board of Directors also recommended that our stockholders approve the amendments to our Amended and Restated Certificate of Incorporation and Certificates of Designation discussed in this Proxy Statement to, among other things, effectuate the reverse stock split and the reduction in the conversion price of each series of our outstanding preferred stock.

~~Recommendations of the Special Committee~~

The Special Committee unanimously (1) determined that the Proposed Transaction, including the proposed range of the reverse stock split and the proposed reduction of the conversion prices of each series of our outstanding preferred stock, is fair to and in the best interests of the holders of our common stock in their capacity as such, and

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(2) recommended to the Board of Directors that the Board of Directors approve the Proposed Transaction and recommend the Amendment Proposals to our stockholders. As described above, the Special Committee, in making its determination and recommendation, consulted on numerous occasions with its legal advisor and considered a variety of factors. The Special Committee believes that the following factors, takenserve as a ~~whole, support its determination and recommendation:~~

~~Effects~~member of ~~the Proposed Transaction on our capital structure and our common stock.~~ ~~The Special Committee considered the effects the Proposed Transaction would likely have on our capital structure and the holders of our common stock, including:~~

~~the additional capital available to us from the public offering included within the Proposed Transaction and the sources of capital available to us in the absence of the Proposed Transaction;~~

~~the simplification of our capital structure and the elimination of the market overhang caused by our outstanding preferred stock and the liquidation preferences of our preferred stock;~~

the elimination of future dilution of our common stock, and the elimination of an increase in the aggregate liquidation preferences of our outstanding preferred stock caused by the accruing dividend feature of each of our series of preferred stock;

~~the possibility of uplisting our common stock from the OTCQB to The NASDAQ Capital Market;~~

~~expected improvements in analyst coverage and institutional investor interest in our common stock following the public offering;~~

~~the ability to better attract and retain quality employees with equity incentive compensation using shares of our common stock;~~

~~the near-term dilution to our outstanding common stock expected to result from the Proposed Transaction; and~~

the market overhang that may result from the substantial amounts of common stock to be held by the current holders of our preferred stock upon conversion of the outstanding preferred stock and purchasers in the public offering immediately following the consummation of the Proposed Transaction.

~~Financial Terms of the Proposed Transaction.~~ ~~The Special Committee considered the financial terms of the Proposed Transaction, including:~~

the range of value of our Company, based upon the valuation methodology used by Joseph Gunnar, is substantially less than the approximately $43.6 million in aggregate liquidation preference of the outstanding shares of our preferred stock as of November 30, 2015, leaving nothing for the holders of the shares of our common stock in a sale of our Company at such valuation levels; and

the range of estimated value of the shares of common stock currently held by the holders of our common stock is substantially lower than the range of the trading price of our common stock on the OTCQB of $0.0045 to $0.016 over the preceding six month period.

~~Terms of our preferred stock and related matters.~~ ~~The Special Committee considered the terms of the outstanding shares of our preferred stock, including that:~~

~~our outstanding preferred stock has liquidation and dividend rights senior to the liquidation and dividend rights of our common stock;~~

the total liquidation preference of our outstanding preferred stock is approximately $43.6 million as of November 30, 2015, which would have to be paid to the holders of our preferred stock before the holders of our common stock would receive anything in a liquidation or sale of our Company;

our Series A-1 Preferred Stock entitles the holders of that series of preferred stock to dividends at the rate of 8.0% per annum, payable quarterly in cash or additional shares of Series A-1 Preferred Stock, valued at $1.00 per share, which we have historically elected to pay in shares of our Series A-1 Preferred Stock;

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our Series B, Series C, Series D-1 and Series D-2 Preferred Stock entitle the holders of such series of preferred stock to dividends at the rate of 10.0% per annum, payable quarterly in cash or additional shares of our Series B, Series C, Series D-1 and Series D-2 Preferred Stock, respectively, valued at $1.00 per share, which we have historically elected to pay in shares of our Series B, Series C, Series D-1 and Series D-2 Preferred Stock, respectively;

~~the outstanding shares of our preferred stock are not redeemable by us;~~

the conversion price of each of our series of preferred stock is subject to downward adjustment in the event of certain issuances by us of our common stock or securities convertible into our common stock such as issuances in public offerings or private placements, at a price below such conversion price;

~~the holders of our preferred stock have the ability, in their sole discretion, to convert shares of our preferred stock into shares of our common stock;~~

each of our series of preferred stock, other than our Series A-1 Preferred Stock, which currently does not have a mandatory conversion feature, is only mandatorily convertible with the written consent or vote of the holders of a majority of the outstanding shares of such series, voting separately as a class, although the Series D-1 Preferred Stock and Series D-2 Preferred Stock is mandatorily convertible upon the written consent or vote of the holders of a majority of the outstanding shares of our Series B Preferred Stock to convert all of the outstanding shares of our Series B Preferred Stock; and

due to the absence of an effective unilateral right of us to convert or redeem the outstanding shares of our preferred stock, the options available to us with respect to our preferred stock are effectively limited to (1) maintaining the status quo, with the continuing obligation for us to pay dividends on those shares of preferred stock, resulting in further dilution of our common stockholders, (2) engaging in a negotiated transaction with the holders of our preferred stock or (3) engaging in a negotiated alternative transaction with the holders of our preferred stock at a future time.

~~Alternatives to the Proposed Transaction.~~ ~~The Special Committee considered possible alternatives to the Proposed Transaction and the consequences of such alternatives, including that:~~

given the range of value of our Company, based upon the valuation methodology used by Joseph Gunnar, it appears very unlikely that we could complete a sale of our Company for more than the approximately $43.6 million in aggregate liquidation preference of the outstanding shares of our preferred stock as of November 30, 2015, leaving nothing for the holders of the shares of our common stock in such a sale;

~~Phoenix and Mr. Engmann are not willing to provide additional capital to us based upon our current capital structure, so we would have to seek alternative sources of capital in a private placement;~~

a private placement of our capital stock would likely require the issuance of shares of preferred stock with liquidation, dividend and voting rights senior to the liquidation, dividend and voting rights of our common stock and existing series of preferred stock, which would require the approval of the holders of our existing preferred stock; and

~~any significant delay involved in pursuing an alternative transaction could jeopardize our ability to obtain capital through the Proposed Transaction or a similar transaction.~~

~~View of Management.~~ The Special Committee considered the effects that the Proposed Transaction are expected to have on our Company, and management’s view that the Proposed Transaction provides significant additional capital to the Company and simplifies its capital structure.

~~Financing Condition.~~ The Special Committee considered that the conversion and the consummation of the proposed reduction of the conversion price of each series of our outstanding preferred stock is subject to, among other things, the completion of a firm-commitment public offering of our common stock. The Special Committee also considered the risks associated with our being able to complete such an offering on acceptable terms and the possibility of not doing the offering or any other capital raise.

~~Tax Treatment of the Transaction.~~ ~~The Special Committee considered that the Proposed Transaction is not expected to result in any adverse tax consequences to us.~~

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Having considered all of the above factors, the Special Committee determined that the Proposed Transaction, including the proposed range of the reverse stock split (including the price paid to holders of our common stock in lieu of issuing fractional shares) and the proposed reduction of the conversion price of each series of our outstanding preferred stock, was fair to and in the best interests of the holders of our common stock in their capacity as such. The foregoing discussion of the information and factors considered by the Special Committee is not intended to be exhaustive and may not include all of the information and factors considered by the Special Committee. The Special Committee, in making its determination regarding the Proposed Transaction, did not find it useful to and did not quantify or assign any relative or specific weights to the various factors that it considered. Rather, the Special Committee views its determination and recommendation as being based on an overall analysis and on the totality of the information presented to and factors considered by it. In addition, in considering the factors described above, individual members of the Special Committee may have given differing weights to different factors, and may have viewed some factors relatively more positively or negatively than others.

~~Recommendation of the Board of Directors~~

The Board of Directors determined that the proposed range of the reverse stock split and the proposed conversion and reduction of the conversion prices of each series of our outstanding preferred stock, is fair to and in the best interests of the Company and its stockholders, including holders of our common stock in their capacity as such. Accordingly, the Board of Directors determined to (1) approve the Proposed Transaction, including the Amendment Proposals, (2) submit the Amendment Proposals to the Company’s stockholders and (3) recommend that the Company’s stockholders adopt the Amendment Proposals.

In making such determinations, the Board of Directors considered the recommendations of the Special Committee, the factors set forth under “Recommendations of the Special Committee” and the following factors:

~~the Amendment Proposals would allow us to proceed with the Proposed Transaction and obtain additional capital;~~

~~the Proposed Transaction would simplify our capital structure and eliminate the overhang created by our preferred stock;~~

the Proposed Transaction would eliminate the dilution to our holders of common stock caused by the dividends payable to holders of our preferred stock and eliminate the liquidation preferences and special voting rights provided to holders of our preferred stock;

the Proposed Transaction would make it easier for investors and analysts to understand and follow the Company, and more accurately value our common stock, which in turn is expected to increase the attractiveness of our common stock;

the Proposed Transaction could increase the liquidity and marketability of our common stock by making it more likely that it is listed on a national securities exchange and increase the market value per share, which would attract the interest of analysts, institutional investors, investment funds and brokers;

~~the process followed by the Company in having a Special Committee of independent and disinterested directors with an independent legal advisor; and~~

~~the views of Joseph Gunnar and management with respect to the Proposed Transaction.~~

~~The foregoing discussion of the information and factors considered by the Board of Directors is not intended to be exhaustive and may not include all of the information and factors considered by~~ the Board of Directors. The ~~Board~~exercise price of ~~Directors, in making its determination~~all options granted to directors is equal to the market closing price on the date of grant; the options vest quarterly over three years and have a seven-year term.

The following table provides information regarding the ~~Proposed Transaction, including~~compensation of the ~~Amendment Proposals, did not find it useful to, and did not, quantify or assign any relative or specific weights~~Company’s non-employee directors for the year ended December 31, 2015:

Name	Fees Earned or Paid in Cash		Stock Awards		Option Awards (1)		Non-Equity Incentive Plan Compensation		Non-qualified Deferred Compensation Earnings		All Other Compensation		Total
Current Directors
Francis J. Elenio	$	—	$	—	$	7,500	$	—	$	—	$	—	$	7,500
Michael Engmann	$	—	$	—	$	7,500	$	—	$	—	$	—	$	7,500
Stanley Gilbert	$	—	$	—	$	19,700	$	—	$	—	$	—	$	19,700
Jeffrey Holtmeier	$	—	$	—	$	19,700	$	—	$	—	$	—	$	19,700
David Welch	$	—	$	—	$	20,094	$	—	$	—	$	—	$	20,094

(1)	The amounts provided in this column represent the aggregate grant date fair value of option awards granted to our officers, as calculated in accordance with FASB ASC Topic 718, Stock Compensation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of November 15, 2016, with respect to the ~~various factors that it considered. Rather,~~beneficial ownership of (i) any person known to be the ~~Board~~beneficial owner of ~~Directors views its determinations as being based on an overall analysis and on the totality~~more than 5% of any class of voting securities of the ~~information presented to~~Company, (ii) each director and ~~factors considered by it (including specifically the recommendations~~director nominee of the ~~Special Committee). In addition, in considering the factors described above, individual members~~Company, (iii) each of the ~~Board~~current executive officers of ~~Directors may have given differing weights to different factors, and may have viewed some factors relatively more positively or negatively than others.~~

~~Interests of our Officers and Directors~~the Company named in the ~~Proposals~~

~~Our~~Summary Compensation Table under the heading "Executive Compensation" and (iv) all directors and executive officers ~~and their affiliates may have interests~~of the Company as a group. Except as indicated in the ~~Proposed Transaction that are different from the interests of the holders of our common stock in their capacity as~~footnotes to this table (i) each person has sole voting and investment power with respect to all shares attributable to such person and ~~have relationships that may~~

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~~present conflicts of interests. The~~(ii) each person’s address ~~of each such director and officer~~ is c/o iSign Solutions, Inc., ~~275 Shoreline Drive,~~2025 Gateway Place, Suite ~~500, Redwood Shores, California 94065-1413.~~485, San Jose California95110-1413. The amounts are not stated in thousands.

	Common Stock
Name of Beneficial Owner	Number of Shares (1)		Percent Of Class (1)
Philip S. Sassower (2)		1,385,882		23.6	%
Andrea Goren (3)		1,415,566		24.1	%
Stanley Gilbert (4)		131,480		2.4	%
Jeffrey Holtmeier (5)		5,195		0.1	%
David E. Welch (6)		1,744		*
Michael W. Engmann (7)		886,483		15.0	%
Francis Elenio (8)		266		*
William Keiper (9)		119,671		2.1	%
All directors and executive officers as a group (7 persons) (10)		2,559,592		40.4	%
5% Shareholders
Phoenix Venture Fund LLC (11)		1,368,013		23.3	%

* Less than 1%.

Shares of Common Stock beneficially owned and the respective percentages of beneficial ownership of Common Stock assumes the exercise or conversion of all options, warrants and other securities convertible into Common Stock, beneficially owned by such person or entity currently exercisable or exercisable within 60 days of November 28, 2016. Shares issuable pursuant to the exercise of stock options and warrants exercisable within 60 days of November 28, 2016 or securities convertible into Common Stock within 60 days of November 28, 2016 are deemed outstanding and held by the holder of such shares of Common Stock, options and warrants for purposes of computing the percentage of outstanding Common Stock beneficially owned by such person, but are not deemed outstanding for computing the percentage of outstanding Common Stock beneficially owned by any other person. The percentage of beneficial ownership of Common Stock beneficially owned is based on shares of Common Stock. The shares of Common Stock beneficially owned and the respective percentages of beneficial ownership of Common Stock stated in these columns assume conversion of all outstanding options and warrants into shares of Common Stock.

Represents (a) 1,071,057 shares of Common Stock, (b) 7,599 shares issuable to Mr. Sassower upon the exercise of options exercisable within 60 days of November 28, 2016, and (c) 307,226 shares of Common Stock issuable upon the exercise of warrants (see table below for details), including securities beneficially owned by Phoenix, SG Phoenix Ventures LLC, SG Phoenix LLC, Phoenix Banner Holdings LLC and Phoenix Enterprises Family Fund. Please see footnote 14 below for information concerning shares of Common Stock beneficially owned by Phoenix. Along with Mr. Goren, Mr. Sassower is the co-manager of SG Phoenix Ventures LLC, which has the shared power to vote and dispose of the shares of Common Stock held by Phoenix and Phoenix Banner Holdings LLC, and, accordingly, Mr. Sassower may be deemed to be the beneficial owner of the shares owned by Phoenix and Phoenix Banner Holdings LLC. SG Phoenix Ventures LLC, Mr. Goren and Mr. Sassower each disclaim beneficial ownership of the shares owned by Phoenix and Phoenix Banner Holdings LLC, except to the extent of their respective pecuniary interests therein. Mr. Sassower’s address is 110 East 59th Street, Suite 1901, New York, NY 10022.

	Philip Sassower		SG Phoenix Ventures LLC		SG Phoenix LLC		Phoenix Venture Fund		Phoenix Enterprises Family Fund LLC		Phoenix Banner Holdings		Total
Common Shares		2,044		—		2,234		1,066,779		—		—		1,071,057
Stock Options		7,599		—		—		—				—		7,599
Warrants		8,225		288,095		—		—		—		10,906		307,226
Total		17,868		288,095		2,234		1,066,779		—		10,906		1,385,882

Represents (a) 1,098,853 shares of Common Stock, (b) 9,119 shares issuable upon the exercise of options exercisable within 60 days of November 28, 2016, and (c) 307,594 shares of Common Stock issuable upon the exercise of warrants exercisable within 60 days of November 28, 2016 (see table below for details), including securities beneficially owned by Phoenix, SG Phoenix Ventures LLC, SG Phoenix LLC, Phoenix Banner Holdings LLC, Andax LLC and Mr. Goren. Please see footnote 14 below for information concerning Phoenix’s beneficial ownership. Mr. Goren is managing member Andax LLC and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. Along with Mr. Sassower, Mr. Goren is the co-manager of SG Phoenix Ventures LLC, which has the power to vote and dispose of the shares held by Phoenix and by Phoenix Banner Holdings LLC, and accordingly, Mr. Goren may be deemed to be the beneficial owner of the shares owned by Phoenix and Phoenix Banner Holdings LLC. SG Phoenix Ventures LLC, Mr. Goren and Mr. Sassower each disclaim beneficial ownership of the shares owned by Phoenix and Phoenix Banner Holdings LLC, except to the extent of their respective pecuniary interests therein. Mr. Goren’s address is 110 East 59th Street, Suite 1901, New York, NY 10022.

	Andrea Goren		Andax, LLC		SG Phoenix LLC		Phoenix Venture Fund		Phoenix Banner Holdings		Total
Common Shares		15		29,825		2,234		1,066,779		—		1,098,853
Stock Options		9,119		—		—		—		—		9,119
Warrants		—		8,594		288,095		—		10,905		307,594
Total		9,134		38,419		290,329		1,066,779		10,905		1,415,566

Represents (a) 114,169 shares of Common Stock, (b) 1,733 shares of Common Stock issuable upon the exercise of options exercisable within 60 days of November 28, 2016, and (c) 15,579 shares of Common Stock issuable upon the exercise of warrants, exercisable within 60 days of November 28, 2016 (see table below for details). As manager of Galaxy LLC, Mr. Gilbert has the power to vote and dispose of the shares of Common Stock held by Galaxy LLC, and, accordingly, Mr. Gilbert may be deemed to be the beneficial owner of the shares owned by Galaxy LLC.

	Stanley Gilbert		Stanley Gilbert PC		Galaxy LLC		Mrs. Gilbert		Total
Common Shares		111,002		23		1,426		1,718		114,169
Stock Options		1,733		—		—		—		1,733
Warrants		15,579		—		—		—		15,579
Total		128,314		23		1,426		1,718		131,480

Represents (a) 3,662 shares of Common Stock (b) 1,533 shares of Common Stock issuable upon the exercise of options exercisable within 60 days of November 28, 2016 As manager of Genext, Mr. Holtmeier has the power to vote and dispose of the shares of Common Stock held by Genext, and, accordingly, Mr. Holtmeier may be deemed to be the beneficial owner of the shares owned by CUBD and Genext.

6.	Represents 1,744 shares of Common Stock issuable upon the exercise of options exercisable within 60 days of November 28, 2016.

Represents (a) 535,659 shares of Common Stock beneficially owned by Mr. Engmann (b) 266 shares of Common Stock issuable upon the exercise of options exercisable within 60 days of November 28, 2016 and (c) an aggregate of 350,558 shares of Common Stock issuable upon exercise of warrants exercisable within 60 days of November 28, 2016 beneficially owned by Mr. Engmann. See the following table for more detail. Mr. Engmann’s address is 220 Bush Street, No. 660, San Francisco, CA 94104. (See note 5 to the Consolidated Financial Statements).

	Michael Engmann		MDNH Partners, LP		KENDU Partners Company		Total
Common Shares		430,749		103,915		995		535,659
Stock Options		266		—		—		266
Warrants		332,097		18,461		—		350,558
Total		689,564		122,376		995		886,483

8.	Represents 266 shares of Common Stock issuable upon the exercise of options exercisable within 60 days of November 28, 2016.

9.	Represents (a) 41,173 shares of Common Stock (b) 12,160 shares of Common Stock issuable upon the exercise of options exercisable within 60 days of 2015, (c) 66,338 shares of Common Stock issuable upon exercise of warrants exercisable within 60 days of November 28, 2016

	William Keiper		First Global Partners		Total
Common Shares		—		41,173		41,173
Stock Options		12,160		—		12,160
Warrants		—		66,338		66,338
Total		12,160		107,511		119,671

10.

Includes shares of Common Stock beneficially owned by Phoenix. Please see footnote 11 below for information concerning shares of Common Stock beneficially owned by Phoenix. Mr. Sassower and Mr. Goren are the co-managers of SG Phoenix Ventures LLC, which has the shared power to vote and dispose of the shares of Common Stock held by Phoenix and, accordingly, Mr. Sassower and Mr. Goren may be deemed to be the beneficial owner of the shares owned by Phoenix. SG Phoenix Ventures LLC, Mr. Sassower and Mr. Goren each disclaim beneficial ownership of the shares owned by Phoenix, except to the extent of their respective pecuniary interests therein. The amount stated above includes an aggregate of 26,802,497 shares issuable upon the exercise of options within 60 days of November 28, 2016.

11.

SG Phoenix Ventures LLC is the Managing Member of Phoenix, with the power to vote and dispose of the shares of Common Stock held by Phoenix. Accordingly, SG Phoenix Ventures LLC may be deemed to be the beneficial owner of such shares. Andrea Goren is the co-manager of SG Phoenix Ventures LLC, has the shared power to vote and dispose of the shares of Common Stock held by Phoenix and, as such, may be deemed to be the beneficial owner of the common shares owned by Phoenix and by SG Phoenix LLC, of which he is a member. Philip Sassower is the co-manager of SG Phoenix Ventures LLC, has the shared power to vote and dispose of the shares of Common Stock held by Phoenix and, as such, may be deemed to be the beneficial owner of the common shares owned by Phoenix and by SG Phoenix LLC, of which he is a member. SG Phoenix Ventures LLC, Mr. Goren and Mr. Sassower each disclaim beneficial ownership of the shares owned by Phoenix, and Mr. Goren and Mr. Sassower each disclaim beneficial ownership of the shares owned by SG Phoenix LLC, except to the extent of their respective pecuniary interests therein. The address of these stockholders is 110 East 59th Street, Suite 1901, New York, NY 10022.

	Phoenix Venture Fund LLC		SG Phoenix Ventures LLC		Phoenix Banner Holdings		Total
Common Shares		1,066,779		2,234		—		1,069,013
Warrants		—		288,095		10,905		299,000
Total		1,066,779		290,329		10,905		1,368,013

PROPOSAL 2

AMENDMENT TO 2011 STOCK COMPENSATION PLAN

The Board of Directors proposes that the ~~Record Date, Philip S. Sassower, our Co-Chairman~~2011 Stock Compensation Plan (the “2011 Plan”) be amended to increase the aggregate number of the Board and Chief Executive Officer, together with his affiliated entities (including Phoenix, one of our principal stockholders, SG Phoenix LLC, Phoenix Venture Fund LLC, Phoenix Enterprises Family Fund LLC and Phoenix Banner Holdings LLC), beneficially owns 442,002,060 shares orsubject to issuance under such plan by 630,000 shares from 120,000 shares to 750,000 shares, which represents approximately ~~71.7%~~13.6% of the outstanding shares of ~~our common~~Company Common Stock as of the date hereof.

The purpose of the 2011 Plan is to strengthen the ability of the Company to attract and retain well-qualified executive and managerial personnel, provide additional incentive to its employees and encourage stock (including 347,130,438 shares of common stock issuable upon the conversion of our preferred stock). If Proposals 2, 3, 4, 5 and 6 are approved, and assuming all of our preferred stock is converted into common stockownership in the ~~Proposed Transaction, Mr. Sassower and his affiliated entities (including Phoenix)~~Company so that its participants will ~~beneficially own 1,406,887,559 shares~~have a proprietary interest in the Company. As a result of ~~common stock or approximately 88.9%~~significant dilution, the current plan represents only 2.2% of the outstanding shares of ~~our common stock, without giving effect~~Company Common Stock as of the date hereof. This is significantly below the 20% average for option pools of companies similar to ~~our reverse stock split.~~ours. Given this dilution and, as described below, the fact that all options are significantly out of the money, the 2011 Plan is not currently able to serve its above described purposes.

Under the 2011 Plan, a total of 120,000 shares are currently reserved for issuance. As of the Record Date, Andrea Goren, our Chief Financial Officer and a member of our Board of Directors, together with his affiliated entities (including Andax, LLC, Phoenix, SG Phoenix LLC, Phoenix Venture Fund LLC and Phoenix Banner Holdings LLC), beneficially owns 410,343,671 shares, or approximately 69.82% of the outstanding shares, of our common stock (including 325,462,678November 15, 2015, 50 options have been exercised, options to purchase 82,261 shares of common stock ~~issuable upon~~were outstanding and 37,687 shares remain available for future grants. During 2015, employees as a group were granted 30,906 stock options under the ~~conversion~~2011 Plan. As of ~~our preferred stock). If Proposals 2, 3, 4, 5 and 6 are approved, and assuming all~~November 16, 2015, the per share closing price of ~~our preferred stock is converted into common stock~~the shares underlying these options was $8.00. A copy of the 2011 Plan, as amended to reflect the increase in the ~~Proposed Transaction, Mr. Goren and his affiliated entities (including Phoenix) will beneficially own 1,308,337,237~~aggregate number of shares subject to issuance to 160,000 shares, is attached hereto as Appendix B.

Options granted under the 2011 Plan may be either incentive stock options ("Incentive Options"), which are intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended, or options that do not qualify as Incentive Options ("Non-Qualified Stock Options"). Under the 2011 Plan, the Committee may grant (i) Incentive Options at an exercise price per share which is not less than the fair market value of a share of common stock ~~or approximately 88.1%~~on the date on which such Incentive Options are granted (and not less than 110% of the ~~outstanding shares~~fair market value in the case of ~~our common stock, without giving effect to our reverse stock split.~~

Asany optionee who beneficially owns more than 10% of the ~~Record Date, Michael Engmann, our Co-Chairman~~total combined voting power of the ~~Board, together with his affiliated entities (including MDNH Partners, LP~~Company) and ~~KENDU Partners), beneficially owns 227,524,729 shares, or approximately 50.11%~~(ii) Non-Qualified Stock Options at an exercise price per share which is determined by the Committee (and which may not be less than 85% of the ~~outstanding shares,~~fair market value of ~~our common stock (including 133,729,955 shares~~a share of common stock ~~issuable upon~~on the ~~conversion of our preferred stock). If Proposals 2, 3, 4, 5~~date on which such Non-Qualified Stock Options are granted; and 6 are approved, and assuming all of our preferred stock is converted into common stock in the Proposed Transaction, Mr. Engmann and his affiliated entities will beneficially own 651,423,887 shares of common stock, or approximately 74.2% of the outstanding shares of our common stock, without giving effect to our reverse stock split.

As of the Record Date, Stanley Gilbert, a member of our Board of Directors, together with his affiliated entities (including Stanley Gilbert PC, Galaxy LLC and Mrs. Gilbert), beneficially owns 54,346,846 shares, or approximately 19.5% of the outstanding shares, of our common stock (including 34,496,030 shares of common stock issuable upon the conversion of our preferred stock). If Proposals 2, 3, 4, 5 and 6 are approved, and assuming all of our preferred stock is converted into common stock in the Proposed Transaction, Mr. Gilbert and his affiliated entities will beneficially own 144,538,931 shares of common stock, or approximately 39.2% of the outstanding shares of our common stock, without giving effect to our reverse stock split.

As of the Record Date, Jeffrey Holtmeier, a member of our Board of Directors and a member of the Special Committee, together with his affiliated entity, Genext, LLC, beneficially owns 2,423,540 shares, or approximately 1.0% of the outstanding shares, of our common stock (including 589,940 shares of common stock issuable upon the conversion of our preferred stock). If Proposals 2, 3, 4, 5 and 6 are approved, and assuming all of our preferred stock is converted into common stock in the Proposed Transaction, Mr. Holtmeier and his affiliated entity will beneficially own 5,629,868 shares of common stock, or approximately 2.3% of the outstanding shares of our common stock, without giving effect to our reverse stock split.

As of the Record Date, David E. Welch, a member of our Board of Directors and a member of the Special Committee, beneficially owns 1,890,272 shares of our common stock. If Proposals 2, 3, 4, 5 and 6 are approved, and assuming all of our preferred stock is converted into common stock in the Proposed Transaction, Mr. Welch will beneficially own 1,890,272 shares of common stock, or approximately 0.8% of the outstanding shares of our common stock, without giving effect to our reverse stock split.

As of the Record Date, William Keiper, our President and Chief Operating Officer, together with his affiliated entity, FirstGlobal Partners LLC, beneficially owns 26,927,933 shares, or approximately 10.3% of the outstanding shares, of our common stock (including 13,326,653 shares of common stock issuable upon the conversion of our preferred stock). If Proposals 2, 3, 4, 5 and 6 are approved, and assuming all of our preferred stock is converted into common stock in the Proposed Transaction, Mr. Keiper and his affiliated entity will beneficially own 52,192,014 shares of common stock, or approximately 18.2% of the outstanding shares of our common stock, without giving effect to our reverse stock split.

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As of the Record Date, Francis Elenio, a member of our Board of Directors, beneficially owns 83,333 shares of our common stock. If Proposals 2, 3, 4, 5 and 6 are approved, and assuming all of our preferred stock is converted into common stock in the Proposed Transaction, Mr. Elenio will beneficially own 83,333 shares of common stock, or approximately 0.04% of the outstanding shares of our common stock, without giving effect to our reverse stock split.

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~~PROPOSAL 1~~

~~APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF~~ ~~INCORPORATION TO EFFECT A REVERSE SPLIT OF OUR COMMON STOCK~~

~~General~~

The Board of Directors has adopted, and is recommending that our stockholders approve, an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse split of all of our outstanding shares of common stock at an exchange ratio of not less than ~~1-for-750 and not~~110% of fair market value in the case of an optionee who beneficially owns more than 1-for-1,250, which we sometimes refer to as the Reverse Stock Split or reverse stock split. The form of this amendment to our Amended and Restated Certificate of Incorporation is attached to this Proxy Statement as Appendix A.

~~If this proposal is approved, the Board of Directors or a committee thereof will have the authority, but not the obligation, in its sole discretion and without any further action on the part~~10% of the stockholders, to effect the reverse stock split within this range at any time it believes to be most advantageous to our Company and stockholders. This proposal would give the Board of Directors or a committee thereof the authority to implement one, but not more than one, reverse stock split. The exact ratiototal combined voting power of the ~~reverse stock split, if effected, would~~Company). The 2011 Plan further provides that the maximum period in which options may be ~~set at a whole number within the range as~~exercised will be determined by the ~~Board~~Committee, except that Options may not be exercised after the expiration of ~~Directors~~ten years from the date the Option was initially granted (and in the case of Incentive Options, five years in the case of any optionee who beneficially owns more than 10% of the total combined voting power of the Company). Any option granted under the 2011 Plan will be nontransferable, except by will or ~~a committee thereof~~by the laws of descent and distribution, and may be exercised upon payment of the option price in ~~its sole discretion. The reverse stock split amendment would not change the number of authorized shares of our common stock~~cash or ~~preferred stock and the par value of our common stock would remain at $0.01 per share.~~

We believe that enabling our Board of Directors to set the ratio within the stated range will provide us with the flexibility to implement the Reverse Stock Split in a manner designed to maximize the anticipated benefits for our stockholders. In determining a ratio, if any, following the receipt of stockholder approval, our Board of Directors may consider, among other things, factors such as:

~~the initial listing requirements of The NASDAQ Capital Market;~~

~~the historical trading price and trading volume of our common stock;~~

~~the number of shares of our common stock outstanding;~~

~~the number~~by delivery of shares of common stock ~~issuable upon conversion of our preferred stock;~~with a fair market value equal to the option price.

Benefits Under Amended 2011 Plan

Future awards under the ~~then-prevailing trading price and trading volume of our common stock and~~2011 Plan are within the ~~anticipated impact~~discretion of the ~~Reverse Stock Split on~~administrator of the ~~trading market for our common stock;~~

2011 Plan and therefore are not determinable at this time. The following table shows the ~~anticipated impact in connection with our proposed firm-commitment underwritten public offering; and~~

~~prevailing general market and economic conditions.~~

~~Depending on the ratio for the Reverse Stock Split determined~~aggregate benefits received by our ~~Board of Directors or~~named executive officers, our executive officers as a ~~committee thereof, no less than 750~~group, our non-employee directors as a group and ~~no more than 1,250 shares of existing common stock, as determined by~~ our Board of Directors or a committee thereof, will be combined into one share of common stock. The amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split, if any, will effect onlynon-executive officer employees under the ~~reverse split ratio within such range determined by our Board of Directors or a committee thereof to be~~2011 Plan in ~~the best interests of our stockholders.~~fiscal 2014:

Name of Individual or Group	Number of Options Granted		Grant Date Fair Value(1)
Philip S. Sassower		2,400	$	59,100
All current executive officers, as a group		10,080	$	224,562
All current directors who are not executive officers, as a group		2,400	$	75,340
All employees, including all officers who are not executive officers, as a group		18,426	$	437,618

(1)	Based on the grant date fair value of the award on the date of grant. Non-qualified and incentive stock options are granted with an exercise price equal to 100% of the fair market value on the date of grant.

Certain Federal Income Tax Consequences

The ~~reverse stock split would be effected by the filing of an amendment to our Amended and Restated Certificate of Incorporation in the form attached hereto as Appendix A with the Office~~following outlines certain federal income tax consequences of the Secretary of State of the State of Delaware. The Board of Directors will retain the authority not to effect the reverse stock split even if we receive stockholder approval. If the amendment is not filed with the Secretary of State of the State of Delaware within one year following the Special Meeting or any adjournment or postponement thereof, the reverse stock split will be abandoned, without any further effect. Thus, subject to stockholder approval, the Board of Directors, at its discretion, may cause the filing of the amendment to effect a reverse stock split or abandon it and effect no reverse stock split if it determines that such action is not in the best interests of our Company and stockholders.

~~Purpose of the Reverse Stock Split~~

The Board of Directors is submitting the proposed reverse stock split to our stockholders for approval in connection with the contemplated firm-commitment underwritten public offering of our common stock and the plan to uplist our common stock from the OTCQB to The NASDAQ Capital Market. The Board believes the

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consummation of the reverse stock split and the uplist of our common stock will make our common stock more attractive to a broader range of institutional and other investors. Accordingly, for these and other reasons described in this Proxy Statement, we believe that effecting the reverse stock split is in the Company’s and our stockholders’ best interests.

We believe that the Reverse Stock Split will enhance our ability to obtain an initial listing on The NASDAQ Capital Market. The NASDAQ Capital Market requires, among other items, an initial bid price of least $4.00 per share and following initial listing, maintenance of a continued price of at least $1.00 per share. A decrease in the number of outstanding shares of our common stock resulting from a reverse stock split should, absent other factors, increase the per share market price of our common stock, although we cannot provide any assurance that our minimum bid price would remain over the minimum bid price requirement of The NASDAQ Capital Market following the Reverse Stock Split.

Additionally, we believe that the Reverse Stock Split will make our common stock more attractive to a broader range of institutional and other investors, as we have been advised that the current market price of our common stock may affect its acceptability to certain institutional investors, professional investors and other members of the investing public. As previously discussed, many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. In addition, some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Moreover, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of common stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher. We believe that the Reverse Stock Split will make our common stock a more attractive and cost effective investment for many investors, which will enhance the liquidity of the holders of our common stock.

Reducing the number of outstanding shares of our common stock through the reverse stock split is intended, absent other factors, to increase the per share market price of our common stock in order to attract new investors and meet one of the initial listing requirements of The NASDAQ Capital Market. However, other factors, such as our financial results, market conditions and the market perception of our business may adversely affect the market price of our common stock. As a result, we cannot assure you that the reverse stock split, if completed, will result in the intended benefits described above, that the market price of our common stock will increase following the reverse stock split or that the market price of our common stock will not decrease in the future. Additionally, we cannot assure you that the market price per share of our common stock after a reverse stock split will increase in proportion to the reduction in the number of shares of our common stock outstanding before the reverse stock split. Accordingly, the total market capitalization of our common stock after the reverse stock split may be lower than the total market capitalization before the reverse stock split.

~~Procedure for Implementing the Reverse Stock Split~~

The Reverse Stock Split, if approved by our stockholders, would become effective upon the filing (the “Effective Time”) of a certificate of amendment to our Amended and Restated Certificate of Incorporation with the Office of the Secretary of State of the State of Delaware. The amendment will implement the exchange ratio (of not less than 1-for-750 and not more than 1-for-1,250) as determined by the Board of Directors or a committee thereof prior to the Effective Time. The exact timing of the filing of the certificate of amendment that will effect the Reverse Stock Split will be determined by our Board of Directors or a committee thereof based on its evaluation as to when such action will be the most advantageous2011 Plan under present law to the Company and ~~our stockholders. In addition, our Board of Directors reserves~~participants in such plan.

Incentive Options. A participant will not realize income ("except that the right, notwithstanding stockholder approval and without further action by the stockholders, to elect not to proceed with the Reverse Stock Split if, at any time prior to filing the amendment to our Amended and Restated Certificate of Incorporation, our Board of Directors, in its sole discretion, determines that it is no longer in our best interestalternative minimum tax may apply), and the best interests of our stockholders to proceed with the Reverse Stock Split. If a certificate of amendment effecting the Reverse Stock Split has not been filed with the Secretary of State of the State of Delaware by the close of business on the first anniversary of the Special Meeting or any adjournment or postponement thereof, our Board of Directors will abandon the Reverse Stock Split.

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~~Effect of the Reverse Stock Split on Holders of Outstanding Common Stock~~

Depending on the ratio for the Reverse Stock Split determined by our Board of Directors, a minimum of 750 and a maximum of 1,250 shares of existing common stock will be combined into one new share of common stock. The table below shows, as of December •, 2015, the number of outstanding shares of common stock that would result from the listed hypothetical reverse stock split ratios (without giving effect to the treatment of fractional shares):

~~As of December •, 2015~~

Reverse Stock Split Ratio
Outstanding Shares of
Common Stock
Prior to the Reverse Stock
Split
Approximate Number of Outstanding
Shares of Common Stock
After the Reverse Stock Split
1-for-750

234,307,542

312,410

1-for-800

234,307,542

292,884

1-for-900

234,307,542

260,342

1-for-1,000

234,307,542

234,308

1-for-1,100

234,307,542

213,007

1-for-1,200

234,307,542

195,256

1-for-1,250

234,307,542

187,446

The actual number of shares outstanding after giving effect to the Reverse Stock Split, if implemented, will depend on the reverse stock split ratio that is ultimately determined by our Board of Directors or a committee thereof. Release No. 34-15230 of the Securities and Exchange Commission requires disclosure and discussion of the effects of any action that may be used as an anti-takeover mechanism. Proposal No. 1, if adopted and effected, will result in a relative increase in the number of authorized but not outstanding shares of our common stock vis-à-vis the outstanding shares of our common stock and, could, under certain circumstances, have an anti-takeover effect, although this is not the purpose or intent of the Proposal. A relative increase in the number of authorized shares of common stock could have other effects on our stockholders, depending upon the exact nature and circumstances of any actual issues of authorized shares. A relative increase in our authorized shares of common stock could potentially deter takeovers, including takeovers that our Board of Directors has determined are not in the best interest of our stockholders, in that additional shares could be issued (within the limits imposed by applicable law) in one or more transactions that could make a change in control or takeover more difficult. The Board of Directors is not aware of any attempt to take control of our business and has not considered the reverse stock split to be a tool to be utilized as a type of anti-takeover device.

~~The Reverse Stock Split will affect all holders of our common stock uniformly and~~Company will not ~~affect any stockholder’s percentage ownership interest in the Company, except that as described below in “— Fractional Shares,” holders of common stock otherwise~~be entitled to a ~~fractional share as a result~~deduction for federal income tax purposes, upon the grant of an Incentive Option, and, if certain requirements of the ~~Reverse Stock Split will receive, in lieu thereof, a cash payment equal~~Code and 2011 Plan are met, upon exercise of an Incentive Option. If common stock acquired upon the exercise of an Incentive Option is disposed of by the participant within two years from the date of granting of the option or within one year after the date of exercise (a "disqualifying disposition"), the excess, if any, of (i) the amount realized (up to the ~~fractional share amount multiplied by the product~~fair market value of ~~the closing sale price of our shares of~~such common stock on the ~~OTCQB~~exercise date) over (ii) the exercise price, will be ordinary income to the participant, and the Company will be entitled to a deduction for federal income tax purposes equal to the amount of ordinary income realized by the participant. The Code limits to $100,000 the value of employee stock subject to Incentive Options that first become exercisable in any one year, based upon the fair market value of the stock on the ~~Effective Time. In addition,~~date of grant. To the ~~Reverse~~extent Options exceed this limit, they are treated as Non-Qualified Stock ~~Split will~~Options.

Non-Qualified Stock Options. A participant who receives a Non-Qualified Stock Option does not ~~affect any stockholder’s proportionate voting power (subject~~recognize taxable income on the grant of the option. Upon the receipt of shares when a Non-Qualified Stock Option is exercised, a participant generally has ordinary income in an amount equal to the ~~treatment~~excess of ~~fractional shares).~~the fair market of the shares at the time of exercise over the exercise price paid for the shares.

~~The Reverse Stock Split may result in some stockholders owning “odd lots”~~

However, if the participant (i) is an officer or director of ~~less~~the Company or the beneficial owner of more than ~~100 shares~~10% of ~~common stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than~~ the ~~costs of transactions in “round lots” of even multiples of 100 shares.~~

~~After the Effective Time, our common stock will have a new Committee on Uniform Securities Identification Procedures (CUSIP) number, which is a number used to identify our~~Company's equity securities ~~and stock certificates with~~(in each case, within the ~~older CUSIP number will need to be exchanged for shares~~meaning of common stock with the new CUSIP number by following the procedures described below. However, until such exchange is made, the old stock certificates will automatically represent the new, post-split number of shares. After the Reverse Stock Split, we will continue to be subject to the periodic reporting and other requirementsSection 16 of the Securities Exchange Act of 1934, as ~~amended. Our common stock will continue~~amended (the "Exchange Act"), an "Insider") and (ii) receives shares upon the exercise of a Non-Qualified Stock Option, the recognition of income (and the determination of the amount of income) is deferred until the earlier of (a) six months after the shares are acquired or (b) the earliest date on which the Insider could sell the shares at a profit without being subject to ~~be listed~~liability under Section 16(b) of the Exchange Act (six months after the Non-Qualified Stock Option is granted, in the case of an "in-the-money" option). Income is not deferred, however, if such a participant makes a Section 83(b) election at the time he receives the shares. Rather, income is recognized on the ~~OTCQB under~~date of exercise in an amount equal to the ~~symbol “ISGN”~~excess of the fair market value of the shares on such date over the exercise price. A Section 83 election must be filed with the Internal Revenue Service within thirty (30) days after an option is exercised.

A participant's tax basis in shares received upon exercise of a Non-Qualified Stock Option is equal to the amount of ordinary income recognized on the receipt of the shares plus the amount of cash, if any, paid upon exercise. The holding period for the shares begins on the day after the shares are received or, in the case of an Insider that has not made a Section 83 election, on the day after the date on which income is recognized by the Insider on account of the receipt of the shares.

The ordinary income recognized by an employee of the Company on account of the exercise of a Non-Qualified Stock Option is subject to ~~any decision~~both wage withholding and employment taxes. A deduction for federal income tax purposes is allowed to the Company in an amount equal to the amount of ~~our Board of Directors to list our securities on a stock exchange.~~

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~~Beneficial Holders of Common Stock (i.e., stockholders who hold~~ordinary income included in ~~street name)~~

~~Upon~~ the ~~implementation~~participant's income, provided that such amount constitutes an ordinary and necessary business expense of the ~~Reverse~~Company, that such amount is reasonable and that the Company satisfies any tax reporting obligation that it has with respect to such income.

If a participant exercises a Non-Qualified Stock ~~Split, we intend~~Option by delivering previously held shares in payment of the exercise price, the participant does not recognize gain or loss on the delivered shares if their fair market value is different from the participant's tax basis in the shares. However, the exercise of the Non-Qualified Stock Option is taxed, and the Company generally is entitled to ~~treat shares held by stockholders through~~ a ~~bank, broker, custodian or other nominee~~deduction, in the same ~~manner~~amount and at the same time as ~~registered stockholders whose shares are registered~~if the participant had paid the exercise price in ~~their names. Banks, brokers, custodians or other nominees will be instructed to effect~~cash. If the ~~Reverse Stock Split for their beneficial holders holding our common~~participant receives a separate identifiable stock certificate therefor, his tax basis in street name. However, these banks, brokers, custodians or other nominees may have different procedures than we have instituted for registered stockholders for processing the Reverse Stock Split. Stockholders who hold shares of our common stock with a bank, broker, custodian or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.

~~Registered “Book-Entry” Holders of Common Stock (i.e., stockholders that are registered on the transfer~~ ~~agent’s books and records but do not hold stock certificates)~~

Some of our registered holders of common stock may hold their shares electronically in book-entry form with the transfer agent. These stockholders do not have stock certificates evidencing their ownership in our common stock. They are, however, provided with a statement reflecting the number of shares ~~registered in their accounts.~~

~~If your shares of common stock are held in book-entry form, you will receive a transmittal letter from our transfer agent, who~~received that is also acting as our exchange agent in connection with our Reverse Stock Split, as soon as practicable after the Effective Time. The letter of transmittal will contain instructions on how to receive your post-reverse stock split shares of common stock electronically in book-entry form under the Direct Registration System (DRS). Shareholders will need to return to our transfer agent a properly executed and completed letter of transmittal in order to receive their new book-entry statement representing post-reverse split shares of common stock and any cash payment due to them in lieu of fractional shares. The post-reverse split shares of common stock will contain the same restrictive legends as the pre-reverse split shares.

~~Holders of Certificated Shares of Common Stock~~

Some of the registered holders of our common stock hold their shares in certificate form. If your shares of common stock are held in certificate form, you will receive a transmittal letter from our transfer agent, who is also acting as our exchange agent in connection with the Reverse Stock Split, as soon as practicable after the Effective Time. The letter of transmittal will contain instructions on how to surrender your certificate or certificates representing your pre-reverse stock split shares to our transfer agent. Upon our transfer agent’s receipt of your pre-reverse stock split certificate or certificates, together with a properly completed and executed letter of transmittal, you will receive your post-reverse split shares of common stock electronically in book-entry form under the DRS and any cash payment due to you in lieu of fractional shares. The post-reverse split shares of common stock will contain the same restrictive legends as the pre-reverse split shares. At any time after receipt of your DRS statement, you may request a stock certificate representing your shares of common stock if you do not want to hold your shares in book-entry form.

Regardless of how shareholders hold our common stock (i.e., in book-entry or certificated form), shareholders will not have to pay any service charges to us or our transfer agent in connection with the reverse stock split.

~~STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT~~ ~~SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.~~

~~Fractional Shares~~

We do not currently intend to issue fractional shares in connection with the Reverse Stock Split. Therefore, we will not issue certificates representing fractional shares. In lieu of issuing fractions of shares, holders will be entitled to receive a cash payment equal to ~~the fractional share amount multiplied by the product of the closing sale price of a share of our common stock as reported on the OTCQB on the day of the Effective Time.~~

~~Effect of the Reverse Stock Split on Our Preferred Stock~~

Under the existing terms of our preferred stock, based on the reverse stock split ratio determined by our Board of Directors, the conversion price in effect with respect to each series of our preferred stock will automatically be proportionately increased and the number of shares ~~of our common stock issuable upon conversion of shares of each series of preferred stock~~surrendered on exercise will ~~automatically~~ be ~~decreased in proportion to~~ the ~~decrease~~same, as his tax basis in the ~~aggregate number of outstanding~~ shares ~~of our common stock resulting from the Reverse Stock Split.~~

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~~Effect of the Reverse Stock Split on Employee Plans, Options, Restricted Stock Awards and Warrants~~

~~Based upon the reverse stock split ratio determined by our Board of Directors or a committee thereof, proportionate adjustments will be required to be made to the per share exercise price and the~~surrendered. His holding period for such number of shares ~~issuable~~will include his holding period for the shares surrendered. The participant's tax basis and holding period for the 'additional shares received upon exercise will be the same as it would if the participant had paid the exercise price in cash.

If a participant receives shares upon the exercise of a Non-Qualified Stock Option and thereafter disposes of the shares in a taxable transaction, the difference between the amount realized on the disposition and the participant's tax basis in the shares is taxed as capital gain or ~~conversion~~loss (provided the shares are held as a capital asset on the date of ~~all outstanding options and warrants,~~disposition), which is long-term or ~~other convertible or exchangeable securities entitling~~short-term depending on the ~~holders to purchase shares of common stock. This would result in approximately~~participant's holding period for the same aggregate price being required to be paid under such options or warrants, upon exercise, and approximately the same value of shares of common stock being delivered upon such exercise, immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split. The number of shares reserved for issuance pursuant to these securities will be adjusted proportionately based upon the reverse stock split ratio determined by our Board of Directors or a committee thereof, subject to our treatment of fractional shares.

~~Accounting Matters~~

The proposed amendment to the Company’s Amended and Restated Certificate of Incorporation will not affect the par value of our common stock per share, which will remain $0.01 par value per share. Reported per share net income or loss will be higher because there will be fewer shares of common stock outstanding.Required Affirmative Vote

~~Material United States Federal Income Tax Consequences of the Reverse Stock Split~~

For a discussion of the tax consequences of the Reverse Stock Split, please see the heading below entitled “Material U.S. Federal Income Tax Consequences of the Reverse Stock Split and Proposals 2, 3, 4, 5 and 6.”

~~Board Discretion to Implement the Reverse Stock Split~~

If the proposed reverse stock split is approved at the Special Meeting or any adjournment or postponement thereof, the Board of Directors, in its sole discretion, may determine to implement the reverse stock split. Notwithstanding the approval of the reverse stock split amendment at the Special Meeting or any adjournment or postponement thereof, the Board of Directors, in its sole discretion, may determine not to implement the reverse stock split.

~~Transfer Agent and Registrar~~

~~The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC, Operations Center, 6201 15th Avenue, Brooklyn, New York 11219, telephone number (800) 937-5449.~~

~~Consequences if Proposal 1 Is Not Approved~~

Approval of the amendment to ~~our Amended and Restated Certificate of Incorporation to effect~~ the ~~proposed reverse split of our common stock by~~2011 Plan requires the requisite vote is necessary for us to consummate the proposed firm-commitment underwritten public offering of our common stock, increase the trading price of our common stock and seek to uplist our common stock to The NASDAQ Capital Market. In order to move forward with our business strategy, key initiatives and plans to grow our business, we must raise additional funds and increase the price-per-share of our common stock. If Proposal 1 is not approved, in all likelihood we would be unable to complete the contemplated public offering and we may be unable to obtain adequate capital to expand our sales and marketing efforts, increase our product offerings and grow our business. Without such additional capital, we may be required to scale back or eliminate some or all of our operations, which may have a material adverse effect on our business.

~~Vote Required for Proposal 1~~

~~The~~ affirmative vote of ~~each of the following holders is required to approve Proposal 1: (i) holders representing~~ a majority of the ~~voting power of our common stock~~Common Stock and ~~preferred stock,~~Preferred Stock voting together as a single class; (ii) holders representing a majority of the outstanding shares of Series B Preferred Stock, voting as a separate class; (iii) holders representing a majority of the outstanding shares of Series C Preferred Stock, voting as a separate class; (iv) holders representing a majority of the outstanding shares of Series D-1 Preferred Stock, voting as a separate class; (v) holders representing a majority of the outstanding shares of Series D-2 Preferred Stock, voting as a separate class; and (vi) holders representing a majority of our outstanding common stock, voting as a separate class.one class on an as-converted basis.

~~TABLE~~OUR BOARD OF ~~CONTENTS~~

~~Recommendation~~DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 2.

~~The Board of Directors recommends a vote “FOR” the proposal to amend our Amended and Restated~~ ~~Certificate of Incorporation to effect a reverse split of the issued and outstanding shares of our common stock~~ ~~at the discretion of the Board of Directors at a ratio of not less than 1-for-750 and not more than 1-for-1,250.~~

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PROPOSAL 23

APPROVAL OF AN ~~AMENDMENT TO OUR THIRD AMENDED AND RESTATED CERTIFICATE OF~~ ~~DESIGNATION OF THE SERIES A-1 CUMULATIVE CONVERTIBLE PREFERRED STOCK TO,~~ ~~AMONG OTHER THINGS, (I) AUTOMATICALLY CONVERT EACH SHARE OF OUR SERIES A-1~~ ~~PREFERRED STOCK INTO SHARES OF COMMON STOCK UPON THE CLOSING OF A FIRM-~~~~COMMITMENT UNDERWRITTEN PUBLIC OFFERING OF SHARES OF OUR COMMON STOCK AT~~ ~~A PRICE PER SHARE OF NOT LESS THAN $4.00 WHICH PROVIDES AT LEAST $8 MILLION IN~~ ~~GROSS PROCEEDS TO THE COMPANY AND (II) REDUCE THE CONVERSION PRICE OF OUR~~ ~~SERIES A-1 PREFERRED STOCK (PROPOSAL 2)~~

Our Board of Directors recommends the approval of Proposal 2, which relates to an amendment to our Third Amended and Restated Certificate of Designation of the Series A-1 Cumulative Convertible Preferred Stock that will automatically convert each share of our Series A-1 Preferred Stock into shares of common stock upon the closing of a firm-commitment underwritten public offering of shares of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company and reduce the conversion price of our Series A-1 Preferred Stock. Such amendment will also delete a provision in our Third Amended and Restated Certificate of Designation of the Series A-1 Cumulative Convertible Preferred Stock that provided that fractional shares resulting from an adjustment of the conversion price of our Series A-1 Preferred Stock shall be rounded up to the nearest whole number of shares. The form of the amendment to our Third Amended and Restated Certificate of Designation of the Series A-1 Cumulative Convertible Preferred Stock relating to this Proposal 2 is attached to this Proxy Statement as Appendix B. The conversion price and number of shares issuable upon conversion of our Series A-1 Preferred Stock discussed in this Proposal 2 does not give effect to the reverse stock split of our common stock described in Proposal 1. If Proposal 1 is approved and we file the amendment to our Amended and Restated Certificate of Incorporation to effect the reverse split of our common stock with the Office of the Secretary of State of the State of Delaware, the conversion price in effect with respect to each series of our preferred stock, including our Series A-1 Preferred Stock, will automatically be proportionately increased and the number of shares of our common stock issuable upon conversion of each series of our preferred stock, including our Series A-1 Preferred Stock, will automatically be decreased in proportion to the decrease in the aggregate number of outstanding shares of our common stock resulting from the Reserve Stock Split.

~~Purpose and Effect of Approving the Amendment to our Third Amended and Restated Certificate of~~ ~~Designation of the Series A-1 Cumulative Convertible Preferred Stock under Proposal 2~~

The primary purpose of amending our Third Amended and Restated Certificate of Designation of the Series A-1 Cumulative Convertible Preferred Stock to reduce the conversion price of our Series A-1 Preferred Stock is to induce the addition of an automatic conversion of our outstanding Series A-1 Preferred Stock into common stock in connection with the closing of a contemplated firm-commitment underwritten public offering of our common stock and eliminate the special voting rights, dividend payments and liquidation preferences provided to the holders of our outstanding Series A-1 Preferred Stock. Our Series A-1 Preferred Stock contains rights and privileges that are not afforded to holders of our common stock such as voting and dividend rights and liquidation preferences. Holders of our Series A-1 Preferred Stock are entitled to receive a dividend of 8.0% per annum and such dividends are paid in cash or through the issuance of additional shares of Series A-1 Preferred Stock. For the years ended December 31, 2014 and 2013, we paid accrued dividends in kind and issued 82,000 and 78,000 shares of Series A-1 Preferred Stock, respectively, in dividends to the holders of our outstanding Series A-1 Preferred Stock. In addition, our Series A-1 Preferred Stock has liquidation preferences. As of November 30, 2015, the total liquidation preference of our outstanding Series A-1 Preferred Stock was approximately $928,657. Assuming Proposal 2 is approved, we file an amendment to our Third Amended and Restated Certificate of Designation of the Series A-1 Cumulative Convertible Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 2 and we complete our contemplated public offering, our Series A-1 Preferred Stock will convert into common stock and we will eliminate any special voting rights, future dividend requirements and liquidation preferences since our Series A-1 Preferred Stock will no longer be outstanding. Through our proposed firm-commitment public offering, we are seeking, among other things, to raise funds to expand our sales and marketing efforts and increase our product offerings. Thus, the Board of Directors believes it is in the best interests of the Company and the stockholders to reduce the conversion price of our Series A-1 Preferred Stock to induce the addition of an automatic conversion of that stock into common stock. We are amending our Third Amended and Restated Certificate of Designation of the Series A-1 Cumulative Convertible Preferred Stock to delete the clause related to rounding up fractional shares resulting from an adjustment of the conversion price of our Series A-1 Preferred Stock because we intend to pay cash

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for any fractional shares of Common Stock issued upon the conversion of the Series A-1 Preferred Stock, which is already provided for elsewhere in our Third Amended and Restated Certificate of Designation of the Series A-1 Cumulative Convertible Preferred Stock.

As of the date of this Proxy Statement, the conversion price of our Series A-1 Preferred Stock is $0.14000 per share. If Proposal 2 is approved, and without giving effect to the proposed reverse stock split, the conversion price of our Series A-1 Preferred Stock will be reduced from $0.14000 per share to $0.01555 per share. While the stated dollar amount of the conversion price under this Proposal 2 does not give effect to the reverse stock split of our common stock as discussed in Proposal 1, such price will automatically adjust to take into account the reverse stock split.

The reduction of the conversion price of our Series A-1 Preferred Stock as a result of Proposal 2, and the reduction of the conversion price of each other series of our outstanding preferred stock as a result of Proposals 3, 4, 5 and 6, will significantly increase the number of shares of our common stock that are issued to holders of our Series A-1 Preferred Stock, and holders of each other series of preferred stock, when their shares of preferred stock are converted into common stock. Since holders of our preferred stock will receive more shares of common stock for each of their shares of preferred stock when they convert, our current holders of common stock will be significantly diluted as a result of the reduction of the conversion prices of our Series A-1 Preferred Stock as a result of Proposal 2, and will be further diluted as a result of the reduction of the conversion prices of our other series of preferred stock as a result of Proposals 3, 4, 5 and 6.

The following table sets forth as of February 15, 2016 (i) the estimated number of shares of common stock outstanding and the estimated number of shares of common stock issuable upon conversion of each series of our outstanding preferred stock, including our Series A-1 Preferred Stock, and percentage ownership of each class or series of our outstanding securities, including our Series A-1 Preferred Stock, on a fully-diluted basis and (ii) the estimated pro forma number of shares of common stock outstanding and number of shares of common stock issuable upon conversion of each series of our outstanding preferred stock, including our Series A-1 Preferred Stock, and percentage ownership of each such class or series of our outstanding securities, including our Series A-1 Preferred Stock, assuming Proposals 2, 3, 4, 5 and 6 are approved and each series of our preferred stock is converted into common stock as of February 15, 2016 at the reduced conversion price. The number of shares set forth in the table below does not give effect to the reverse stock split of our common stock discussed in Proposal 1.

~~Common Stock Estimated to be Outstanding as of February 15, 2016~~

Class of Securities
Estimated
Percentage
Pro Forma
Percentage
Common Stock

234,307,542

18.251
%

234,307,542

5.060
%
Common Stock Issuable Upon Conversion of:

Series A-1 Preferred Stock

6,767,028

0.527
%

60,925,016

1.316
%
Series B Preferred Stock

312,103,093

24.311
%

1,304,091,321

28.160
%
Series C Preferred Stock

244,056,000

19.011
%

706,725,869

15.261
%
Series D-1 Preferred Stock

358,952,400

27.960
%

1,394,892,746

30.121
%
Series D-2 Preferred Stock

127,606,960

9.940
%

930,079,883

20.084
%

The amendment with respect to this Proposal 2 will provide that if the Company does not complete a firm-commitment underwritten public offering of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company by December 31, 2016, then such amendment as it relates to the reduction in the conversion price of our Series A-1 Preferred Stock will no longer be effective.

The form of the amendment to our Third Amended and Restated Certificate of Designation of the Series A-1 Cumulative Convertible Preferred Stock with respect to Proposal 2 is attached to this Proxy Statement as Appendix B.

~~Consequences If Proposal 2 Is Not Approved~~

The conversion of all of our outstanding shares of preferred stock, including our Series A-1 Preferred Stock, into common stock is necessary for us to consummate the proposed firm-commitment underwritten public offering of our common stock. Because we do not have the ability to automatically convert our Series A-1 Preferred Stock into common stock, we have provided an inducement to the holders of the Series A-1 Preferred Stock to add an automatic conversion as set forth in Proposal 2. If Proposal 2 is not approved, we will in all likelihood abandon our proposed

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public offering and we may not be able to obtain adequate capital to expand our sales and marketing efforts, increase our product offerings and grow our business. In the event we are unable to obtain additional capital, we may be required to scale back or eliminate some or all of our operations, which may have a material adverse effect on our business.

~~Material United States Federal Income Tax Consequences of Proposal 2~~

For a discussion of the tax consequences of Proposal 2, please see the section below entitled “Material U.S. Federal Income Tax Consequences of the Reverse Stock Split and Proposals 2, 3, 4, 5 and 6.”

~~Board Discretion~~

If Proposal 2 is approved, and Proposals 3 and 4 are approved, we intend to file a certificate of amendment to our Third Amended and Restated Certificate of Designation of the Series A-1 Cumulative Convertible Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 2 immediately prior to the consummation of the proposed public offering. Such certificate will become effective upon filing. If Proposal 2 is not approved by the requisite vote of our stockholders, we will abandon our proposed public offering and attempt to seek other means to raise capital. Our Board of Directors reserves the right, notwithstanding stockholder approval of any Proposal and without further action by our stockholders, to elect not to proceed with filing the amendment to our Third Amended and Restated Certificate of Designation of the Series A-1 Cumulative Convertible Preferred Stock if, at any time prior to filing the amendment to our Third Amended and Restated Certificate of Designation of the Series A-1 Cumulative Convertible Preferred Stock, our Board of Directors, in its sole discretion, determines that it is no longer in our best interests or the best interests of our stockholders.

~~Vote Required for Proposal 2~~

The affirmative vote of each of the following holders is required to approve Proposal 2: (i) holders representing a majority of the voting power of our preferred stock, voting together as a single class; (ii) holders representing a majority of the outstanding shares of Series A-1 Preferred Stock, voting as a separate class (iii) holders representing a majority of the outstanding shares of Series B Preferred Stock, voting as a separate class; (iv) holders representing a majority of the outstanding shares of Series C Preferred Stock, voting as a separate class; (v) holders representing a majority of the outstanding shares of Series D-1 Preferred Stock, voting as a separate class; and (vi) holders representing a majority of the outstanding shares of Series D-2 Preferred Stock, voting as a separate class.

~~Recommendation~~

~~Our Board of Directors recommends a vote “FOR” Proposal 2.~~

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~~PROPOSAL 3~~

~~APPROVAL OF AN AMENDMENT TO OUR SECOND AMENDED AND RESTATED CERTIFICATE~~ ~~OF DESIGNATION OF THE SERIES B PARTICIPATING CONVERTIBLE PREFERRED STOCK TO~~ ~~(I) AUTOMATICALLY CONVERT EACH SHARE OF OUR SERIES B PREFERRED STOCK INTO~~ ~~SHARES OF COMMON STOCK UPON THE CLOSING OF~~ A ~~FIRM-COMMITMENT~~ ~~UNDERWRITTEN PUBLIC OFFERING OF SHARES OF OUR COMMON STOCK AT A PRICE PER~~ ~~SHARE OF NOT LESS THAN $4.00 WHICH PROVIDES AT LEAST $8 MILLION IN GROSS~~ ~~PROCEEDS TO THE COMPANY AND (II) REDUCE THE CONVERSION PRICE OF OUR SERIES B~~ ~~PREFERRED STOCK (PROPOSAL 3)~~

Our Board of Directors recommends the approval of Proposal 3, which relates to an amendment to our Second Amended and Restated Certificate of Designation of the Series B Participating Convertible Preferred Stock that will automatically convert each share of our Series B Preferred Stock into shares of common stock upon the closing of a firm-commitment underwritten public offering of shares of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company and reduce the conversion price of our Series B Preferred Stock. The form of the amendment to our Second Amended and Restated Certificate of Designation of the Series B Participating Convertible Preferred Stock relating to this Proposal 3 is attached to this Proxy Statement as Appendix C. The conversion price and number of shares issuable upon conversion of our Series B Preferred Stock discussed in this Proposal 3 does not give effect to the reverse stock split of our common stock described in Proposal 1. If Proposal 1 is approved and we file the amendment to our Amended and Restated Certificate of Incorporation to effect the reverse split of our common stock with the Office of the Secretary of State of the State of Delaware, the conversion price in effect with respect to each series of our preferred stock, including our Series B Preferred Stock, will automatically be proportionately increased and the number of shares of our common stock issuable upon conversion of each series of our preferred stock, including our Series B Preferred Stock, will automatically be decreased in proportion to the decrease in the aggregate number of outstanding shares of our common stock resulting from the Reserve Stock Split.

~~Purpose and Effect of Approving the Amendment to our Second Amended and Restated Certificate of~~ ~~Designation of the Series B Participating Convertible Preferred Stock under Proposal 3~~

The primary purpose of amending our Second Amended and Restated Certificate of Designation of the Series B Participating Convertible Preferred Stock to reduce the conversion price of our Series B Preferred Stock is to induce the addition of an automatic conversion of our outstanding Series B Preferred Stock into common stock in connection with the closing of a contemplated firm-commitment underwritten public offering of our common stock and eliminate the special voting rights, dividend payments and liquidation preferences provided to the holders of our outstanding Series B Preferred Stock. Our Series B Preferred Stock contains rights and privileges that are not afforded to holders of our common stock such as voting and dividend rights and liquidation preferences. Holders of our Series B Preferred Stock are entitled to receive a dividend of 10.0% per annum and such dividends are paid in cash or through the issuance of additional shares of Series B Preferred Stock. For the years ended December 31, 2014 and 2013, we paid accrued dividends in kind and issued 1,149,000 and 1,044,000 shares of Series B Preferred Stock, respectively, in dividends to the holders of our outstanding Series B Preferred Stock. In addition, our Series B Preferred Stock has liquidation preferences. As of November 30, 2015, the total liquidation preference of our outstanding Series B Preferred Stock was approximately $19,786,422. Assuming Proposal 3 is approved, we file an amendment to our Second Amended and Restated Certificate of Designation of the Series B Participating Convertible Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 3 and we complete our contemplated public offering, our Series B Preferred Stock will convert into common stock and we will eliminate any special voting rights, future dividend requirements and liquidation preferences since our Series B Preferred Stock will no longer be outstanding. Through our proposed firm-commitment public offering, we are seeking, among other things, to raise funds to expand our sales and marketing efforts and increase our product offerings. Thus, the Board of Directors believes it is in the best interests of the Company and the stockholders to reduce the conversion price of our Series B Preferred Stock to induce the addition of an automatic conversion of that stock into common stock.

As of the date of this Proxy Statement, the conversion price of our Series B Preferred Stock is $0.04330 per share. If Proposal 3 is approved, and without giving effect to the proposed reverse stock split, the conversion price

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of our Series B Preferred Stock will be reduced from $0.04330 per share to $0.01037 per share. While the stated dollar amount of the conversion price under this Proposal 3 does not give effect to the reverse stock split of our common stock as discussed in Proposal 1, such price will automatically adjust to take into account the reverse stock split.

The reduction of the conversion price of our Series B Preferred Stock as a result of Proposal 3, and the reduction of the conversion price of each other series of our outstanding preferred stock as a result of Proposals 2, 4, 5 and 6, will significantly increase the number of shares of our common stock that are issued to holders of our Series B Preferred Stock, and holders of each other series of preferred stock, when their shares of preferred stock are converted into common stock. Since holders of our preferred stock will receive more shares of common stock for each of their shares of preferred stock when they convert, our current holders of common stock will be significantly diluted as a result of the reduction of the conversion prices of our Series B Preferred Stock as a result of Proposal 3, and will be further diluted as a result of the reduction of the conversion prices of our other series of preferred stock as a result of Proposals 2, 4, 5 and 6.

The following table sets forth as of February 15, 2016 (i) the estimated number of shares of common stock outstanding and the estimated number of shares of common stock issuable upon conversion of each series of our outstanding preferred stock, including our Series B Preferred Stock, and percentage ownership of each class or series of our outstanding securities, including our Series B Preferred Stock, on a fully-diluted basis and (ii) the estimated pro forma number of shares of common stock outstanding and number of shares of common stock issuable upon conversion of each series of our outstanding preferred stock, including our Series B Preferred Stock, and percentage ownership of each such class or series of our outstanding securities, including our Series B Preferred Stock, assuming Proposals 2, 3, 4, 5 and 6 are approved and each series of our preferred stock is converted into common stock as of February 15, 2016 at the reduced conversion price. The number of shares set forth in the table below does not give effect to the reverse stock split of our common stock discussed in Proposal 1.

~~Common Stock Estimated to be Outstanding as of February 15, 2016~~

The amendment with respect to this Proposal 3 will provide that if the Company does not complete a firm-commitment underwritten public offering of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company by December 31, 2016, then such amendment as it relates to the reduction in the conversion price of our Series B Preferred Stock will no longer be effective.

The form of the amendment to our Second Amended and Restated Certificate of Designation of the Series B Participating Convertible Preferred Stock with respect to Proposal 3 is attached to this Proxy Statement as Appendix C.

~~Consequences If Proposal 3 Is Not Approved~~

The conversion of all of our outstanding shares of preferred stock, including our Series B Preferred Stock, into common stock is necessary for us to consummate the proposed firm-commitment underwritten public offering of our common stock. Because we do not have the ability to automatically convert our Series B Preferred Stock into common stock, we have provided an inducement to the holders of the Series B Preferred Stock to add an automatic conversion as set forth in Proposal 3. If Proposal 3 is not approved, we will in all likelihood abandon our proposed public offering and we may not be able to obtain adequate capital to expand our sales and marketing efforts, increase our product offerings and grow our business. In the event we are unable to obtain additional capital, we may be required to scale back or eliminate some or all of our operations, which may have a material adverse effect on our business.

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~~Material United States Federal Income Tax Consequences of Proposal 3~~

For a discussion of the tax consequences of Proposal 3, please see the section below entitled “Material U.S. Federal Income Tax Consequences of the Reverse Stock Split and Proposals 2, 3, 4, 5 and 6.”

~~Board Discretion~~

If Proposal 3 is approved, and Proposals 2 and 4 are approved, we intend to file a certificate of amendment to our Second Amended and Restated Certificate of Designation of the Series B Participating Convertible Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 3 immediately prior to the consummation of the proposed public offering. Such certificate will become effective upon filing. If Proposal 3 is not approved by the requisite vote of our stockholders, we will abandon our proposed public offering and attempt to seek other means to raise capital. Our Board of Directors reserves the right, notwithstanding stockholder approval of any Proposal and without further action by our stockholders, to elect not to proceed with filing the amendment to our Second Amended and Restated Certificate of Designation of the Series B Participating Convertible Preferred Stock if, at any time prior to filing the amendment to our Second Amended and Restated Certificate of Designation of the Series B Participating Convertible Preferred Stock, our Board of Directors, in its sole discretion, determines that it is no longer in our best interests or the best interests of our stockholders.

~~Vote Required for Proposal 3~~

The affirmative vote of each of the following holders is required to approve Proposal 3: (i) holders representing a majority of the voting power of our preferred stock, voting together as a single class; (ii) holders representing a majority of the outstanding shares of Series B Preferred Stock, voting as a separate class; (iii) holders representing a majority of the outstanding shares of Series C Preferred Stock, voting as a separate class; (iv) holders representing a majority of the outstanding shares of Series D-1 Preferred Stock, voting as a separate class; and (v) holders representing a majority of the outstanding shares of Series D-2 Preferred Stock, voting as a separate class.

~~Recommendation~~

~~Our Board of Directors recommends a vote “FOR” Proposal 3.~~

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~~PROPOSAL 4~~

~~APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF~~ ~~DESIGNATION OF THE SERIES C PARTICIPATING CONVERTIBLE PREFERRED STOCK TO,~~ ~~AMONG OTHER THINGS, (I) AUTOMATICALLY CONVERT EACH SHARE OF OUR SERIES C~~ ~~PREFERRED STOCK INTO SHARES OF COMMON STOCK UPON THE CLOSING OF A FIRM-~~~~COMMITMENT UNDERWRITTEN PUBLIC OFFERING OF SHARES OF OUR COMMON STOCK AT~~ ~~A PRICE PER SHARE OF NOT LESS THAN $4.00 WHICH PROVIDES AT LEAST $8 MILLION IN~~ ~~GROSS PROCEEDS TO THE COMPANY AND (II) REDUCE THE CONVERSION PRICE OF OUR~~ ~~SERIES C PREFERRED STOCK (PROPOSAL 4)~~

Our Board of Directors recommends the approval of Proposal 4, which relates to an amendment to our Amended and Restated Certificate of Designation of the Series C Participating Convertible Preferred Stock that will automatically convert each share of our Series C Preferred Stock into shares of common stock upon the closing of a firm-commitment underwritten public offering of shares of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company, reduce the conversion price of our Series C Preferred Stock and remove a restriction on reducing the conversion price of our Series C Preferred Stock below the par value of our shares of our common stock. The form of the amendment to our Amended and Restated Certificate of Designation of the Series C Participating Convertible Preferred Stock relating to this Proposal 4 is attached to this Proxy Statement as Appendix D. The conversion price and number of shares issuable upon conversion of our Series C Preferred Stock discussed in this Proposal 4 does not give effect to the reverse stock split of our common stock described in Proposal 1. If Proposal 1 is approved and we file the amendment to our Amended and Restated Certificate of Incorporation to effect the reverse split of our common stock with the Office of the Secretary of State of the State of Delaware, the conversion price in effect with respect to each series of our preferred stock, including our Series C Preferred Stock, will automatically be proportionately increased and the number of shares of our common stock issuable upon conversion of each series of our preferred stock, including our Series C Preferred Stock, will automatically be decreased in proportion to the decrease in the aggregate number of outstanding shares of our common stock resulting from the Reserve Stock Split.

~~Purpose and Effect of Approving the Amendment to our Amended and Restated Certificate of Designation~~ ~~of the Series C Participating Convertible Preferred Stock under Proposal 4~~

The primary purpose of amending our Amended and Restated Certificate of Designation of the Series C Participating Convertible Preferred Stock to reduce the conversion price of our Series C Preferred Stock and remove a restriction on reducing the conversion price of our Series C Preferred Stock below the par value of our shares of our common stock is to induce the addition of an automatic conversion of our outstanding Series C Preferred Stock into common stock in connection with the closing of a contemplated firm-commitment underwritten public offering of our common stock and eliminate the special voting rights, dividend payments and liquidation preferences provided to the holders of our outstanding Series C Preferred Stock. Our Series C Preferred Stock contains rights and privileges that are not afforded to holders of our common stock such as voting and dividend rights and liquidation preferences. Holders of our Series C Preferred Stock are entitled to receive a dividend of 10.0% per annum and such dividends are paid in cash or through the issuance of additional shares of Series C Preferred Stock. For the years ended December 31, 2014 and 2013, we paid accrued dividends in kind and issued 468,000 and 433,000 shares of Series C Preferred Stock, respectively, in dividends to the holders of our outstanding Series C Preferred Stock. In addition, our Series C Preferred Stock has liquidation preferences. As of November 30, 2015, the total liquidation preference of our outstanding Series C Preferred Stock was approximately $8,034,387. Assuming Proposal 4 is approved, we file an amendment to our Amended and Restated Certificate of Designation of the Series C Participating Convertible Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 4 and we complete our contemplated public offering, our Series C Preferred Stock will convert into common stock and we will eliminate any special voting rights, future dividend requirements and liquidation preferences since our Series C Preferred Stock will no longer be outstanding. Through our proposed firm-commitment public offering, we are seeking, among other things, to raise funds to expand our sales and marketing efforts and increase our product offerings. Thus, the Board of Directors believes it is in the best interests of the Company and the stockholders to reduce the conversion price of our Series C Preferred Stock to induce the addition of an automatic conversion of that stock into common stock.

As of the date of this Proxy Statement, the conversion price of our Series C Preferred Stock is $0.02250 per share. If Proposal 4 is approved, and without giving effect to the proposed reverse stock split, the conversion price

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of our Series C Preferred Stock will be reduced from $0.02250 per share to $0.00777 per share. While the stated dollar amount of the conversion price under this Proposal 4 does not give effect to the reverse stock split of our common stock as discussed in Proposal 1, such price will automatically adjust to take into account the reverse stock split.

The reduction of the conversion price of our Series C Preferred Stock as a result of Proposal 4, and the reduction of the conversion price of each other series of our outstanding preferred stock as a result of Proposals 2, 3, 5 and 6, will significantly increase the number of shares of our common stock that are issued to holders of our Series C Preferred Stock, and holders of each other series of preferred stock, when their shares of preferred stock are converted into common stock. Since holders of our preferred stock will receive more shares of common stock for each of their shares of preferred stock when they convert, our current holders of common stock will be significantly diluted as a result of the reduction of the conversion prices of our Series C Preferred Stock as a result of Proposal 4, and will be further diluted as a result of the reduction of the conversion prices of our other series of preferred stock as a result of Proposals 2, 3, 5 and 6.

The following table sets forth as of February 15, 2016 (i) the estimated number of shares of common stock outstanding and the estimated number of shares of common stock issuable upon conversion of each series of our outstanding preferred stock, including our Series C Preferred Stock, and percentage ownership of each class or series of our outstanding securities, including our Series C Preferred Stock, on a fully-diluted basis and (ii) the estimated pro forma number of shares of common stock outstanding and number of shares of common stock issuable upon conversion of each series of our outstanding preferred stock, including our Series C Preferred Stock, and percentage ownership of each such class or series of our outstanding securities, including our Series C Preferred Stock, assuming Proposals 2, 3, 4, 5 and 6 are approved and each series of our preferred stock is converted into common stock as of February 15, 2016 at the reduced conversion price. The number of shares set forth in the table below does not give effect to the reverse stock split of our common stock discussed in Proposal 1.

~~Common Stock Estimated to be Outstanding as of February 15, 2016~~

The amendment with respect to this Proposal 4 will provide that if the Company does not complete a firm-commitment underwritten public offering of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company by December 31, 2016, then such amendment as it relates to the reduction in the conversion price of our Series C Preferred Stock will no longer be effective.

The form of the amendment to our Amended and Restated Certificate of Designation of the Series C Participating Convertible Preferred Stock with respect to Proposal 4 is attached to this Proxy Statement as Appendix D.

~~Consequences If Proposal 4 Is Not Approved~~

The conversion of all of our outstanding shares of preferred stock, including our Series C Preferred Stock, into common stock is necessary for us to consummate the proposed firm-commitment underwritten public offering of our common stock. Because we do not have the ability to automatically convert our Series C Preferred Stock into common stock, we have provided an inducement to the holders of the Series C Preferred Stock to add an automatic conversion as set forth in Proposal 4. If Proposal 4 is not approved, we will in all likelihood abandon our proposed public offering and we may not be able to obtain adequate capital to expand our sales and marketing efforts, increase our product offerings and grow our business. In the event we are unable to obtain additional capital, we may be required to scale back or eliminate some or all of our operations, which may have a material adverse effect on our business.

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~~Material United States Federal Income Tax Consequences of Proposal 4~~

For a discussion of the tax consequences of Proposal 4, please see the section below entitled “Material U.S. Federal Income Tax Consequences of the Reverse Stock Split and Proposals 2, 3, 4, 5 and 6.”

~~Board Discretion~~

If Proposal 4 is approved, and Proposals 2 and 3 are approved, we intend to file a certificate of amendment to our Amended and Restated Certificate of Designation of the Series C Participating Convertible Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 4 immediately prior to the consummation of the proposed public offering. Such certificate will become effective upon filing. If Proposal 4 is not approved by the requisite vote of our stockholders, we will abandon our proposed public offering and attempt to seek other means to raise capital. Our Board of Directors reserves the right, notwithstanding stockholder approval of any Proposal and without further action by our stockholders, to elect not to proceed with filing the amendment to our Amended and Restated Certificate of Designation of the Series C Participating Convertible Preferred Stock if, at any time prior to filing the amendment to our Amended and Restated Certificate of Designation of the Series C Participating Convertible Preferred Stock , our Board of Directors, in its sole discretion, determines that it is no longer in our best interests or the best interests of our stockholders.

~~Vote Required for Proposal 4~~

The affirmative vote of each of the following holders is required to approve Proposal 4: (i) holders representing a majority of the voting power of our preferred stock, voting together as a single class; (ii) holders representing a majority of the outstanding shares of Series B Preferred Stock, voting as a separate class; (iii) holders representing a majority of the outstanding shares of Series C Preferred Stock, voting as a separate class; (iv) holders representing a majority of the outstanding shares of Series D-1 Preferred Stock, voting as a separate class; and (v) holders representing a majority of the outstanding shares of Series D-2 Preferred Stock, voting as a separate class.

~~Recommendation~~

~~Our Board of Directors recommends a vote “FOR” Proposal 4.~~

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~~PROPOSAL 5~~

~~APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF DESIGNATION OF THE SERIES D~~ ~~CONVERTIBLE PREFERRED STOCK TO, AMONG OTHER THINGS, (I) AUTOMATICALLY~~ ~~CONVERT EACH SHARE OF OUR SERIES D-1 PREFERRED STOCK INTO SHARES OF COMMON~~ ~~STOCK UPON THE CLOSING OF A FIRM-COMMITMENT UNDERWRITTEN PUBLIC OFFERING~~ ~~OF SHARES OF OUR COMMON STOCK AT A PRICE PER SHARE OF NOT LESS THAN $4.00~~ ~~WHICH PROVIDES AT LEAST $8 MILLION IN GROSS PROCEEDS TO THE COMPANY AND (II)~~ ~~REDUCE THE CONVERSION PRICE OF OUR SERIES D-1 PREFERRED STOCK (PROPOSAL 5)~~

Our Board of Directors recommends the approval of Proposal 5, which relates to an amendment to our Certificate of Designation of the Series D Convertible Preferred Stock that will automatically convert each share of our Series D-1 Preferred Stock into shares of common stock upon the closing of a firm-commitment underwritten public offering of shares of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company, reduce the conversion price of our Series D-1 Preferred Stock and remove a restriction on reducing the conversion price of our Series D-1 Preferred Stock below the par value of our shares of our common stock . The form of the amendment to our Certificate of Designation of the Series D Convertible Preferred Stock relating to this Proposal 5 is attached to this Proxy Statement as Appendix E. The conversion price and number of shares issuable upon conversion of our Series D-1 Preferred Stock discussed in this Proposal 5 does not give effect to the reverse stock split of our common stock described in Proposal 1. If Proposal 1 is approved and we file the amendment to our Amended and Restated Certificate of Incorporation to effect the reverse split of our common stock with the Office of the Secretary of State of the State of Delaware, the conversion price in effect with respect to each series of our preferred stock, including our Series D-1 Preferred Stock, will automatically be proportionately increased and the number of shares of our common stock issuable upon conversion of each series of our preferred stock, including our Series D-1 Preferred Stock, will automatically be decreased in proportion to the decrease in the aggregate number of outstanding shares of our common stock resulting from the Reserve Stock Split.

~~Purpose and Effect of Approving the Amendment to our Certificate of Designation of the Series D~~ ~~Convertible Preferred Stock under Proposal 5~~

The primary purpose of amending our Certificate of Designation of the Series D Convertible Preferred Stock to reduce the conversion price of our Series D-1 Preferred Stock and remove a restriction on reducing the conversion price of our Series D-1 Preferred Stock below the par value of our shares of our common stock is to induce the addition of an automatic conversion of our outstanding Series D-1 Preferred Stock into common stock in connection with the closing of a contemplated firm-commitment underwritten public offering of our common stock and eliminate the special voting rights, dividend payments and liquidation preferences provided to the holders of our outstanding Series D-1 Preferred Stock. Our Series D-1 Preferred Stock contains rights and privileges that are not afforded to holders of our common stock such as voting and dividend rights and liquidation preferences. Holders of our Series D-1 Preferred Stock are entitled to receive a dividend of 10.0% per annum and such dividends are paid in cash or through the issuance of additional shares of Series D-1 Preferred Stock. For the years ended December 31, 2014 and 2013, we paid accrued dividends in kind and issued 472,000 and 131,000 shares of Series D-1 Preferred Stock, respectively, in dividends to the holders of our outstanding Series D-1 Preferred Stock. In addition, our Series D-1 Preferred Stock has liquidation preferences. As of November 30, 2015, the total liquidation preference of our outstanding Series D-1 Preferred Stock was approximately $7,877,863. Assuming Proposal 5 is approved, we file an amendment to our Certificate of Designation of the Series D Convertible Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 5 and we complete our contemplated public offering, our Series D-1 Preferred Stock will convert into common stock and we will eliminate any special voting rights, future dividend requirements and liquidation preferences since our Series D-1 Preferred Stock will no longer be outstanding. Through our proposed firm-commitment public offering, we are seeking, among other things, to raise funds to expand our sales and marketing efforts and increase our product offerings. Thus, the Board of Directors believes it is in the best interests of the Company and the stockholders to reduce the conversion price of our Series D-1 Preferred Stock to induce the addition of an automatic conversion of that stock into common stock.

As of the date of this Proxy Statement, the conversion price of our Series D-1 Preferred Stock is $0.02250 per share. If Proposal 5 is approved, and without giving effect to the proposed reverse stock split, the conversion price

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of our Series D-1 Preferred Stock will be reduced from $0.02250 per share to $0.00579 per share. While the stated dollar amount of the conversion price under this Proposal 5 does not give effect to the reverse stock split of our common stock as discussed in Proposal 1, such price will automatically adjust to take into account the reverse stock split.

The reduction of the conversion price of our Series D-1 Preferred Stock as a result of Proposal 5, and the reduction of the conversion price of each other series of our outstanding preferred stock as a result of Proposals 2, 3, 4 and 6, will significantly increase the number of shares of our common stock that are issued to holders of our Series D-1 Preferred Stock, and holders of each other series of preferred stock, when their shares of preferred stock are converted into common stock. Since holders of our preferred stock will receive more shares of common stock for each of their shares of preferred stock when they convert, our current holders of common stock will be significantly diluted as a result of the reduction of the conversion prices of our Series D-1 Preferred Stock as a result of Proposal 5, and will be further diluted as a result of the reduction of the conversion prices of our other series of preferred stock as a result of Proposals 2, 3, 4 and 6.

The following table sets forth as of February 15, 2016 (i) the estimated number of shares of common stock outstanding and the estimated number of shares of common stock issuable upon conversion of each series of our outstanding preferred stock, including our Series D-1 Preferred Stock, and percentage ownership of each class or series of our outstanding securities, including our Series D-1 Preferred Stock, on a fully-diluted basis and (ii) the estimated pro forma number of shares of common stock outstanding and number of shares of common stock issuable upon conversion of each series of our outstanding preferred stock, including our Series D-1 Preferred Stock, and percentage ownership of each such class or series of our outstanding securities, including our Series D-1 Preferred Stock, assuming Proposals 2, 3, 4, 5 and 6 are approved and each series of our preferred stock is converted into common stock as of February 15, 2016 at the reduced conversion price. The number of shares set forth in the table below does not give effect to the reverse stock split of our common stock discussed in Proposal 1.

~~Common Stock Estimated to be Outstanding as of February 15, 2016~~

Class of Securities
Estimated
Percentage
Pro Forma⁽¹⁾
Percentage
Common Stock

234,307,542

18.251
%

234,307,542

5.060
%
Common Stock Issuable Upon Conversion of:

Series A-1 Preferred Stock

6,767,028

0.527
%

60,925,016

1.316
%
Series B Preferred Stock

312,103,093

24.311
%

1,304,091,321

28.160
%
Series C Preferred Stock

244,056,000

19.011
%

706,725,869

15.261
%
Series D-1 Preferred Stock

358,952,400

27.960
%

1,394,892,746

30.121
%
Series D-2 Preferred Stock

127,606,960

9.940
%

930,079,883

20.084
%

⁽¹⁾

~~Assumes Proposals 5 and 6 are approved.~~

~~Anticipated Series B Preferred Stock Conversion and the Effects of Such Conversion~~

We have been advised by Phoenix and Mr. Sassower, in their capacity as holders representing more than a majority of our Series B Preferred Stock, that if Proposals 2, 3 and 4 are approved but Proposal 5 and/or Proposal 6 are not approved, and the Company nonetheless intends to consummate a firm-commitment public offering of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company by December 31, 2016, such holders intend to execute and deliver to the Company immediately prior to such offering a written consent that would convert all shares of our Series B Preferred Stock into common stock and, as a result, automatically convert each of our shares of Series D-1 Preferred Stock and Series D-2 Preferred Stock into common stock (the “Series B Conversion Consent”) at the conversion prices currently in effect. Accordingly, if (i) Proposals 2, 3 and 4 are approved and Proposals 5 and 6 are not approved, (ii) Phoenix and Mr. Sassower deliver the Series B Conversion Consent, (iii) the amendments to our Certificates of Designation with respect to Proposals 2, 3 and 4 are filed with the office of the Secretary of State of the State of Delaware, and (iv) we consummate such proposed public offering, then all of our shares of Series D-1 Preferred Stock and Series D-2 Preferred Stock will not be converted at the reduced conversion prices of $0.00579 per share and $0.00686 per share, respectively, as set forth in Proposals 5 and 6, but instead will automatically be converted at the higher conversion prices of $0.02250 per share and $0.05000 per share, respectively. However, if (i) Proposals 2, 3, 4, 5 and 6 are approved, (ii) the amendments to our Certificates of Designation with respect to Proposals 2, 3, 4, 5 and 6 are filed with the Office of

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the Secretary of State of the State of Delaware and (iii) the Company consummates a firm-commitment public offering of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company by December 31, 2016, all of our shares of Series D-1 Preferred Stock and Series D-2 Preferred Stock will automatically convert into common stock at the reduced conversion prices of $0.00579 per share and $0.00686 per share, respectively, as set forth in Proposals 5 and 6.

The following table sets forth as of February 15, 2016 (i) the estimated number of shares of common stock outstanding and the estimated number of shares of common stock issuable upon conversion of each series of our outstanding preferred stock and percentage ownership on a fully-diluted basis and (ii) the estimated pro forma number of shares of common stock outstanding and number of shares of common stock issuable upon conversion of each series of our outstanding preferred stock and percentage ownership of each such class or series of our outstanding securities assuming Proposals 2, 3 and 4 are approved but Proposals 5 and 6 are not approved and our Series D-1 Preferred Stock and Series D-2 Preferred Stock are converted into common stock as of February 15, 2016 at the conversion prices currently in effect as provided in our Certificate of Designation of the Series D Convertible Preferred Stock. The number of shares set forth in the table below does not give effect to the reverse stock split of our common stock discussed in Proposal 1.

~~Common Stock Estimated to be Outstanding as of February 15, 2016~~

Class of Securities
Estimated
Percentage
Pro Forma^{(1) (2)}
Percentage
Common Stock

234,307,542

18.251
%

234,307,542

8.390
%
Common Stock Issuable Upon Conversion of:

Series A-1 Preferred Stock

6,767,028

0.527
%

60,925,016

2.182
%
Series B Preferred Stock

312,103,093

24.311
%

1,304,091,321

46.698
%
Series C Preferred Stock

244,056,000

19.011
%

706,725,869

25.307
%
Series D-1 Preferred Stock

358,952,400

27.960
%

358,952,400

12.854
%
Series D-2 Preferred Stock

127,606,960

9.940
%

127,606,960

4.569
%

⁽¹⁾

~~Assumes Proposals 5 and 6 are not approved.~~

⁽²⁾

If Proposals 2, 3, 4 and 6 are approved but Proposal 5 is not approved, the estimated pro forma number of shares of common stock outstanding and number of shares of common stock issuable upon conversion of each series of our outstanding preferred stock would be as follows: Common Stock: 234,307,542; Series A-1 Preferred Stock: 60,925,016; Series B Preferred Stock: 1,304,091,321; Series C Preferred Stock: 706,725,869; Series D-1 Preferred Stock: 358,952,400; and Series D-2 Preferred Stock: 930,079,883. In such a case, the percentage ownership of each such class or series of our outstanding securities would be as follows: Common Stock: 6.517%; Series A-1 Preferred Stock: 1.695%; Series B Preferred Stock: 36.274%; Series C Preferred Stock: 19.658%; Series D-1 Preferred Stock: 9.985%; and Series D-2 Preferred Stock: 25.871%.

The amendment with respect to this Proposal 5 will provide that if the Company does not complete a firm-commitment underwritten public offering of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company by December 31, 2016, then such amendment as it relates to the reduction in the conversion price of our Series D-1 Preferred Stock will no longer be effective.

~~The form of the amendment to our Certificate of Designation of the Series D Convertible Preferred Stock with respect to Proposal 5 is attached to this Proxy Statement as Appendix E.~~

~~Consequences If Proposal 5 Is Not Approved~~

The conversion of all of our outstanding shares of preferred stock, including our Series D-1 Preferred Stock, into common stock is necessary for us to consummate the proposed firm-commitment underwritten public offering of our common stock.

As described above, Phoenix and Mr. Sassower, who together represent more than a majority of our Series B Preferred Stock, intend to deliver the Series B Conversion Consent and trigger a mandatory conversion of all shares of our Series B Preferred Stock if Proposals 2, 3 and 4 are adopted but Proposal 5 is not adopted and the Company nonetheless intends to consummate a firm-commitment public offering of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company by December 31, 2016. Under the terms of our Certificate of Designation of the Series D Convertible Preferred Stock, if all of our shares of Series B Preferred Stock convert into common stock through delivery of such a consent, then our Series D-1 Preferred Stock will automatically convert into common stock at the conversion price currently in effect even if Proposal 5 is

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not approved. If Proposal 5 is not approved, the Series B Conversion Consent is delivered, we file the amendments to our Certificates of Designation with respect to Proposals 2, 3 and 4 and our Series B Preferred Stock converts into common stock immediately prior to our proposed public offering, then our Series D-1 Preferred Stock will automatically convert at a conversion price of $0.02250 per share, as opposed to the $0.00579 per share conversion price proposed by the Company in this Proposal 5 (and such holders will thus receive fewer shares of common stock in connection with such conversion).

~~Material United States Federal Income Tax Consequences of Proposal 5~~

For a discussion of the tax consequences of Proposal 5, please see the section below entitled “Material U.S. Federal Income Tax Consequences of the Reverse Stock Split and Proposals 2, 3, 4, 5 and 6.”

~~Board Discretion~~

If Proposal 5 is approved, and Proposals 2, 3 and 4 are approved, we intend to file a certificate of amendment to our Certificate of Designation of the Series D Convertible Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 5 immediately prior to the consummation of the proposed public offering. Such certificate will become effective upon filing. Our Board of Directors reserves the right, notwithstanding stockholder approval of any Proposal and without further action by our stockholders, to elect not to proceed with filing the amendment to our Certificate of Designation of the Series D Convertible Preferred Stock if, at any time prior to filing the amendment to our Certificate of Designation of the Series D Convertible Preferred Stock, our Board of Directors, in its sole discretion, determines that it is no longer in our best interests or the best interests of our stockholders.

~~Vote Required for Proposal 5~~

The affirmative vote of each of the following holders is required to approve Proposal 5: (i) holders representing a majority of the voting power of our preferred stock, voting together as a single class; (ii) holders representing a majority of the outstanding shares of Series B Preferred Stock, voting as a separate class; (iii) holders representing a majority of the outstanding shares of Series C Preferred Stock, voting as a separate class; (iv) holders representing a majority of the outstanding shares of Series D-1 Preferred Stock, voting as a separate class; and (v) holders representing a majority of the outstanding shares of Series D-2 Preferred Stock, voting as a separate class.

~~Recommendation~~

~~Our Board of Directors recommends a vote “FOR” Proposal 5.~~

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~~PROPOSAL 6~~

~~APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF DESIGNATION OF THE SERIES D~~ ~~CONVERTIBLE PREFERRED STOCK TO, AMONG OTHER THINGS, (I) AUTOMATICALLY~~ ~~CONVERT EACH SHARE OF OUR SERIES D-2 PREFERRED STOCK INTO SHARES OF COMMON~~ ~~STOCK UPON THE CLOSING OF A FIRM-COMMITMENT UNDERWRITTEN PUBLIC OFFERING~~ ~~OF SHARES OF OUR COMMON STOCK AT A PRICE PER SHARE OF NOT LESS THAN $4.00~~ ~~WHICH PROVIDES AT LEAST $8 MILLION IN GROSS PROCEEDS TO THE COMPANY AND (II)~~ ~~REDUCE THE CONVERSION PRICE OF OUR SERIES D-2 PREFERRED STOCK (PROPOSAL 6)~~

Our Board of Directors recommends the approval of Proposal 6, which relates to an amendment to our Certificate of Designation of the Series D Convertible Preferred Stock that will automatically convert each share of our Series D-2 Preferred Stock into shares of common stock upon the closing of a firm-commitment underwritten public offering of shares of our common stock at a price per share of not less than $4.00 in a which provides at least $8 million in gross proceeds to the Company, reduce the conversion price of our Series D-2 Preferred Stock and remove a restriction on reducing the conversion price of our Series D-2 Preferred Stock below the par value of our shares of our common stock. The form of the amendment to our Certificate of Designation of the Series D Convertible Preferred Stock relating to this Proposal 6 is attached to this Proxy Statement as Appendix F. The conversion price and number of shares issuable upon conversion of our Series D-2 Preferred Stock discussed in this Proposal 6 does not give effect to the reverse stock split of our common stock described in Proposal 1. If Proposal 1 is approved and we file the amendment to our Amended and Restated Certificate of Incorporation to effect the reverse split of our common stock with the Office of the Secretary of State of the State of Delaware, the conversion price in effect with respect to each series of our preferred stock, including our Series D-2 Preferred Stock, will automatically be proportionately increased and the number of shares of our common stock issuable upon conversion of each series of our preferred stock, including our Series D-2 Preferred Stock, will automatically be decreased in proportion to the decrease in the aggregate number of outstanding shares of our common stock resulting from the Reserve Stock Split.

~~Purpose and Effect of Approving the Amendment to our Certificate of Designation of the Series D~~ ~~Convertible Preferred Stock under Proposal 6~~

The primary purpose of amending our Certificate of Designation of the Series D Convertible Preferred Stock to reduce the conversion price of our Series D-2 Preferred Stock and remove a restriction on reducing the conversion price of our Series D-2 Preferred Stock below the par value of our shares of our common stock is to induce the addition of an automatic conversion of our outstanding Series D-2 Preferred Stock into common stock in connection with the closing of a contemplated firm-commitment underwritten public offering of our common stock and eliminate the special voting rights, dividend payments and liquidation preferences provided to the holders of our outstanding Series D-2 Preferred Stock. Our Series D-2 Preferred Stock contains rights and privileges that are not afforded to holders of our common stock such as voting and dividend rights and liquidation preferences. Holders of our Series D-2 Preferred Stock are entitled to receive a dividend of 10.0% per annum and such dividends are paid in cash or through the issuance of additional shares of Series D-1 Preferred Stock. For the years ended December 31, 2014 and 2013, we paid accrued dividends in kind and issued 541,000 and 402,000 shares of Series D-2 Preferred Stock, respectively, in dividends to the holders of our outstanding Series D-2 Preferred Stock. In addition, our Series D-2 Preferred Stock has liquidation preferences. As of November 30, 2015, the total liquidation preference of our outstanding Series D-2 Preferred Stock was approximately $6,223,488. Assuming Proposal 6 is approved, we file an amendment to our Certificate of Designation of the Series D Convertible Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 6 and we complete our contemplated public offering, our Series D-2 Preferred Stock will convert into common stock and we will eliminate any special voting rights, future dividend requirements and liquidation preferences since our Series D-2 Preferred Stock will no longer be outstanding. Through our proposed firm-commitment public offering, we are seeking, among other things, to raise funds to expand our sales and marketing efforts and increase our product offerings. Thus, the Board of Directors believes it is in the best interests of the Company and the stockholders to reduce the conversion price of our Series D-2 Preferred Stock to induce the addition of an automatic conversion of that stock into common stock.

As of the date of this Proxy Statement, the conversion price of our Series D-2 Preferred Stock is $0.05000 per share. If Proposal 6 is approved, and without giving effect to the proposed reverse stock split, the conversion price

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of our Series D-2 Preferred Stock will be reduced from $0.05000 per share to $0.00686 per share. While the stated dollar amount of the conversion price under this Proposal 6 does not give effect to the reverse stock split of our common stock as discussed in Proposal 1, such price will automatically adjust to take into account the reverse stock split.

The reduction of the conversion price of our Series D-2 Preferred Stock as a result of Proposal 6, and the reduction of the conversion price of each other series of our outstanding preferred stock as a result of Proposals 2, 3, 4 and 5, will significantly increase the number of shares of our common stock that are issued to holders of our Series D-2 Preferred Stock, and holders of each other series of preferred stock, when their shares of preferred stock are converted into common stock. Since holders of our preferred stock will receive more shares of common stock for each of their shares of preferred stock when they convert, our current holders of common stock will be significantly diluted as a result of the reduction of the conversion prices of our Series D-2 Preferred Stock as a result of Proposal 6, and will be further diluted as a result of the reduction of the conversion prices of our other series of preferred stock as a result of Proposals 2, 3, 4 and 5.

The following table sets forth as of February 15, 2016 (i) the estimated number of shares of common stock outstanding and the estimated number of shares of common stock issuable upon conversion of each series of our outstanding preferred stock, including our Series D-2 Preferred Stock, and percentage ownership of each class or series of our outstanding securities, including our Series D-2 Preferred Stock, on a fully-diluted basis and (ii) the estimated pro forma number of shares of common stock outstanding and number of shares of common stock issuable upon conversion of each series of our outstanding preferred stock, including our Series D-2 Preferred Stock, and percentage ownership of each such class or series of our outstanding securities, including our Series D-2 Preferred Stock, assuming Proposals 2, 3, 4, 5 and 6 are approved and each series of our preferred stock is converted into common stock as of February 15, 2016 at the reduced conversion price. The number of shares set forth in the table below does not give effect to the reverse stock split of our common stock discussed in Proposal 1.

~~Common Stock Estimated to be Outstanding as of February 15, 2016~~

⁽¹⁾

~~Assumes Proposals 5 and 6 are approved.~~

~~Anticipated Series B Preferred Stock Conversion and the Effects of Such Conversion~~

We have been advised by Phoenix and Mr. Sassower, in their capacity as holders representing more than a majority of our Series B Preferred Stock, that if Proposals 2, 3 and 4 are approved but Proposal 5 and/or Proposal 6 are not approved, and the Company nonetheless intends to consummate a firm-commitment public offering of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company by December 31, 2016, then such holders intend to execute and deliver to the Company immediately prior to such offering a written consent that would convert all shares of our Series B Preferred Stock into common stock and, as a result, automatically convert each of our shares of Series D-1 Preferred Stock and Series D-2 Preferred Stock into common stock (the “Series B Conversion Consent”) at the conversion prices currently in effect. Accordingly, if (i) Proposals 2, 3 and 4 are approved and Proposals 5 and 6 are not approved, (ii) Phoenix and Mr. Sassower deliver the Series B Conversion Consent, (iii) the amendments to our Certificates of Designation with respect to Proposals 2, 3 and 4 are filed with the office of the Secretary of State of the State of Delaware, and (iv) we consummate such proposed public offering, then all of our shares of Series D-1 Preferred Stock and Series D-2 Preferred Stock will not be converted at the reduced conversion prices of $0.00579 per share and $0.00686 per share, respectively, as set forth in Proposals 5 and 6, but instead will automatically be converted at the higher conversion prices of $0.02250 per share and $0.05000 per share, respectively. However, if (i) Proposals 2, 3, 4, 5 and 6 are approved, (ii) the amendments to our Certificates of Designation with respect to Proposals 2, 3, 4, 5 and 6 are filed

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with the Office of the Secretary of State of the State of Delaware and (iii) the Company consummates a firm-commitment public offering of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company by December 31, 2016, all of our shares of Series D-1 Preferred Stock and Series D-2 Preferred Stock will automatically convert into common stock at the reduced conversion prices of $0.00579 per share and $0.00686 per share, respectively, as set forth in Proposals 5 and 6.

The following table sets forth as of February 15, 2016 (i) the estimated number of shares of common stock outstanding and the estimated number of shares of common stock issuable upon conversion of each series of our outstanding preferred stock and percentage ownership on a fully-diluted basis and (ii) the estimated pro forma number of shares of common stock outstanding and number of shares of common stock issuable upon conversion of each series of our outstanding preferred stock and percentage ownership of each such class or series of our outstanding securities assuming Proposals 2, 3 and 4 are approved but Proposals 5 and 6 are not approved and our Series D-1 Preferred Stock and Series D-2 Preferred Stock are converted into common stock as of February 15, 2016 at the conversion prices currently in effect as provided in our Certificate of Designation of the Series D Convertible Preferred Stock. The number of shares set forth in the table below does not give effect to the reverse stock split of our common stock discussed in Proposal 1.

~~Common Stock Estimated to be Outstanding as of February 15, 2016~~

⁽¹⁾

~~Assumes Proposals 5 and 6 are not approved.~~

⁽²⁾

If Proposals 2, 3, 4 and 5 are approved but Proposal 6 is not approved, the estimated pro forma number of shares of common stock outstanding and number of shares of common stock issuable upon conversion of each series of our outstanding preferred stock would be as follows: Common Stock: 234,307,542; Series A-1 Preferred Stock: 60,925,016; Series B Preferred Stock: 1,304,091,321; Series C Preferred Stock: 706,725,869; Series D-1 Preferred Stock: 1,394,892,746; and Series D-2 Preferred Stock: 127,606,960. In such a case, the percentage ownership of each such class or series of our outstanding securities would be as follows: Common Stock: 6.120%; Series A-1 Preferred Stock: 1.591%; Series B Preferred Stock: 34,.062%; Series C Preferred Stock: 18.459%; Series D-1 Preferred Stock: 36.434%; and Series D-2 Preferred Stock: 3.333%.

The amendment with respect to this Proposal 6 will provide that if the Company does not complete a firm-commitment underwritten public offering of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company by December 31, 2016, then such amendment as it relates to the reduction in the conversion price of our Series D-2 Preferred Stock will no longer be effective.

~~The form of the amendment to our Certificate of Designation of the Series D Convertible Preferred Stock with respect to Proposal 6 is attached to this Proxy Statement as Appendix F.~~

~~Consequences If Proposal 6 Is Not Approved~~

The conversion of all of our outstanding shares of preferred stock, including our Series D-2 Preferred Stock, into common stock is necessary for us to consummate the proposed firm-commitment underwritten public offering of our common stock.

As described above, Phoenix and Mr. Sassower, who together represent more than a majority of our Series B Preferred Stock, intend to deliver the Series B Conversion Consent and trigger a mandatory conversion of all shares of our Series B Preferred Stock if Proposals 2, 3 and 4 are adopted but Proposal 6 is not adopted and the Company nonetheless intends to consummate a firm-commitment public offering of our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company by December 31, 2016. Under the terms of our Certificate of Designation of the Series D Convertible Preferred Stock, if all of our shares of Series B Preferred Stock convert into common stock through delivery of such a consent, then our Series D-2 Preferred Stock will automatically convert into common stock at the conversion price currently in effect even if Proposal 6 is

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not approved. If Proposal 6 is not approved, the Series B Conversion Consent is delivered, we file the amendments to our Certificates of Designation with respect to Proposals 2, 3 and 4 and our Series B Preferred Stock converts into common stock immediately prior to our proposed public offering, then our Series D-2 Preferred Stock will automatically convert at a conversion price of $0.05000 per share, as opposed to the $0.00686 per share conversion price proposed by the Company in this Proposal 6 (and such holders will thus receive fewer shares of common stock in connection with such conversion).

~~Material United States Federal Income Tax Consequences of Proposal 6~~

For a discussion of the tax consequences of Proposal 6, please see the section below entitled “Material U.S. Federal Income Tax Consequences of the Reverse Stock Split and Proposals 2, 3, 4, 5 and 6.”

~~Board Discretion~~

If Proposal 6 is approved, and Proposals 2, 3 and 4 are approved, we intend to file a certificate of amendment to our Certificate of Designation of the Series D Convertible Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 6 immediately prior to the consummation of the proposed public offering. Such certificate will become effective upon filing. Our Board of Directors reserves the right, notwithstanding stockholder approval of any Proposal and without further action by our stockholders, to elect not to proceed with filing the amendment to our Certificate of Designation of the Series D Convertible Preferred Stock if, at any time prior to filing the amendment to our Certificate of Designation of the Series D Convertible Preferred Stock, our Board of Directors, in its sole discretion, determines that it is no longer in our best interests or the best interests of our stockholders.

~~Vote Required for Proposal 6~~

The affirmative vote of each of the following holders is required to approve Proposal 6: (i) holders representing a majority of the voting power of our preferred stock, voting together as a single class; (ii) holders representing a majority of the outstanding shares of Series B Preferred Stock, voting as a separate class; (iii) holders representing a majority of the outstanding shares of Series C Preferred Stock, voting as a separate class; (iv) holders representing a majority of the outstanding shares of Series D-1 Preferred Stock, voting as a separate class; and (v) holders representing a majority of the outstanding shares of Series D-2 Preferred Stock, voting as a separate class.

~~Recommendation~~

~~Our Board of Directors recommends a vote “FOR” Proposal 6.~~

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~~PROPOSAL 7~~

~~APPROVAL OF A SECOND~~ AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ~~WHICH WILL INTEGRATE THE THEN-IN-EFFECT PROVISIONS OF~~TO OUR AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, ~~AND WILL FURTHER AMEND~~ ~~THOSE PROVISIONS BY, AMONG OTHER THINGS,~~ DECREASING OUR AUTHORIZED
COMMON STOCK AND PREFERRED STOCK ~~(PROPOSAL 7)~~

The Board of Directors determined that it is advisable to decrease the number of authorized shares of common stock from 2,000,000,000 to 20,000,000 and the number of authorized shares of preferred stock from 45,000,000 to ~~5,000,000 assuming we complete our Reverse Stock Split and contemplated public offering.~~5,000,000. Accordingly, Proposal 73 recommends the approval of a Second Amended and Restated Certificate of Incorporation, which will effectuate this decrease in the number of shares we are authorized to issue and integrate into such Second Amended and Restated Certificate of Incorporation all the then-in-effect provisions of our existing amended and restated certificate of incorporation, as amended. The Second Amended and Restated Certificate of Incorporation will also add the zip code of the address of our registered agent, which currently is not included in our Amended and Restated Certificate of Incorporation. This Second Amended and Restated Certificate of Incorporation will exclude all references to the five series of preferred stock currently included, and will not be filed until such time as all of the outstanding shares of our preferred stock have been converted into common stock, such that no shares of preferred stock remain outstanding.included. In light of the significant reduction in the number of outstanding shares of common stock that would result from the reverse stock split, the Board of Directors determined that having 20,000,000 shares of common stock authorized for issuance would, giving effect to the reverse stock split, provide the Company with a capital structure that may increase the likelihood of attracting investors and strategic partners to the Company. Further, since the number of outstanding shares of our common stock ~~will be~~were significantly reduced (by a factor of 1-for-1,250) in ~~the range of 1-for-750 to 1-for-1,250),~~January 2016, significantly less authorized shares of common stock will likely be needed, even if we were to desire to use shares in connection with any strategic ventures or make acquisitions or raise equity capital. Finally, reducing the authorized shares of common stock will not impede our operations or goals, and, based on current rates, may result in annual savings of franchise taxes. Holders of our common stock do not have any cumulative voting rights or any pre-emptive rights. Similarly, in light of the anticipated conversion of all outstanding shares of preferred stock in connection with the contemplated public offering, the Board of Directors determined that having 5,000,000 shares of preferred stock authorized for issuance would be sufficient for the Company. The form of the Second Amended and Restated Certificate of Incorporation is attached to this Proxy Statement as Appendix G.A.

If Proposal 73 is adopted and effected, our Second Amended and Restated Certificate of Incorporation will permit us to issue, without any further vote or action by the shareholders, up to 5,000,000 shares of preferred stock in one or more series and, with respect to each such series, to fix the number of shares constituting the series and the designation, powers, preferences and rights, and any qualifications, limitations or restrictions thereof, of the shares of such series. The ability to issue such preferred stock could discourage potential acquisition proposals, delay or prevent a change in control or impact the price of our common stock. For example, we could issue shares of preferred stock that may, depending on the terms of such series, make it more difficult or discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or other means. Such shares could also be privately placed with purchasers favorable to the Board of Directors in opposing such actions. In addition, the Board of Directors could authorize holders of a series of preferred stock to vote either separately as a class or with the holders of our common stock, on any merger, sale or exchange of assets by us or any other extraordinary corporate transaction. The issuance of new shares also could be used to dilute the stock ownership of a person or entity seeking to obtain control of us should the Board of Directors consider the action of such entity or person not to be in the best interest of our shareholders and could be used to entrench current management or deter an attempt to replace the Board of Directors.

We have no current intent or plans to employ our preferred stock as an anti-takeover device and do not have any current plans or proposals to adopt any other provisions or enter into other arrangements that may have material anti-takeover consequences.

Board Discretion

If Proposal 73 is approved, we intend to file ~~a Second~~an Amended and Restated Certificate of Incorporation of the Company promptly, ~~following the conversion of all of our outstanding preferred stock,~~ and such certificate will become effective upon filing. We will not file the ~~Second Amended and Restated Certificate of Incorporation, and therefor Proposal 7 will not take effect, unless all outstanding shares of all five series of our outstanding preferred~~

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~~stock have first converted into common stock and there is no longer any preferred stock outstanding and we have effected our reverse stock split. In addition, we will not file the Second~~ Amended and Restated Certificate of Incorporation if Proposal 73 is not approved by the requisite vote of our stockholders. Our Board of Directors reserves the right, notwithstanding stockholder approval of Proposal 73 and without further action by our stockholders, to elect not to proceed with filing the ~~Second~~ Amended and Restated Certificate of Incorporation if, at any time prior to filing the ~~Second~~ Amended and Restated Certificate of Incorporation, our Board of Directors, in its sole discretion, determines that it is no longer in our best interests or the best interests of the stockholders.

Consequences if Proposal 73 is Not Approved

~~The consummation of the contemplated public offering is not contingent upon the approval of Proposal 7.~~

If Proposal 73 is not approved, we will continue to have 2,000,000,000 shares of authorized common stock, and 45,000,000 shares of authorized preferred stock.

Vote Required for Proposal 73

The affirmative vote of ~~each of~~ the ~~following holders is required to approve Proposal 7: (i)~~ holders representing a majority of the voting power of our common stock and preferred stock, voting together as a single class; (ii) holders representing a majority of the voting power of our common stock, voting as a separate class; (iii) holders representing a majority of the voting power of our preferred stock, voting together as a single class; (iv) holders representing a majority of the outstanding shares of Series B Preferred Stock, voting as a separate class; (v) holders representing a majority of the shares of outstanding Series C Preferred Stock, voting as a separate class; (vi) holders representing a majority of the outstanding shares of Series D-1 Preferred Stock, voting as a separate class; and (vi) holders representing a majority of the outstanding shares of Series D-2 Preferred Stock, voting as a separate class.stock.

~~Recommendation~~

Recommendation

Our Board of Directors recommends a vote “FOR” Proposal 7.3.

~~TABLE OF CONTENTS~~

PROPOSAL 84

~~ADJOURNMENT~~RATIFICATION OF THE ~~SPECIAL MEETING (PROPOSAL 8)~~APPOINTMENT OF ARMANINO, LLP AS THE COMPANY’S

InINDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016

The Audit Committee appoints the ~~event~~independent registered public accounting firm annually. Before appointing Armanino, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016, the Audit Committee carefully considered that ~~there~~firm’s qualifications.

During the Relevant Period, neither the Company nor (to the Company’s knowledge) anyone acting on behalf of the Company consulted with Armanino, LLP regarding either (i) the application of accounting principles to a specified transaction (either completed or proposed), (ii) the type of audit opinion that might be rendered on the Company’s financial statements, (iii) any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that was the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K, or (iv) any Reportable Event.

The selection of independent auditors is being submitted to a vote of the stockholders. If the appointment of the independent auditor is not ratified by stockholder vote, the Audit Committee may appoint another independent auditor or may decide to maintain its appointment of Armanino, LLP.

The Audit Committee operates under a written charter adopted by the Board of Directors. The Committee has approved all services provided by Armanino, LLP and has reviewed and discussed with Armanino, LLP the fees paid to such firm, as described below.

A representative of Armanino, LLP will be present at the Annual Meeting to respond to appropriate questions from stockholders and will have the opportunity to make a statement if he or she so desires.

Audit and other Fees. Armanino, LLP served as the Company’s auditors for the year ended December 31, 2015. The estimated fees for audit and other services performed by Armanino, LLP for the Company were as follows:

		Armanino LLP			Armanino LLP
Nature of Service		2015			2014
Audit Fees (1)	$	78,867(41	%)	$	14,433 (100	%)
Audit-Related Fees (2)	$	58,320(31	%)	$	-
Tax Fees (3)	$	14,434(8	%)	$	-
All Other Fees (4)	$	38,687 (20	%)	$	-
Total	$	190,308 (100	%)	$	14,443 (100	%)

(1)	Audit fees related to the audit of the Company’s annual consolidated financial statements for the years ended December 31, 2015 and 2014, and for the reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q for such years.

(2)	Audit-related fees pertaining to 2015 and 2014 primarily included fees for revenue recognition and analysis relating to stock option grants under the Company’s 2011 Stock Compensation Plan.

(3)	Tax fees in both 2015 and 2014 included services related to the Company’s estimated tax payments and preparation of the Company’s tax returns.

Pre-Approval Policies.

It is the policy of the Company not to enter into any agreement with its auditors to provide any non-audit services unless (a) the agreement is approved in advance by the Audit Committee or (b) (i) the aggregate amount of all such non-audit services constitutes no more than 5% of the total amount the Company pays to the auditors during the fiscal year in which such services are ~~insufficient votes, in person or represented~~rendered, (ii) such services were not recognized by ~~proxy,~~the Company as constituting non-audit services at the time of the ~~Special Meeting~~engagement of the non-audit services and (iii) such services are promptly brought to the attention of the Audit Committee and prior to the completion of the audit are approved by the Audit Committee or by one or more members of the Audit Committee who are members of the board of directors to whom authority to grant such approvals has been delegated by the Audit Committee. The Audit Committee will not approve any agreement in advance for non-audit services unless (x) the ~~Amendment Proposals,~~procedures and policies are detailed in advance as to such services, (y) the Audit Committee is informed of such services prior to commencement and (z) such policies and procedures do not constitute delegation of the Audit Committee’s responsibilities to management under the Securities Exchange Act of 1934, as amended.

The Audit Committee has considered whether the provision of non-audit services has impaired the independence of Armanino, LLP and has concluded that Armanino, LLP is independent under applicable SEC and NASDAQ rules and regulations through September 30, 2016.

Required Vote

Proposal 4 will be approved if there are more votes “FOR” the proposal than votes “AGAINST” the proposal.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ARMANINO, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015.

AUDIT COMMITTEE REPORT

General.Under the Company’s Audit Committee Charter, a copy of which can be found on our website, the general purpose of the Audit Committee is to assist the Board of Directors ~~may move to adjourn~~in the ~~Special Meeting from time to time, if necessary or advisable (as determined in good faith~~exercise of its fiduciary responsibility of providing oversight of the Company’s financial statements and the financial reporting processes, internal accounting and financial controls, the annual independent audit of the Company’s financial statements, and other aspects of the financial management of the Company. The Audit Committee is appointed by the Board of ~~Directors)~~Directors and is to be comprised of at least three directors, each of whom is independent, as such term is defined under the listing standards of the Nasdaq Stock Market. All committee members must be financially literate at the time of their appointment, or within a reasonable period of time after appointment to the Committee. The Company believes all of the members of the Company’s Audit Committee are independent notwithstanding the fact that one of the directors is not independent under applicable NASDAQ and SEC rules. Mr. Welch is the Committee’s financial expert as such term is defined in applicable regulations and rules.

Responsibilities and Duties. The Company’s management is responsible for preparing the Company’s financial statements and the independent auditors are responsible for auditing those financial statements. The Committee is responsible for overseeing the conduct of these activities by the Company’s management and the independent auditors. The financial management and the independent auditors of the Company have more time, knowledge and detailed information on the Company than do Committee members. Consequently, in carrying out its oversight responsibilities, the Committee does not provide any expert or special assurance as to the Company’s financial statements or any professional certification as to the independent auditors’ work.

Specific Audit Committee Actions Related to Review of the Company’s Audited Financial Statements. In discharging its duties, the Audit Committee, among other actions, has (i) reviewed and discussed the audited financial statements included in the Company’s Annual Report on Form 10-K for the twelve months ended December 31, 2015 with management, (ii) discussed with the Company’s independent auditors the matters required to be discussed by SAS 61 (Codification of Statements on Auditing Standard, AU380), as adopted by the Public Company Accounting Oversight Board in ~~order~~Rule 3200T, related to ~~enable~~such financial statements, (iii) received the written disclosures and the letter from the Company’s independent auditors required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with the independent auditors the independent auditor’s independence, (iv) considered whether the provision of service represented under the headings on “Tax Fees” and “All Other Fees” as set forth above is compatible with maintaining the independent auditor’s independence, and (v) based on such reviews and discussions, recommended to the Board of Directors ~~to solicit additional proxies~~that the audited financial statements be included in ~~favor~~ the Company’s Annual Report on Form 10-K for the twelve months ended December 31, 2015.

The Audit Committee
of the Board of Directors

David E. Welch, Chairman

Jeffrey Holtmeier
Francis Elenio

EXECUTIVE COMPENSATION

The following table sets forth compensation awarded to, earned by or paid to the Company’s Principal Executive Officer, regardless of the amount of compensation, and each executive officer of the Company for the years ended December 31, 2015 and 2014 whose total annual salary, bonus and option awards for 2015 exceeded $100,000.

Summary Compensation Table (in dollars)

Name and Principal Position	Year		Salary ($)			Bonus ($)		Stock Awards ($)		Option Awards ($) (4)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value And Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Philip S Sassower,		2015		—	(1)		—		—	$	59,100		—		—		—	$	59,100
Co-Chairman and CEO		2014		—	(1)		—		—	$	—		—		—		—	$	—

William Keiper,		2015		—	(2)		—		—	$	94,560		—		—			$	94,560
President		2014		—	(2)		—		—	$	—		—		—			$	—

Andrea Goren,		2015		—	(3)		—		—	$	70,902		—		—			$	70,902
CFO		2014		—	(3)		—		—	$	—		—		—		—	$	—

1.	Mr. Sassower was appointed Chairman of the Board and Chief Executive Officer on August 5, 2010, and Co-Chairman since October 2015. Mr. Sassower receives no compensation.

2.	Mr. Keiper was appointed President and Chief Operating Officer on December 7, 2010. Mr. Keiper receives no salary compensation from the Company.

3.	Mr. Goren was appointed Chief Financial Officer on December 7, 2010. Mr. Goren receives no compensation from the Company.

The amounts provided in this column represent the aggregate grant date fair value of option awards granted to our officers, as calculated in accordance with FASB ASC Topic 718, Stock Compensation. Mr. Sassower has 7,001 options that are vested and exercisable within sixty days of December 31, 2015. Mr. Keiper has 11,201 options that are vested and exercisable within sixty days of December 31, 2015. Mr. Goren has 8,401 options that are vested and exercisable within sixty days of December 31, 2015. In accordance with applicable regulations, the value of such options does not reflect an estimate for features related to service-based vesting used by the Company for financial statement purposes. See footnote 9 in the Notes to Consolidated Financial Statements included with this report on Form 10-K.

Mr. Keiper is retained by the Company through an Advisory Services Agreement (the “FGP Agreement”) with First Global Partners, LLC (“FGP’). Mr. Keiper is Managing Partner of FGP. The term of the FGP Agreement is two years unless terminated earlier and will automatically renew for additional one year periods upon the same terms and conditions unless either party notifies the other in writing of its intent to terminate at least 90 days prior to the then-current term. FGP receives a cash sum payment of $20,000 (“Cash Fee”) per month. In addition, FPG is eligible for, but not entitled to receive, an annual cash performance fee of up to thirty-five percent (35%) of the Cash Fee during a given year or prorated portion thereof. Such performance fee, if any, would be awarded based upon the sole discretion of the Company’s Board of Directors. No performance fee was paid to FGP in 2015. Under the FGP Agreement, FGP furnishes, at its own expense, all materials and equipment necessary to carry out the terms of the FGP Agreement. The Company has agreed to pay FGP for reasonable and documented out of pocket expenses incurred for Services rendered by FGP during the term of the FGP Agreement, as long as FGP obtains written approval of the ~~Amendment Proposals.~~Company prior to incurring any significant expense.

Mr. Goren is retained by the Company through an Advisory Services Agreement (the “SGP Agreement”) with SG Phoenix LLC (“SGP”). Mr. Goren and Mr. Sassower are managing members of SGP. The term of the SGP Agreement is two years unless terminated earlier and will automatically renew for additional one year periods upon the same terms and conditions unless either party notifies the other in writing of its intent to terminate at least 90 days prior to the then-current term. SGP receives a cash sum payment of $15,000 (“Cash Fee”) per month. In addition, SGP is eligible for, but not entitled to receive, an annual cash performance fee of up to thirty-five percent (35%) of the Cash Fee during a given year or prorated portion thereof. Such performance fee, if any, would be awarded based upon the sole discretion of the Company’s Board of Directors. No performance fee was paid to SGP in 2015. Under the SGP Agreement, SGP furnishes, at its own expense, all materials and equipment necessary to carry out the terms of the SGP Agreement. The Company has agreed to pay SGP for reasonable and documented out of pocket expenses incurred for services rendered by SGP during the term of the SGP Agreement, as long as SGP obtains written approval of the Company prior to incurring any significant expense.

Outstanding Equity Awards at December 31, 2015

The following table summarizes the outstanding equity award holdings held by our named executive officers. The amounts are not stated in thousands.

Name and Principal Position	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)	Option Expiration Date
Philip S. Sassower,Co-Chairman and CEO	800 4,766 600	(1) (2) (3)	— 434 1,800	(1) (2) (3)	$ $ $	82 57 29	01/28/2018 01/03/2020 01/05/2022
William Keiper,President and COO	6,400 2,933 961	(4) (5) (6)	— 267 2,879	(4) (5) (6)	$ $ $	32 57 29	08/11/2018 01/03/2020 01/05/2022
Andrea Goren,Chief Financial Officer	800 4,000 2,200 720	(7) (8) (9) (10)	— — 200 2,160	(7) (8) (9) (10)	$ $ $ $	82 32 57 29	01/28/2018 08/11/2018 01/03/2020 01/05/2022

(1)	Mr. Sassower’s 800 options were granted on January 28, 2011, vest pro rata quarterly over three years, and expire on January 28, 2018.

(2)	Mr. Sassower’s 5,200 options were granted on January 3, 2013, vest pro rata quarterly over three years, and expire on January 3, 2020.

(3)	Mr. Sassower’s 2,400 options were granted on January 5, 2015, vest pro rata quarterly over three years, and expire on January 5, 2022.

(4)	Mr. Keiper’s 6,400 options were granted on August 11, 2011, vest pro rata monthly over two years, and expire on August 11, 2018

(5)	Mr. Keiper’s 3,200 options were granted on January 3, 2013, vest pro rata quarterly over three years, and expire on January 3, 2020.

(6)	Mr. Keiper’s 3,840 options were granted on January 5, 2015, vest pro rata quarterly over three years, and expire on January 5, 2022.

(7)	Mr. Goren’s 800 options were granted on January 28, 2011, vest pro rata quarterly over three years, and expire on January 28, 2018.

(8)	Mr. Goren’s 4,000 options were granted on August 11, 2011, vest pro rata quarterly over three years, and expire on August 11, 2018.

(9)	Mr. Goren’s 2,400 options were granted on January 3, 2013, vest pro rata quarterly over three years, and expire on January 3, 2020.

(10)	Mr. Goren’s 2,880 options were granted on January 5, 2015, vest pro rata quarterly over three years, and expire on January 5, 2022.

Option Exercises and Stock Vested

There were no stock options exercised during the twelve months ended December 31, 2015 and 2014.

Director Compensation

The following table provides information regarding the compensation of the Company’s non-employee directors for the year ended December 31, 2015:

Name	Fees Earned or Paid in Cash		Stock Awards		Option Awards (1)		Non-Equity Incentive Plan Compensation		Non-qualified Deferred Compensation Earnings		All Other Compensation		Total
Current Directors
Francis J. Elenio	$	—	$	—	$	7,500	$	—	$	—	$	—	$	7,500
Michael Engmann	$	—	$	—	$	7,500	$	—	$	—	$	—	$	7,500
Stanley Gilbert	$	—	$	—	$	19,700	$	—	$	—	$	—	$	19,700
Jeffrey Holtmeier	$	—	$	—	$	19,700	$	—	$	—	$	—	$	19,700
David Welch	$	—	$	—	$	20,094	$	—	$	—	$	—	$	20,094

(1)

Equity Compensation Plan Information

The following table provides information as of December 31, 2015, regarding our compensation plans (including individual compensation arrangements) under which equity securities are authorized for issuance:

	Number of Securities To Be Issued Upon Exercise of Outstanding Options and Rights		Weighted- Average Exercise Price Of Outstanding Options and Rights		Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans
Equity Compensation Plans Approved by Security Holders

2011 Stock Compensation Plan		83	$	50		38
Equity Compensation Plans Not Approved by Security Holders
2009 Stock Compensation Plan		1	$	100		6
Total:		84	$	50		44

TRANSACTIONS WITH RELATED PERSONS

Phoenix is the beneficial owner of approximately 86.6% of the Common Stock of the Company when calculated in accordance with Rule 13d-3.

In the March 2015 private placement of shares of Series D-1 Preferred Stock, the Company received $1,000 and $100 from Michael Engmann and Mr. Gilbert, respectively, and issued 1,000 and 100 shares of Series D-1 Preferred Stock to the related parties, respectively. In addition, Mr. Engmann and Mr. Gilbert received 18 and 2 warrants to purchase shares of the Company’s Common Stock at an exercise price of $16 per share at closing. The Company paid a $33 administrative fee in cash to SG Phoenix.

In the July 2015 private placement of shares of Series D-1 Preferred Stock, the Company received $200 from Michael Engmann and issued 200 shares of Series D-1 Preferred Stock to the related party. In addition, Mr. Engmann received 7 warrants to purchase shares of the Company’s Common Stock at an exercise price of $16 per share at closing. The Company paid a $4 administrative fee in cash to SG Phoenix.

Pursuant to the terms of the July 2015 financing Mr. Engmann and Mr. Gilbert received warrants to purchase an additional 15 and 2 shares of the Company’s Common Stock, respectively, at an exercise price of $16 per share, for the investment in the March 2015 private placement.

On September 29, 2015, the Company issued a demand note to Michael Engmann in the aggregate principal amount of $250. This note bore interest at the rate of 10% per annum and both the principal and interest accrued were payable on demand. In November 2015, the Company entered into note purchase agreements with Michael Engmann and other investors. Under the terms of the note purchase agreement, in November 2015, the Company issued, in exchange for the demand note, an unsecured convertible promissory note in the principal amount of $250 to Mr. Engmann.

The principal amount of the unsecured convertible promissory notes issued in connection with the Company’s unsecured debt financing in November and December 2015 bear interest at a rate of 24% per year, are due on August 25, 2016 and are convertible into shares of our common stock at the holder’s option (i) prior to maturity, in the event the Company consummates an SEC registered public offering of shares of common stock, at a conversion price that is 30% less than the price to the public of the common stock in the public offering, or (ii) up to 60 days after maturity, at a conversion price based upon a Company pre-money valuation of $5,000,000, as determined by taking into account the outstanding shares of common stock and preferred stock, on an as-converted basis, on the maturity date of the note; provided, that following such conversion after the maturity date, each holder that converted such note will also receive cash payments, payable from 1.5% for each $100,000 of notes converted of the revenue received by the Company from Cegedim to be paid quarterly on a pro rata basis, with any and all other holders who converted their notes; provided, further, however, that the total amount of cash payments that the holder will be entitled to receive will not exceed three times the aggregate principal amount of each holder’s note.

The Company recorded $53 in debt discount amortization associated with the short-term borrowings, $11 of which is attributable to related parties through December 31, 2015.

During the year ended December 31, 2015, the Company exercised its option to make preferred dividend payments in kind. For the year ended December 31, 2015, the Company issued 72 shares of Series A-1 Preferred Stock, of which 43 were to related parties, 1,272 shares of Series B Preferred Stock, of which 834 were to related parties, 516 shares of Series C Preferred Stock, of which 274 were to related parties, 714 shares of Series D-1 Preferred Stock, of which 350 were to related parties, and 602 shares of Series D-2 Preferred Stock, of which 74 were to related parties.

Interest expense associated with the Company’s indebtedness for the years ended December 31, 2015 and 2014, was $54 and $0, respectively, of which $31 and $0, respectively, was related party expense.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's officers, directors and persons who own more than ten percent of a registered class of the Company's equity securities to file certain reports with the SEC regarding ownership of, and transactions in, the Company's securities. These officers, directors and stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) reports that are filed with the SEC. The following Section 16 filings were not timely filed for the year ended December 31, 2015: the Form 4 for Andrea Goren dated January 5, 2015,March 31, 2015, June 30, 2015, September 30, 2015 and December 31, 2015, the Form 4 for Philip Sassower dated January 5, 2015, March 31, 2015, June 30, 2015, and September 30, 2015, the Form 4 for Stan Gilbert dated January 5, 2015, March 31, 2015, June 30, 2015, and September 30, 2015, the Form 4 for Jeffrey Holtmeier dated January 5, 2015, March 31, 2015, June 30, 2015, and September 30, 2015 and the Form 4 for William Keiper dated January 5, 2015, March 31, 2015, June 30, 2015, and September 30, 2015.

COMPANY CODE OF ETHICS

The Company has adopted a Code of Ethics (“Code”), which is applicable to all Company employees , including the principal executive officer, the principal financial officer and controller and principal accounting officer (“Senior Executive and Financial Officers”). The Code is available on the Company’s website, www.isign.com. The Company intends, when applicable, to post amendments to or waivers from the Code (to the extent applicable to its Senior Executive and Financial Officers) on its website and in any manner otherwise required by the applicable standards or best practices.

STOCKHOLDER PROPOSALS AND STOCKHOLDER NOMINATIONS OF DIRECTORS

Stockholder Proposals for Inclusion in Next Year’s Proxy Statement

To be considered for inclusion in the proxy statement relating to next year’s annual meeting, a stockholder proposal must be received at our principal executive offices no later than July 23, 2016, which is the 120^th day preceding the anniversary of the date on which the Company mailed its proxy materials to stockholders for the 2015 Annual Meeting. Such proposals also will need to comply with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in Company-sponsored proxy materials. Proposals should be addressed to the Secretary, iSign Solutions, Inc., 2025 Gateway Place, Suite 485, San Jose, California 95110. If the date of the next annual meeting is changed by more than 30 days from the anniversary of this year’s annual meeting, then, to be considered for inclusion in the proxy statement relating to next year’s annual meeting, notice of a stockholder proposal will need to be received by the Company in a reasonable amount of time before the Company begins to print and send its proxy materials.

Other Stockholder Proposals

If a stockholder wishes to present a stockholder proposal at our next annual meeting that is not intended to be included in the proxy statement, the stockholder must provide the information required by our Bylaws and give timely notice to our corporate Secretary in accordance with our Bylaws, which, in general, require that the notice be received by the Secretary not later than 60 days nor more than 90 days prior to next year’s annual meeting. In the event, however, that notice of next year’s annual meeting is given by the Company less than 60 days prior to next year’s annual meeting, then notice must be received from the stockholder by the Secretary not later than the close of business on the 15th day following the date on which notice of next year’s annual meeting of the stockholders was mailed, which will be the date of next year’s proxy statement. Notices of intention to present proposals at the next annual meeting should be addressed to the Secretary, iSign Solutions, Inc., 2025 Gateway Place, Suite 485, San Jose, California 95110.

Stockholder Director Nominations

Under our Bylaws, stockholders may also nominate an individual to serve on our Board of Directors. In order to nominate a person or persons for election to the Board of Directors ~~will ask its~~at our next annual meeting, a stockholder must provide the information required by our Bylaws and give timely notice of their intention to do so to our corporate Secretary in accordance with our Bylaws, which, in general, require that the notice be received by the Secretary not more than 90 days nor less than 60 days prior to the anniversary of the date of the Company’s definitive proxy statement provided in connection with the Company’s annual meeting in the previous year. Notwithstanding the preceding sentence, in the event that no annual meeting was held in the previous year or the annual meeting is called for a date more than thirty (30) days before or after the anniversary date of the previous year’s annual meeting, notice by the stockholder must be received by the Secretary not later than the close of business on the later of (1) the ninetieth (90th) day prior to such annual meeting and (2) the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. In the case of a special meeting of stockholders called for the purpose of electing directors, notice by the stockholder must be received by the Secretary not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made. The notice given by the stockholder must include (1) the name and address of the stockholder who intends to make the nomination, and the person or persons to be nominated; (2) a representation that the stockholder is a holder of record of stock of the Company entitled to vote ~~only upon the adjournment proposal~~at such meeting and ~~not on the other proposals discussed in this Proxy Statement.~~

~~Vote Required for Proposal 8~~

~~Assuming a quorum is present, the affirmative vote of each of the following holders is required~~intends to ~~approve Proposal 8: (i) a majority of the shares present~~appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (3) a description of all arrangements or understandings between the stockholder and ~~(ii)~~each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination(s) are to be made by the stockholder; (4) such other information regarding each nominee proposed by such stockholder as would be required to be included in a ~~majority~~proxy statement filed with SEC pursuant to the proxy rules; and (5) the manually signed consent of each nominee to serve as a director of the ~~voting power present~~Company if so elected. The presiding officer at the annual meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure. A stockholder’s written notice of such stockholder’s intention to make such nomination or nominations at the next annual meeting should be addressed to the Secretary, iSign Solutions, Inc., 2025 Gateway Place, Suite 485, San Jose, California 95110,.

SOLICITATION OF PROXIES

The Company will bear the cost of the Annual Meeting and the solicitation of proxies related thereto, including the costs relating to printing and mailing the proxy materials. The Company has retained Broadridge Financial Solutions to assist the Company in the solicitation of proxies. The Company has agreed to pay Broadridge a fee of approximately $18,000 for its services. Directors, officers and employees of the Company may make additional solicitations in person or by ~~proxy~~telephone in respect to the Annual Meeting.

OTHER MATTERS

The Board of Directors knows of no other matter that may be presented for action at the ~~meeting. Assuming a quorum~~Annual Meeting. However, if any other matter properly comes before the Annual Meeting, the persons named as proxies will vote in accordance with their judgment with respect to any such matter.

Stockholders are urged to complete, sign, date and return the enclosed proxy card promptly in the envelope provided, regardless of whether or not they expect to attend the Annual Meeting. The prompt return of such proxy card will assist the Company in preparing for the Annual Meeting. Your cooperation is ~~not present, the affirmative vote of a majority~~greatly appreciated.

ADDITIONAL INFORMATION

A copy of the ~~voting power present in person or by proxy at~~Company’s Annual Report to Stockholders for the ~~meeting~~fiscal year ended December 31, 2014 accompanies this Proxy Statement. The Company is required to ~~approve Proposal 8.~~

~~Recommendation~~

~~Our Board of Directors recommends a vote “FOR” Proposal 8.~~

~~TABLE OF CONTENTS~~

~~MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT AND~~
~~PROPOSALS 2, 3, 4, 5 AND 6~~

The following discussion summarizes the material U.S. federal income tax consequences of the reverse stock split of our common stock and the amendments to our Certificates of Designation under Proposals 2, 3, 4, 5 and 6 to holders of our capital stock. This discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended or “the Code,” the U.S. Treasury Regulations promulgated under the Code and judicial and administrative rulings, all as in effect as of the date of this Proxy Statement and all of which are subject to change or varying interpretation, possibly with retroactive effect. Any such changes could affect the accuracy of the statements and conclusions set forth herein.

This discussion assumes that holders of our capital stock hold their shares as capital assets within the meaning of section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a holder of our capital stock in light of such holder’s particular circumstances, nor does it discuss the special considerations applicable to holders of our capital stock subject to special treatment under the U.S. federal income tax laws, such as, for example, financial institutions or broker-dealers, mutual funds, partnerships or other pass-through entities and their partners or members, tax-exempt organizations, insurance companies, dealers in securities or foreign currencies, traders in securities who elect the mark-to-market method of accounting, controlled foreign corporations, passive foreign investment companies, U.S. expatriates, holders who acquired our capital stock through the exercise of options or otherwise as compensation, holders who hold our capital stock as part of a hedge, straddle, constructive sale or conversion transaction, or U.S. holders whose functional currency is not the U.S. dollar. This discussion does not address any aspect of foreign, state, local, alternative minimum, estate, gift or other tax law that may be applicable to a holder of our capital stock.

The U.S. federal income tax consequences of the reverse stock split of our common stock and the amendments to our Certificates of Designation under Proposals 2, 3, 4, 5 and 6 for a partner in a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) will generally depend on the status of the partner and the activities of the partnership. Partners in partnerships should consult their tax advisors regarding the specific U.S. federal income tax consequences to them of the reverse stock split of our common stock and the amendments to our Certificates of Designation under Proposals 2, 3, 4, 5 and 6.

We intend this discussion to provide only a general summary of the material U.S. federal income tax consequences of the reverse stock split of our common stock and the amendments to our Certificates of Designation under Proposals 2, 3, 4, 5 and 6 to holders of our capital stock. We do not intend it to be a complete analysis or description of all potential U.S. federal income tax consequences of the reverse stock split of our common stock and the amendments to our Certificates of Designation under Proposals 2, 3, 4, 5 and 6. The U.S. federal income tax laws are complex and subject to varying interpretation, and we have not and do not expect to seek a ruling from the Internal Revenue Service, or the IRS, norfile an ~~opinion of tax counsel regarding any of the U.S. federal income tax consequences described herein. Accordingly, the IRS may not agree with the tax consequences described in this document.~~

~~For purposes of this discussion, the term “U.S. holder” means a holder of record of our capital stock that is, for U.S. federal income tax purposes:~~

~~an individual citizen or resident of the United States,~~

a corporation (including any entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia,

~~an estate the income of which is subject to U.S. federal income tax regardless of its source, or~~

a trust if (i) its administration is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

~~A “non-U.S. holder” is a holder of our capital stock (other than a partnership) that is not a U.S. holder.~~

~~U.S. Holders~~

~~Reverse Stock Split~~

We believe that the reverse stock split of our common stock, whether treated separately or as part of one overall transaction that also includes the amendments to our Certificates of Designation under Proposals 2, 3, 4, 5 and 6,

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should qualify as a “recapitalization” for U.S. federal income tax purposes. Accordingly, a U.S. holder should not recognize any gain or loss as a result of the reverse stock split (except to the extent of cash received in lieu of a fractional share). Further, a U.S. holder’s aggregate tax basis in his, her, or its post-reverse stock split shares should equal the aggregate tax basis in the pre-reverse stock split shares exchanged therefor, reduced by the amount of the adjusted basis of any pre-reverse stock split shares exchanged that is allocated to any fractional share for which cash is received, and such holder’s holding period for the post-reverse stock split shares should include the period during which such stockholder held the pre-reverse stock split shares surrendered therefor. U.S. holders should consult their tax advisors as to application of the foregoing rules where shares of our common stock were acquired at different times or at different prices.

A U.S. holder who receives cash instead of a fractional share of post-reverse stock split shares should be treated as having received the fractional share pursuant to the reverse stock split and then as having exchanged the fractional share for cash in a redemption. In general, this deemed redemption will be treated as a sale or exchange, provided the redemption is not essentially equivalent to a dividend as discussed below. Gain or loss generally will be recognized based on the difference between the amount of cash received and the portion of the U.S. holder’s adjusted tax basis of the pre-reverse stock split shares allocable to such fractional share. Such gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period for such pre-reverse stock split shares is more than one year as of the effective date of the reverse stock split, and otherwise will be short-term capital gain or loss.

The receipt of cash is “not essentially equivalent to a dividend” if the reduction in a U.S. holder’s proportionate interest in our Company resulting from the reverse stock split (taking into account for this purpose shares of our common stock which such holder is considered to own under certain attribution rules) is considered a “meaningful reduction” given such U.S. holder’s particular facts and circumstances. The IRS has ruled that a small reduction by a minority stockholder whose relative stock interest is minimal and who exercises no control over the affairs of a corporation can satisfy this test. If the receipt of cash in lieu of a fractional share is not treated as capital gain or loss under the test just described, it will be treated first as ordinary dividend income to the extent of a U.S. holder’s ratable share of our current and accumulated earnings and profits, then as a tax-free return of capital to the extent of the portion of the U.S. holder’s adjusted tax basis of the pre-reverse stock split shares which is allocable to such fractional share, and any remaining amount will be treated as capital gain.

~~Amendments to our Certificates of Designation under Proposals 2, 3, 4, 5 and 6~~

We believe that the amendments to our Certificates of Designation under Proposals 2, 3, 4, 5 and 6 should, whether treated separately or as part of one overall transaction that also includes the reverse stock split of our common stock, also constitute a “recapitalization” for U.S. federal income tax purposes. Accordingly, a U.S. holder of shares of a series of our outstanding preferred stock should recognize no gain or loss as a result of the amendments. Further, a U.S. holder’s aggregate tax basis in his, her, or its post-amendment shares of our preferred stock should be equal to the aggregate tax basis in the corresponding pre-amendment shares, and such holder’s holding period for the post-amendment shares should include the period during which such holder held the corresponding pre-amendment shares. U.S. holders should consult their tax advisors as to application of the foregoing rules where a U.S. holder holds more than one series of shares of our preferred stock or shares of our preferred stock were acquired at different times or at different prices.

~~Non-U.S. Holders~~

If the reverse stock split and the amendments to our Certificates of Designation under Proposals 2, 3, 4, 5 and 6, whether treated separately or as part of one overall transaction, constitute recapitalizations (as described above under the caption “-U.S. Holders”), non-U.S. holders should similarly not recognize gain or loss for U.S. federal income tax purposes upon the reverse stock split and such amendments (except to the extent of cash received in lieu of a fractional share).

If a non-U.S. holder receives cash in lieu of a fractional share, a non-U.S. holder generally should not be required to pay U.S. federal income tax on any gain realized in respect of such fractional share unless:

the gain is effectively connected with the non-U.S. holder’s conduct of a U.S. trade or business (and, if an income tax treaty applies, the gain is attributable to a permanent establishment maintained by the non-U.S. holder in the U.S.), in which case the non-U.S. holder will be required to pay tax gain in respect of such fractional share (net of certain deductions or credits) under regular graduated U.S. federal income tax rates, and for a non-U.S. holder that is a corporation, such non-U.S. holder may be subject to a branch profits tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty; or

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the non-U.S. holder is an individual who is present in the U.S. for a period or periods aggregating 183 days or more during the calendar year in which the exchange of pre-reverse stock split shares for post-reverse stock split shares occurs and certain other conditions are met, in which case the non-U.S. holder will be required to pay a flat 30% tax on the gain in respect of such fractional share, which tax may be offset by U.S. source capital losses (even though the non-U.S. holder is not considered a resident of the U.S.) subject to applicable income tax or other treaties providing otherwise.

~~A non-U.S. holder should consult his, her or its tax advisor if the cash received in lieu of fractional shares does not constitute a “meaningful reduction” in interest, as described above.~~

~~Information Reporting and Backup Withholding~~

Cash payments received by a U.S. holder of our capital stock pursuant to the reverse stock split may be subject to information reporting, and may be subject to backup withholding at the applicable rate (currently 28 percent) if the holder fails to provide a valid taxpayer identification number and comply with certain certification procedures or otherwise establish an exemption from backup withholding. Cash payments received by a non-U.S. holder of our capital stock pursuant to the reverse stock split may be subject to additional information reporting and backup withholding at the applicable rate (currently 28 percent) unless the non-U.S. holder establishes an exemption, for example by properly certifying its non-U.S. status on a Form W-8BEN or another appropriate version of IRS Form W-8. Backup withholding is not an additional United States federal income tax. Rather, the U.S. federal income tax liability of the person subject to backup withholding will be reduced by the amount of the tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is timely furnished to the IRS.

~~TABLE OF CONTENTS~~

~~SECURITY OWNERSHIP OF CERTAIN~~
~~BENEFICIAL OWNERS AND MANAGEMENT~~

~~Except as otherwise indicated, all share information included under this “Security Ownership of Certain~~ ~~Beneficial Owners and Management” heading does not reflect the proposed 1-for-• reverse stock split which we~~ ~~intend to effectuate prior to the consummation~~~~of the offering or the conversion of all our preferred stock into~~ ~~common stock, which we expect to occur upon consummation~~~~of the offering. Such matters are subject to stockholder~~ ~~approval.~~

The following table sets forth information as of December 15, 2015, with respect to the beneficial ownership of (i) any person known by us to be the beneficial owner of more than 5% of any class of our voting securities, (ii) each of our directors, (iii) each of our “named executive officers” and (iv) our directors and executive officers as a group. Except as indicated in the footnotes to this table (i) each person has sole voting and investment power with respect to all shares attributable to such person and (ii) each person’s address is c/o iSign Solutions Inc., 275 Shoreline Drive, Suite 500, Redwood Shores, California 94065-1413.

Common Stock
Series A-1
Cumulative
Preferred Stock
Series B
Participating
Convertible
Preferred Stock
Series C
Participating
Convertible
Preferred Stock
Series D-1
Convertible
Preferred Stock
Series D-2
Convertible
Preferred Stock
Name of Beneficial Owner
Number
of Shares
(1)
Percent
Of Class
(1)
Number
of Shares
(2)
Percent
of Class
(2)
Number
of Shares
(3)
Percent
Of Class
(3)
Number
of Shares
(4)
Percent
of Class
(4)
Number
of Shares
(5)
Percent
Of Class
(5)
Number
of Shares
(6)
Percent
Of Class
(6)
Philip S. Sassower (8)

442,002,060

71.7
%

—

—

7,606,578

57.7
%

2,301,713

43.0
%

1,466,787

10.4
%

198,504

2.5
%
Andrea Goren (9)

410,343,671

69.8
%

—

—

7,640,025

57.9
%

2,264,858

42.3
%

1,039,762

7.4
%

107,337

1.7
%
Stanley Gilbert (10)

54,346,846

19.5
%

—

—

167,235

1.3
%

475,654

8.9
%

144,500

1.8
%

153,580

2.5
%
Jeffrey Holtmeier (11)

2,423,540

1.0
%

—

—

—

—

—

—

—

—

29,497

*
David E. Welch (12)

1,890,272

*

—

—

—

—

—

—

—

—

—

—

Michael W. Engmann (13)

227,524,729

50.1
%

553,208

59.6
%

631,457

4.8
%

163,251

3.0
%

2,291,788

16.3
%

304,115

4.9
%
Francis Elenio (14)

—

*

—

—

—

—

—

—

—

—

—

—

William Keiper (15)

26,927,933

10.3
%

—

—

—

—

299,850

5.6
%

—

—

—

—

All directors and executive officers as a group (8 persons) (16)

772,061,316

83.1
%

553,208

59.6
%

8,438,717

64.0
%

3,258,206

60.8
%

3,992,023

28.3
%

689,926

11.1
%

5% Shareholders

Phoenix Venture Fund LLC (17)

393,397,796

68.9
%

—

—

7,606,578

57.7
%

2,247,120

42.0
%

—

—

—

—

~~Less than 1%.~~

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Pro Forma Common Stock
Beneficially Owned
Name of Beneficial Owner
Number of Shares (7)
Percent of Class
Philip S. Sassower (8)

1,406,888

34.5
%
Andrea Goren (9)

1,308,337

32.8
%
Stanley Gilbert (10)

144,539

5.0
%
Jeffrey Holtmeier (11)

5,630

*
David E. Welch (12)

236,198

*
Michael W. Engmann (13)

651,424

19.3
%
Francis Elenio (14)

—

—

William Keiper (15)

52,192

1.9
%

All directors and executive officers as a group (8 persons) (16)

2,424,082

45.2
%

5% Shareholders

Phoenix Venture Fund LLC (17)

1,275,503

32.3
%

~~Less than 1%.~~

Shares of common stock beneficially owned and the respective percentages of beneficial ownership of common stock assumes the exercise or conversion of all options, warrants and other securities convertible into common stock, including shares of Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D-1 Preferred Stock and Series D-2 Preferred Stock beneficially owned by such person or entity currently exercisable or exercisable within 60 days of December 15, 2015. Shares issuable pursuant to the exercise of stock options and warrants exercisable within 60 days of December 15, 2015 or securities convertible into common stock within 60 days of December 15, 2015 are deemed outstanding and held by the holder of such shares of common stock, options, warrants, or the other convertible securities listed above for purposes of computing the percentage of outstanding common stock beneficially owned by such person, but are not deemed outstanding for computing the percentage of outstanding common stock beneficially owned by any other person. The shares of common stock beneficially owned and the respective percentages of beneficial ownership of common stock beneficially owned stated in these columns are based on 234,307,542 shares of common stock, 928,657 shares of Series A-1 Preferred Stock, 13,190,948 shares of Series B Preferred Stock, 5,356,258 shares of Series C Preferred Stock, 7,877,863 shares of Series D-1 Preferred Stock and 6,223,488 shares of Series D-2 Preferred Stock outstanding as of December 15, 2015 and assume conversion of shares of Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D-1 Preferred Stock and Series D-2 Preferred Stock at current conversion rates. The conversion prices of each such series of preferred stock will be reduced assuming each of Proposals 2, 3, 4, 5 and 6 are approved.

Each outstanding share of Series A-1 Preferred Stock is presently convertible into 7.1429 shares of common stock. The shares of Series A-1 Preferred Stock beneficially owned and the respective percentages of beneficial ownership of Series A-1 Preferred Stock stated in these columns reflect ownership of shares of Series A-1 Preferred Stock, and not shares of common stock issuable upon conversion of shares of Series A-1 Preferred Stock at this ratio. The percentage of beneficial ownership of Series A-1 Preferred Stock beneficially owned is based on 928,657 shares of Series A-1 Preferred Stock outstanding as of December 15, 2015.

Each outstanding share of Series B Preferred Stock is presently convertible into 23.0947 shares of common stock. The shares of Series B Preferred Stock beneficially owned and the respective percentages of beneficial ownership of Series B Preferred Stock stated in these columns reflect ownership of shares of Series B Preferred Stock, and not shares of common stock issuable upon conversion of shares of Series B Preferred Stock at this ratio. The percentage of beneficial ownership of Series B Preferred Stock beneficially owned is based on 13,190,948 shares of Series B Preferred Stock outstanding as of December 15, 2015.

Each outstanding share of Series C Preferred Stock is presently convertible into 44.4444 shares of common stock. The shares of Series C Preferred Stock beneficially owned and the respective percentages of beneficial ownership of Series C Preferred Stock stated in these columns reflect ownership of shares of Series C Preferred Stock, and not shares of common stock issuable upon conversion of shares of Series C Preferred Stock at this ratio. The percentage of beneficial ownership of Series C Preferred Stock beneficially owned is based on 5,356,258 shares of Series C Preferred Stock outstanding as of December 15, 2015.

Each share of Series D-1 Preferred Stock is presently convertible into 44.4444 shares of common stock. The shares of Series D-1 Preferred Stock beneficially owned and the respective percentages of beneficial ownership of Series D-1 Preferred Stock stated in these columns reflect ownership of shares of Series D-1 Preferred Stock, and not shares of common stock issuable upon conversion of shares of Series D-1 Preferred Stock at this ratio. The percentage of beneficial ownership of Series D-1 Convertible Preferred Stock beneficially owned is based on 7,877,863 shares of Series D-1 Convertible Preferred Stock outstanding as of December 15, 2015.

Each share of Series D-2 Preferred Stock is presently convertible into 20.000 shares of common stock. The shares of Series D-2 Preferred Stock beneficially owned and the respective percentages of beneficial ownership of Series D-2 Preferred Stock stated in these columns reflect ownership of shares of Series D-2 Preferred Stock, and not shares of common stock issuable upon conversion of shares of Series D-2 Preferred Stock at this ratio. The percentage of beneficial ownership of Series D-2 Preferred Stock beneficially owned is based on 6,223,488 shares of Series D-2 Preferred Stock outstanding as of December 15, 2015.

Gives effect to (i) our proposed reverse stock split assuming such stock split is consummated at 1-for-1,000 (the midpoint of the proposed range of 1-for-750 and 1-for-1,250), (ii) the proposed conversion of all our preferred stock into common stock assuming each of Proposals 2, 3, 4, 5 and 6 are approved and (iii) the assumed sale of 2,500,000 shares of common stock in a public offering at a price per share of $4.00.

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Represents (a) 59,458,106 shares of common stock, (b) 8,500,800 shares issuable to Mr. Sassower upon the exercise of options exercisable within 60 days of December 15, 2015, (c) 175,671,637 shares of common stock issuable upon the conversion of 7,606,578 shares of Series B Preferred Stock, (d) 102,298,253 share of common stock issuable upon the conversion of 2,301,713 shares of Series C Preferred Stock, (e) 65,190,468 shares of common stock issuable upon the conversion of 1,466,787 shares of Series D-1 Preferred Stock (f) 3,970,080 shares of common stock issuable upon the conversion of 198,504 shares of Series D-2 Preferred Stock and (g) 26,912,716 shares of common stock issuable upon the exercise of warrants (see table below for details), including securities beneficially owned by Phoenix, SG Phoenix Ventures LLC, SG Phoenix LLC, Phoenix Banner Holdings LLC and Phoenix Enterprises Family Fund. Please see footnote 17 below for information concerning shares of common stock beneficially owned by Phoenix. Along with Mr. Goren, Mr. Sassower is the co-manager of SG Phoenix Ventures LLC, which has the shared power to vote and dispose of the shares of common stock held by Phoenix and Phoenix Banner Holdings LLC, and, accordingly, Mr. Sassower may be deemed to be the beneficial owner of the shares owned by Phoenix and Phoenix Banner Holdings LLC. SG Phoenix Ventures LLC, Mr. Goren and Mr. Sassower each disclaim beneficial ownership of the shares owned by Phoenix and Phoenix Banner Holdings LLC, except to the extent of their respective pecuniary interests therein.

Philip
Sassower
SG Phoenix
Ventures LLC
SG Phoenix
LLC
Phoenix
Venture Fund
Phoenix
Enterprises
Family Fund
LLC
Phoenix
Banner
Holdings
Total
Common Shares

2,555,556

2,792,494

54,110,056

59,458,106

Stock Options

8,500,800

8,500,800

Series B Preferred Stock As If Converted to Common Stock

175,671,637

175,671,637

Series C Preferred Stock As If Converted to Common Stock

99,871,900

2,426,353

102,298,253

Series D-1 Preferred Stock As If Converted to Common Stock

22,932,110

42,258,358

65,190,468

Series D-2 Preferred Stock As If Converted to Common Stock

1,907,940

2,062,140

3,970,080

Warrants

10,281,505

3,000,000

—

13,631,211

26,912,716

Total

46,177,911

3,000,000

2,792,494

329,653,593

2,426,353

57,951,709

442,002,060

Represents (a) 56,921,550 shares of common stock, (b) 10,200,960 shares issuable upon the exercise of options exercisable within 60 days of December 15, 2015, (c) 176,444,085 shares of common stock issuable upon the conversion of 7,640,025 shares of Series B Preferred Stock, (d) 100,660,255 shares of common stock issuable upon the conversion of 2,264,858 shares of Series C Preferred Stock, (e) 46,211,598 shares of common stock issuable upon the conversion of 1,039,762 shares of Series D-1 Preferred Stock (f) 2,146,740 shares of common stock issuable upon the conversion of 107,337 shares of Series D-2 Preferred Stock and (g) 17,758,483 shares of common stock issuable upon the exercise of warrants (see table below for details), including securities beneficially owned by Phoenix, SG Phoenix Ventures LLC, SG Phoenix LLC, Phoenix Banner Holdings LLC, Andax LLC and Mr. Goren. Please see footnote 17 below for information concerning Phoenix’s beneficial ownership. Mr. Goren is managing member Andax LLC and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. Along with Mr. Sassower, Mr. Goren is the co-manager of SG Phoenix Ventures LLC, which has the power to vote and dispose of the shares held by Phoenix and by Phoenix Banner Holdings LLC, and accordingly, Mr. Goren may be deemed to be the beneficial owner of the shares owned by Phoenix and Phoenix Banner Holdings LLC. SG Phoenix Ventures LLC, Mr. Goren and Mr. Sassower each disclaim beneficial ownership of the shares owned by Phoenix and Phoenix Banner Holdings LLC, except to the extent of their respective pecuniary interests therein.

Andrea Goren
Andax, LLC
SG Phoenix
LLC
Phoenix
Venture Fund
Phoenix
Banner
Holdings
Total
Common Shares

19,000

2,792,494

54,110,056

56,921,550

Stock Options

10,200,960

10,200,960

Series B Preferred Stock As If Converted to Common Stock

772,448

175,671,637

176,444,085

Series C Preferred Stock As If Converted to Common Stock

788,355

99,871,900

100,660,255

Series D-1 Preferred Stock As If Converted to Common Stock

3,953,240

42,258,358

46,211,598

Series D-2 Preferred Stock As If Converted to Common Stock

84,600

2,062,140

2,146,740

Warrants

1,127,272

3,000,000

—

13,631,211

17,758,483

Total

10,219,960

6,725,915

5,792,494

329,653,593

57,951,709

410,343,671

~~TABLE OF CONTENTS~~

~~10.~~

Represents (a) 9,976,813 shares of common stock, (b) 1,833,600 shares of common stock issuable upon the exercise of options exercisable within 60 days of December 15, 2015, (c) 3,862,242 shares of common stock issuable upon the conversion of 167,235 shares of Series B Preferred Stock, and (d) 21,139,966 shares of common stock issuable upon the conversion of 475,654 shares of Series C Preferred Stock, (e) 6,422,222 shares of common stock issuable upon the conversion of 144,500 shares of Series D-1 Preferred Stock, and (f) 3,071,600 shares of common stock issuable upon the conversion of 153,580 shares of Series D-2 Preferred Stock, and (g) 8,040,402 shares of common stock issuable upon the exercise of warrants, (see table below for details) (d). As manager of Galaxy LLC, Mr. Gilbert has the power to vote and dispose of the shares of common stock held by Galaxy LLC, and, accordingly, Mr. Gilbert may be deemed to be the beneficial owner of the shares owned by Galaxy LLC.

Stanley
Gilbert
Stanley
Gilbert PC
Galaxy LLC
Mrs. Gilbert
Total
Common Shares

6,018,176

28,485

1,783,035

2,147,117

9,976,813

Stock Options

1,833,600

1,833,600

Series B Preferred Stock As If Converted to Common Stock

3,862,242

3,862,242

Series C Preferred Stock As If Converted to Common Stock

21,139,966

21,139,966

Series D-1 Preferred Stock As If Converted to Common Stock

6,422,222

6,422,222

Series D-2 Preferred Stock As If Converted to Common Stock

3,071,600

3,071,600

Warrants

8,040,402

8,040,402

Total

50,388,208

28,485

1,783,035

2,147,117

54,346,845

~~11.~~

Represents (a) 1,833,600 shares of common stock issuable upon the exercise of options exercisable within 60 days of December 15, 2015, (b) 589,940 shares of common stock issuable upon the conversion of 29,497 shares of Series D-2 Preferred Stock owned by Genext, LLC (“Genext”). As manager of Genext, Mr. Holtmeier has the power to vote and dispose of the shares of common stock held by Genext, and, accordingly, Mr. Holtmeier may be deemed to be the beneficial owner of the shares owned by CUBD and Genext.

~~12.~~

~~Represents 1,890,272 shares of common stock issuable upon the exercise of options exercisable within 60 days of December 15, 2015.~~

~~13.~~

Represents (a) 7,746,420 shares of common stock beneficially owned by Mr. Engmann, (b) 3,951,510 shares of common stock issuable upon the conversion of 553,208 shares of Series A-1 Preferred Stock beneficially owned by Mr. Engmann, (c) 14,583,310 shares of common stock issuable upon the conversion of 631,457 shares of Series B Preferred Stock beneficially owned by Mr. Engmann (d) 7,255,591 shares of common stock issuable upon the conversion of 163,251 shares of Series C Preferred Stock beneficially owned by Mr. Engmann (e) 101,857,244 shares of common stock issuable upon the conversion of 2,291,788 shares of Series D-1 Preferred Stock beneficially owned by Mr. Engmann (f) 6,082,300 shares of common stock issuable upon the conversion of 304,115 shares of Series D-2 Preferred Stock beneficially owned by Mr. Engmann and (g) an aggregate of 86,048,354 shares of common stock issuable upon exercise of warrants exercisable within 60 days of December 15, 2015 beneficially owned by Mr. Engmann. See the following table for more detail. On November 16, 2015, Mr. Engmann was granted an option to purchase 1 million shares of common stock, none of which are exercisable within 60 days of December 15, 2015.

Michael
Engmann
MDNH
Partners, LP
KENDU
Partners
Company
Total
Common Shares

2,461,716

4,041,140

1,243,564

7,746,420

Stock Options

Series A-1 Preferred Stock As If Converted to Common Stock

2,123,013

1,828,497

—

3,951,510

Series B Preferred Stock As If Converted to Common Stock

2,816,006

11,767,304

—

14,583,310

Series C Preferred Stock As If Converted to Common Stock

151,865

7,103,726

—

7,255,591

Series D-1 Preferred Stock As If Converted to Common Stock

101,857,244

—

—

101,857,244

Series D-2 Preferred Stock As If Converted to Common Stock

6,082,300

—

—

6,082,300

Warrants

86,048,354

—

—

86,048,354

Total

201,540,498

24,740,667

1,243,564

227,524,729

~~14.~~

~~On November 16, 2015, Mr. Elenio was granted an option to purchase 1 million shares of common stock, none of which are exercisable within 60 days of December 15, 2015.~~

~~15.~~

Represents (a) 12,868,239 shares of common stock issuable upon the exercise of options exercisable within 60 days of December 15, 2015, (b) 13,326,653 shares issuable upon the conversion of 299,850 shares of Series C Preferred Stock beneficially owned by FirstGlobal Partners LLC (“FirstGlobal”). As manager of FirstGlobal, Mr. Keiper has the power to vote and dispose of the shares of common stock held by FirstGlobal and, accordingly, Mr. Keiper may be deemed to be the beneficial owner of the shares owned by FirstGlobal.

~~16.~~

Includes shares of common stock beneficially owned by Phoenix. Please see footnote 17 below for information concerning shares of common stock beneficially owned by Phoenix. Mr. Sassower and Mr. Goren are the co-managers of SG Phoenix Ventures LLC, which has the shared power to vote and dispose of the shares of common stock held by Phoenix and, accordingly, Mr. Sassower and Mr. Goren may be deemed to be the beneficial owner of the shares owned by Phoenix. SG Phoenix Ventures LLC, Mr. Sassower and Mr. Goren each disclaim beneficial ownership of the shares owned by Phoenix, except to the extent of their respective pecuniary interests therein. The amount stated above includes an aggregate of 26,802,497 shares issuable upon the exercise of options within 60 days of December 15, 2015.

~~TABLE OF CONTENTS~~

~~17.~~

SG Phoenix Ventures LLC is the Managing Member of Phoenix, with the power to vote and dispose of the shares of common stock held by Phoenix. Accordingly, SG Phoenix Ventures LLC may be deemed to be the beneficial owner of such shares. Andrea Goren is the co-manager of SG Phoenix Ventures LLC, has the shared power to vote and dispose of the shares of common stock held by Phoenix and, as such, may be deemed to be the beneficial owner of the common shares owned by Phoenix and by SG Phoenix LLC, of which he is a member. Philip Sassower is the co-manager of SG Phoenix Ventures LLC, has the shared power to vote and dispose of the shares of common stock held by Phoenix and, as such, may be deemed to be the beneficial owner of the common shares owned by Phoenix and by SG Phoenix LLC, of which he is a member. SG Phoenix Ventures LLC, Mr. Goren and Mr. Sassower each disclaim beneficial ownership of the shares owned by Phoenix, and Mr. Goren and Mr. Sassower each disclaim beneficial ownership of the shares owned by SG Phoenix LLC, except to the extent of their respective pecuniary interests therein.

Phoenix
Venture Fund
LLC
SG Phoenix
Ventures LLC
Phoenix
Banner
Holdings
Total
Common Shares

54,110,056

2,792,492

56,902,550

Stock Options

—

Series B Preferred Stock As If Converted to Common Stock

175,671,637

175,671,637

Series C Preferred Stock As If Converted to Common Stock

99,871,900

99,871,900

Series D-1 Preferred Stock As If Converted to Common Stock

42,258,358

42,258,358

Series D-2 Preferred Stock As If Converted to Common Stock

2,062,140

2,062,140

Warrants

—

3,000,000

13,631,211

16,631,211

Total

329,653,593

5,792,494

57,951,709

393,397,796

~~TABLE OF CONTENTS~~

~~ANNUAL REPORT; INCORPORATION BY REFERENCE~~

~~Our~~ Annual Report on Form 10-K for ~~the~~its fiscal year ended December 31, ~~2014, containing audited financial statements for~~2015 with the ~~years ended December 31, 2014~~Securities and ~~December 31, 2013, is being delivered to our stockholders of record with this~~Exchange Commission (the “SEC”). The SEC maintains a web site, www.sec.gov that contains reports, Proxy ~~Statement. Upon written request, we will send to stockholders of record, without charge, additional copies of our Annual Report on Form 10-K (without exhibits)~~Statements, and ~~additional copies of this Proxy Statement, each of which we have~~certain other information filed electronically by the Company with the SEC. ~~In addition, upon written request and payment~~Stockholders may obtain, free of charge, a ~~fee equal to our reasonable expenses, we will send to stockholders~~copy of ~~record for~~ the ~~year ended December 31, 2014, copies of any exhibit to our Annual Report on~~ Form 10-K ~~for the year ended December 31, 2014 filed with the SEC. All written requests should be directed~~by writing to ~~the~~iSign Solutions, Inc., Attn: Corporate Secretary, ~~of our~~2025 Gateway Place, Suite 485, San Jose, California 95110, or visiting the Company’s web site at www.isignnow.com.

INCORPORATION BY REFERENCE

The Company ~~at our address set forth referred to in the Notice of Internet Availability. We incorporate~~incorporates by reference ~~into this Proxy Statement~~the information provided under Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations), Item 7A (Quantitative and Qualitative Disclosures about Market Risk), and Item 8 ~~(Financial~~(Consolidated Financial Statements) ~~of our Annual Report on Form 10-K.~~

~~FORWARD-LOOKING STATEMENTS~~

From time to time, we may provide information, whether orally or in writing, including certain statements in this Proxy Statement, which are deemed to be “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995, or the “Litigation Reform Act”. These forward-looking statements and other information are based on our beliefs as well as assumptions made by us using information currently available.

The words “believes”, “anticipates”, “hopes”, “intends”, “expects”, and other words of similar import, constitute “forward looking” statements within the meaning of the Litigation Reform Act. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from expectations. Such factors include the following: (1) technological, engineering, quality control or other circumstances which could delay the sale or shipment of products; (2) economic, business, market and competitive conditionscontained in the ~~software industry and technological innovations which could affect the~~ Company’s business; (3) the Company’s ability to protect its trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others or prevent others from infringing on the proprietary rights of the Company; and (4) general economic and business conditions and the availability of sufficient financing.

In accordance with the provisions of the Litigation Reform Act, we are making you aware that such forward-looking statements, because they relate to future events and are by their very nature subject to many important factors that could cause actual results to differ materially from those contemplated by the forward-looking statements contained in this Proxy Statement and other public statements we make. Such factors are discussed in the “Risk Factors” section of our Annual Report on Form 10-K ~~and other filings with~~for the ~~SEC.~~

~~TABLE OF CONTENTS~~

~~WHERE YOU CAN FIND MORE INFORMATION~~fiscal year ended December 31, 2014 accompanying this proxy statement.

We are subject to the information requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith file reports, proxy statements and other information including annual, quarterly and current reports on Forms 10-K, 10-Q and 8-K with the SEC. Reports and other information filed by us can be inspected and copied at the public reference facilities maintained at the SEC at 100 F Street, N.E., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the SEC, Public Reference Section, 100 F Street, N.E., Washington, DC 20549, at prescribed rates. You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at (800) SEC-0330. The SEC also maintains a web site on the Internet (http://www.sec.gov) where our reports, proxy and information statements and other information regarding our Company may be obtained free of charge.

~~OTHER MATTERS~~

As of the date of this Proxy Statement, our Board of Directors knows of no other matters which will be acted upon at the Special Meeting. If any other matters are presented for action at the Special Meeting or at any adjournment or postponement thereof, it is intended that the proxies will be voted with respect thereto in accordance with the best judgment and in the discretion of the proxy holders.

~~By Order of the Board of Directors,~~

~~Philip Sassower~~
~~Co-Chairman and Chief Executive Officer~~

~~Dated~~	BY ORDER OF THE BOARD OF DIRECTORS

	Philip S. Sassower
	Co-Chairman and ~~Mailed:~~	Redwood Shores, California December •, 2015 Chief Executive Officer

~~IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.~~
~~THEREFORE, STOCKHOLDERS ARE URGED TO SUBMIT YOUR PROXY BY INTERNET, BY~~ ~~TELEPHONE OR BY MAIL AS SOON AS POSSIBLE.~~

~~PLEASE VOTE—YOUR VOTE IS IMPORTANT~~December 10, 2016

~~TABLE OF CONTENTS~~

APPENDIX A

~~CERTIFICATE OF AMENDMENT~~

~~OF THE~~

~~AMENDED AND RESTATED CERTIFICATE OF INCORPORATION~~

~~ISIGN SOLUTIONS INC.~~

~~Pursuant to Section 242 of the Delaware General Corporation Law, iSign Solutions Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:~~

~~FIRST~~~~: Article FOURTH of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by adding the following new paragraph at the end thereof:~~

~~“Upon the effectiveness of the Certificate of Amendment of this Amended and Restated Certificate of Incorporation containing this sentence (the “Effective Time~~”), each 750 to 1,250 shares of the common stock, par value $.01 per share, of the Corporation issued and outstanding or held in the treasury of the Corporation immediately prior to the Effective Time (the “~~Old Common~~ ~~Stock”) shall automatically be reclassified and combined into 1 share of common stock, par value $.01 per share, of the Corporation (the “New Common Stock~~”), the exact ratio within the 750-1,250 range to be determined by the Board of Directors of the Corporation or a committee thereof prior to the Effective Time and set forth in a written resolution filed with the minutes of such body and made available to any stockholder upon written request therefor (the “~~Reverse Stock Split~~”). Each stock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified and combined; ~~provided~~, ~~however~~, that each holder of record of a certificate that represented shares of Old Common Stock shall receive, upon the surrender of the certificate for such Old Common Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Old Common Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent) a new certificate representing the number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified and combined.”

~~SECOND~~: On •, 2015, the Board of Directors of the Corporation or a committee thereof determined that each • shares of the Old Common Stock issued and outstanding or held in the treasury of the Corporation immediately prior to the Effective Time shall automatically be reclassified and combined into one validly issued, fully paid and non-assessable share of New Common Stock.

~~A-1~~

~~TABLE OF CONTENTS~~

~~THIRD~~~~: The forgoing amendment to the Amended and Restated Certificate of Incorporation of the Corporation was duly adopted in accordance with Section 242 of the Delaware General Corporation Law.~~

~~IN WITNESS WHEREOF~~~~, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer on this __ day of __________, 20__.~~

~~ISIGN SOLUTIONS INC.~~

~~By:~~
	~~Name:~~	~~Andrea Goren~~
	~~Title:~~	~~Chief Financial Officer~~

~~A-2~~

~~TABLE OF CONTENTS~~

~~APPENDIX B~~

~~CERTIFICATE OF AMENDMENT~~

~~TO THE~~

~~THIRD AMENDED AND RESTATED CERTIFICATE OF DESIGNATION~~

~~SERIES A-1 CUMULATIVE CONVERTIBLE PREFERRED STOCK~~

~~ISIGN SOLUTIONS INC.~~

~~FIRST~~~~: The penultimate sentence of Section 5(a) of the Third Amended and Restated Certificate of Designation of the Series A-1 Cumulative Convertible Preferred Stock (the “Certificate of Designation”) of the Corporation is hereby amended and restated in its entirety as follows:~~

~~“The “~~~~Conversion Price~~~~” as of the effectiveness of the Certificate of Amendment of this Third Amended and Restated Certificate of Designation containing this sentence (the “~~~~Effective Time~~”) is equal to $0.01555 per share, as adjusted under the terms of Section 5(c) to give effect to the reverse stock split of the Company’s common stock (of not less than 1-for-750 and not more than 1-for-1,250), which stock split, for purposes of this sentence, shall be deemed to have occurred immediately following the Effective Time (and therefore such adjustment shall automatically take effect immediately following the Effective Time); ~~provided~~, ~~however~~, that if the Company fails to consummate a public offering of its common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company by December 31, 2016, then the Conversion Price shall be equal to what the Conversion Price was immediately prior to the Effective Time, subject to further adjustment as provided in Section 5(c) below.”

~~SECOND~~~~: the Certificate of Designation of the Corporation is hereby amended to include a new Section 5(d) at the end of Section 5, as follows:~~

~~(d)~~ ~~Automatic Conversion~~. Each share of Series A-1 Preferred Stock shall automatically be converted into such number of fully paid and nonassessable shares of Common Stock as is obtained by dividing the Series A-1 Issue Price by the Conversion Price at the time in effect for such shares immediately upon the closing of the sale of shares of Common Stock to the public at a price of not less than $4.00 per share (subject to appropriate adjustment for stock splits, combinations and other similar recapitalizations affecting such shares), in a firm-commitment underwritten public offering pursuant to a prospectus or an effective registration statement resulting in at least $8 million of gross proceeds to the Company.

~~THIRD~~~~: Section 5(c)(vi) of the Certificate of Designation of the Corporation is hereby amended and restated in its entirety as follows:~~

~~“[Reserved]”~~

~~FOURTH~~~~: The foregoing amendments to the Certificate of Designation of the Corporation were duly adopted in accordance with Section 242 of the Delaware General Corporation Law.~~

~~B-1~~

~~TABLE OF CONTENTS~~

~~IN WITNESS WHEREOF~~~~, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this __ day of _____, 20__.~~

~~ISIGN SOLUTIONS INC.~~

~~By:~~
	~~Name:~~	~~Andrea Goren~~
	~~Title:~~	~~Chief Financial Officer~~

~~B-2~~

~~TABLE OF CONTENTS~~

~~APPENDIX C~~

~~CERTIFICATE OF AMENDMENT~~

~~TO THE~~

SECOND AMENDED AND RESTATED

CERTIFICATE OF ~~DESIGNATION~~INCORPORATION

~~SERIES B PARTICIPATING CONVERTIBLE PREFERRED STOCK~~OF

ISIGN SOLUTIONS INC.

~~FIRST~~~~: The last sentence of Section 6(a) of the Second Amended and Restated Certificate of Designation of the Series B Participating Convertible Preferred Stock (the “Certificate of Designation”) of the Corporation is hereby amended and restated in its entirety as follows:~~

~~“The “~~~~Conversion Price~~~~” as of the effectiveness of the Certificate of Amendment of this Second Amended and Restated Certificate of Designation containing this sentence (the “~~~~Effective Time~~”) is equal to $0.01037 per share, as adjusted under the terms of Section 6(e) to give effect to the reverse stock split of the Company’s common stock (of not less than 1-for-750 and not more than 1-for-1,250), which stock split, for purposes of this sentence, shall be deemed to have occurred immediately following the Effective Time (and therefore such adjustment shall automatically take effect immediately following the Effective Time); ~~provided~~, ~~however~~, that if the Company fails to consummate a public offering of its common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company by December 31, 2016, then the Conversion Price shall be equal to what the Conversion Price was immediately prior to the effectiveness of this Certificate of Amendment, subject to further adjustment as provided in Section 6(e) below.”

~~SECOND~~~~: Section 6(b) of the Certificate of Designation of the Corporation is hereby amended and restated in its entirety as follows:~~

“Each share of Series B Preferred Stock shall automatically be converted into such number of fully paid and nonassessable shares of Common Stock as is obtained by dividing the Original Issue Price by the Conversion Price at the time in effect for such shares immediately upon (i) the date specified by written consent or agreement of the Required Series B Holders or (ii) the closing of the sale of shares of Common Stock to the public at a price of not less than $4.00 per share (subject to appropriate adjustment for stock splits, combinations and other similar recapitalizations affecting such shares), in a firm-commitment underwritten public offering pursuant to a prospectus or an effective registration statement resulting in at least $8 million of gross proceeds to the Company.”

~~C-1~~

~~TABLE OF CONTENTS~~

~~THIRD~~~~: The foregoing amendments to the Certificate of Designation of the Corporation were duly adopted in accordance with Section 242 of the Delaware General Corporation Law.~~

~~IN WITNESS WHEREOF~~~~, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this __ day of _____, 20__.~~

~~ISIGN SOLUTIONS INC.~~

~~By:~~
	~~Name:~~	~~Andrea Goren~~
	~~Title:~~	~~Chief Financial Officer~~

~~C-2~~

~~TABLE OF CONTENTS~~

~~APPENDIX D~~

~~CERTIFICATE OF AMENDMENT~~

~~TO THE~~

~~AMENDED AND RESTATED CERTIFICATE OF DESIGNATION~~

~~SERIES C PARTICIPATING CONVERTIBLE PREFERRED STOCK~~

~~ISIGN SOLUTIONS INC.~~

~~FIRST~~~~: The last sentence of Section 6(a) of the Amended and Restated Certificate of Designation of the Series C Participating Convertible Preferred Stock (the “Certificate of Designation”) of the Corporation is hereby amended and restated in its entirety as follows:~~

~~“The “~~~~Conversion Price~~~~” as of the effectiveness of the Certificate of Amendment of this Amended and Restated Certificate of Designation containing this sentence (the “~~~~Effective Time~~”) is equal to $0.00777 per share, as adjusted under the terms of Section 6(e) to give effect to the reverse stock split of the Company’s common stock (of not less than 1-for-750 and not more than 1-for-1,250), which stock split, for purposes of this sentence, shall be deemed to have occurred immediately following the Effective Time (and therefore such adjustment shall automatically take effect immediately following the Effective Time); ~~provided~~, ~~however~~, that if the Company fails to consummate a public offering of its common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company by December 31, 2016, then the Conversion Price shall be equal to what the Conversion Price was immediately prior to the Effective Time, subject to further adjustment as provided in Section 6(e) below.”

~~SECOND~~~~: Section 6(b) of the Certificate of Designation of the Corporation is hereby amended and restated in its entirety as follows:~~

“Each share of Series C Preferred Stock shall automatically be converted into such number of fully paid and nonassessable shares of Common Stock as is obtained by dividing the Original Issue Price by the Conversion Price at the time in effect for such shares immediately upon (i) the date specified by written consent or agreement of the Required Series C Holders or (ii) the closing of the sale of shares of Common Stock to the public at a price of not less than $4.00 per share (subject to appropriate adjustment for stock splits, combinations and other similar recapitalizations affecting such shares), in a firm-commitment underwritten public offering pursuant to a prospectus or an effective registration statement resulting in at least $8 million of gross proceeds to the Company.”

~~D-1~~

~~TABLE OF CONTENTS~~

~~THIRD~~~~: The last sentence of Section 6(d)(ii) of the Certificate of Designation of the Corporation is hereby deleted.~~

~~FOURTH~~~~: The foregoing amendments to the Certificate of Designation of the Corporation were duly adopted in accordance with Section 242 of the Delaware General Corporation Law.~~

~~IN WITNESS WHEREOF~~~~, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this __ day of _____, 20__.~~

~~ISIGN SOLUTIONS INC.~~

~~By:~~
	~~Name:~~	~~Andrea Goren~~
	~~Title:~~	~~Chief Financial Officer~~

~~D-2~~

~~TABLE OF CONTENTS~~

~~APPENDIX E~~

~~CERTIFICATE OF AMENDMENT~~

~~TO THE~~

~~CERTIFICATE OF DESIGNATION~~

~~SERIES D CONVERTIBLE PREFERRED STOCK~~

~~ISIGN SOLUTIONS INC.~~

~~FIRST~~~~: Section 6(a) of the Certificate of Designation of the Series D Convertible Preferred Stock (the “Certificate of Designation”) of the Corporation is hereby amended by adding the following sentence at the end thereof:~~

~~“Notwithstanding the forgoing, the “~~~~Conversion Price~~~~” as of the effectiveness of the Certificate of Amendment of this Certificate of Designation containing this sentence (the “~~~~Effective Time~~”) is equal to $0.00579 per share with respect to the Series D-1 Preferred Shares, as adjusted under the terms of Section 6(e) to give effect to the reverse stock split of the Company’s common stock (of not less than 1-for-750 and not more than 1-for-1,250), which stock split, for purposes of this sentence, shall be deemed to have occurred immediately following the Effective Time (and therefore such adjustment shall automatically take effect immediately following the Effective Time); ~~provided~~, ~~however~~, that if the Company fails to consummate a public offering of its common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company by December 31, 2016, then such Conversion Price shall be equal to what such Conversion Price was immediately prior to the Effective Time, subject to further adjustment as provided in Section 6(e) below.”

~~SECOND~~~~: The first sentence of Section 6(b) of the Certificate of Designation of the Corporation is hereby amended and restated in its entirety as follows:~~

“Each share of Series D-1 Preferred Stock shall automatically be converted into such number of fully paid and nonassessable shares of Common Stock as is obtained by dividing the Original Issue Price by the Conversion Price at the time in effect for such shares immediately upon (i) the date specified by written consent or agreement of the holders representing a majority of the then outstanding shares of Series D-1 Preferred Stock, (ii) the date specified by written consent or agreement of the Required Series B Holders to automatically convert the Series B Preferred Stock or (iii) the closing of the sale of shares of Common Stock to the public at a price of not less than $4.00 per share (subject to appropriate adjustment for stock splits, combinations and other similar recapitalizations affecting such shares), in a firm-

~~E-1~~

~~TABLE OF CONTENTS~~

~~commitment underwritten public offering pursuant to a prospectus or an effective registration statement resulting in at least $8 million of gross proceeds to the Company.”~~

~~THIRD~~~~: Section 6(d)(ii) of the Certificate of Designation of the Corporation is hereby amended by adding the following sentence at the end thereof:~~

~~“Notwithstanding the foregoing, the second sentence of this Section 6(d)(ii) shall not apply to adjustments to the Conversion Price of the Series D-1 Preferred Stock.”~~

~~FOURTH~~~~: The foregoing amendments to the Certificate of Designation of the Corporation were duly adopted in accordance with Section 242 of the Delaware General Corporation Law.~~

~~IN WITNESS WHEREOF~~~~, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this __ day of _____, 20__.~~

~~ISIGN SOLUTIONS INC.~~

~~By:~~
	~~Name:~~	~~Andrea Goren~~
	~~Title:~~	~~Chief Financial Officer~~

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~~TABLE OF CONTENTS~~

~~APPENDIX F~~

~~CERTIFICATE OF AMENDMENT~~

~~TO THE~~

~~CERTIFICATE OF DESIGNATION~~

~~SERIES D CONVERTIBLE PREFERRED STOCK~~

~~ISIGN SOLUTIONS INC.~~

~~“Notwithstanding the forgoing, the “~~~~Conversion Price~~~~” as of the effectiveness of the Certificate of Amendment of this Certificate of Designation containing this sentence (the “~~~~Effective Time~~”) is equal to $0.00686 per share with respect to the Series D-2 Preferred Shares, as adjusted under the terms of Section 6(e) to give effect to the reverse stock split of the Company’s common stock (of not less than 1-for-750 and not more than 1-for-1,250), which stock split, for purposes of this sentence, shall be deemed to have occurred immediately following the Effective Time (and therefore such adjustment shall automatically take effect immediately following the Effective Time); ~~provided~~, ~~however~~, that if the Company fails to consummate a public offering of its common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company by December 31, 2016, then such Conversion Price shall be equal to what such Conversion Price was immediately prior to the Effective Time, subject to further adjustment as provided in Section 6(e) below.”

~~SECOND~~~~: The last sentence of Section 6(b) of the Certificate of Designation of the Corporation is hereby amended and restated in its entirety as follows:~~

“Each share of Series D-2 Preferred Stock shall automatically be converted into such number of fully paid and nonassessable shares of Common Stock as is obtained by dividing the Original Issue Price by the Conversion Price at the time in effect for such shares immediately upon (i) the date specified by written consent or agreement of the holders representing a majority of the then outstanding shares of Series D-2 Preferred Stock, (ii) the date specified by written consent or agreement of the Required Series B Holders to automatically convert the Series B Preferred Stock or (iii) the closing of the sale of shares of Common Stock to the public at a price of not less than $4.00 per share (subject to appropriate adjustment for stock splits, combinations and other

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~~TABLE OF CONTENTS~~

similar recapitalizations affecting such shares), in a firm-commitment underwritten public offering pursuant to a prospectus or an effective registration statement resulting in at least $8 million of gross proceeds to the Company.”

~~THIRD~~~~: Section 6(d)(ii) of the Certificate of Designation of the Corporation is hereby amended by adding the following sentence at the end thereof:~~

~~“Notwithstanding the foregoing, the second sentence of this Section 6(d)(ii) shall not apply to adjustments to the Conversion Price of the Series D-2 Preferred Stock.”~~

~~FOURTH~~~~: The foregoing amendments to the Certificate of Designation of the Corporation were duly adopted in accordance with Section 242 of the Delaware General Corporation Law.~~

~~IN WITNESS WHEREOF~~~~, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this __ day of _____, 20__.~~

~~ISIGN SOLUTIONS INC.~~

~~By:~~
	~~Name:~~	~~Andrea Goren~~
	~~Title:~~	~~Chief Financial Officer~~

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~~TABLE OF CONTENTS~~

~~APPENDIX G~~

~~SECOND AMENDED AND RESTATED~~

~~CERTIFICATE OF INCORPORATION~~

~~ISIGN SOLUTIONS INC.~~

(Originally incorporated on October 1, 1986)

iSign Solutions Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

1.That the Corporation was incorporated upon the filing of its original certificate of incorporation on October 1, 1986 under the name “Communication Intelligence Corporation”.

2.That the Board of Directors and the stockholders of the Corporation pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, duly adopted the amendment and restatement to the Corporation’s certificate of incorporation as follows:

FIRST:The name of the Corporation is iSign Solutions Inc.

SECOND:The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 N. Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at that address is The Corporation Trust Company.

THIRD:The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH:(a) The total number of shares which the Corporation shall have authority to issue is Twenty-Five Million (25,000,000) shares of capital stock, of which Twenty Million (20,000,000) shall be shares of Common Stock, par value $.01 per share, and Five Million (5,000,000) shall be shares of Preferred Stock, par value $.01 per share.

(b) Subject to all of the rights of the Preferred Stock, and except as may be provided expressly with respect to the Preferred Stock herein, by law or by the Board of Directors pursuant to this article Fourth, (1) dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the Corporation legally available for the payment of dividends; (2) the holders of Common Stock and Preferred Stock shall have the right to vote for the election of directors and on all other matters requiring stockholder action, each share being entitled to one vote; and (3) upon the voluntary liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation shall be distributed pro rata to the holders of the Common Stock.

(c) The shares of Preferred stock may be issued from time to time in one or more series. The Board of Directors hereby is authorized to establish from time to time by resolution or resolutions and, if and to the extent from time to time required by law, by filing a certificate pursuant to the applicable law of the State of Delaware the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations, or restrictions thereof, including but not limited to the fixing or alteration of the dividend rights, dividend rate or rates, conversion rights, voting rights, rights in terms of redemption (including sinking fund provisions), the redemption price or prices, and the liquidation preferences of any wholly unissued series of shares of Preferred Stock and the number of shares constituting any such series and the designation thereof, or any or all of them; and to increase or decrease the number of shares of any series subsequent to the issue of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series. In addition to all of the qualifications, limitations or restrictions that may be attached to the shares of Preferred Stock of any series, each share of Preferred Stock of any series shall be entitled to receive the par value thereof, being $.01 per share, on the dissolution, liquidation or winding-up of the Corporation.

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(d) No holder of any stock of the Corporation shall be entitled as such, as a matter of right, to subscribe for or purchase any part of any new or additional issue of stock or any class whatsoever of the Corporation, or of securities convertible into stock of any class whatsoever, whether now or hereafter authorized, or whether issued for cash or other consideration or by way of dividend.

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~~TABLE OF CONTENTS~~

(e) Except as otherwise required by applicable law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Amended and Restated Certificate of Incorporation (including any certificate of designation filed with the Delaware Secretary of State in accordance with Section (c) of this Article Fourth) that relates solely to the designation rights, preferences, power and restrictions of one or more outstanding series of Preferred Stock if the holders of such affected series of Preferred Stock are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to applicable law or this Second Amended and Restated Certificate of Incorporation (including any certificate of designation filed with e Delaware Secretary of State in accordance with Section (c) of this Article Fourth).

FIFTH:In furtherance and not in limitation of the powers conferred by statute, the Board of Directors shall have the power to make, alter, amend and repeal the bylaws (except so far as the bylaws adopted by the stockholders shall otherwise provide). Any bylaws made by the Board of Directors under the powers conferred hereby may be altered, amended or repealed by the Board of Directors or by the Stockholders.

SIXTH:(a) The business and affairs of the Corporation shall be managed by the Board of Directors of the Corporation.

(b) The number of directors which shall constitute the whole Board of Directors of the Corporation shall be as specified in the bylaws of the Corporation.

(c) To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same now exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this paragraph by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation with respect to any act or omission occurring prior to the time of such repeal or modification.

SEVENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Second Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute and this Amended and Restated Certificate of Incorporation, and all rights conferred on stockholders herein are granted subject to this reservation.

EIGHTH: Notwithstanding any provision to the contrary in this Second Amended and Restated Certificate of Incorporation, the Corporation is prohibited from issuing nonvoting equity securities.

IN WITNESS WHEREOF, the Corporation has caused this Second Amended and Restated Certificate of Incorporation to be signed by a duly authorized officer of the Corporation on this __ day of __________, 20__.

ISIGN SOLUTIONS INC.

By:
	Name:	Andrea Goren
	Title:	Chief Financial Officer

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Appendix B

ISIGN SOLUTIONS, INC.
2011 STOCK COMPENSATION PLAN

ARTICLE I
EFFECTIVE DATE AND PURPOSE

1.1 Effective Date. The Board approved the Plan effective as of January 28, 2011.

ARTICLE II
DEFINITIONS

2.1 Capitalized Terms. Capitalized terms used herein have the meanings set forth in Exhibit A.

ARTICLE III
ADMINISTRATION

3.1 The Committee. The Planshall be administered by the Board or a committee appointed by the Board, provided that the Company’s compensation committee shall approve Awards granted to Participants covered by Code Section 162(m).

3.2 Authority and Action of the Committee. Itshall be the duty of the Committee to administer the Plan in accordance with the Plan’sprovisions. The Committeeshall haveall powersand discretion necessaryor appropriate to administer the Plan and to control itsoperation,including,but not limited to,the power to (a) determine which Employees,Independent Contractors and Members of the Board shall be eligible to receive Awards and to grant Awards,(b) prescribe the form,amount,timing and other terms and conditions of each Award,(c) interpret the Plan and the Award Agreements,(d) adopt such procedures as it deems necessary or appropriate to permit participation in the Plan by eligible Employees,Independent Contractors and Members of the Board,(e) adopt such rules as it deems necessary or appropriate for the administration,interpretation and application of the Plan,(f) interpret,amend or revoke any such procedures or rules,(g) correct any technical defect(s) or technical omission(s),or reconcile any technical inconsistency(ies),in the Plan and/or any Award Agreement,(h) accelerate the vesting or payment of any award,(i) extend the period during which an Option may be exercisable,and (j) make all other decisions and determinations that may be required pursuant to the Plan and/or any Award Agreement or as the Committee deems necessary or advisable to administer the Plan.

The acts of the Committee shall be either (i) acts of a majority of the members of the Committee present at any meeting at which a quorum is present or (ii) acts approved in writing by all of the members of the Committee without a meeting. A majority of the Committee shall constitute a quorum. The Committee’s determinations under the Plan need not be uniform and may be made selectively among Participants,whether or not such Participants are similarly situated. Each member of the Committee is entitled to,in good faith,rely or act upon any report or other information furnished to that member by any Employee of the Company or any of its Subsidiaries or Affiliates,the Company’s independent certified public accountants or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.

The Company shall effect the granting of Awards under the Plan,in accordance with the determinations made by the Committee,by execution of written agreements and/or other instruments in such form as is approved by the Committee.

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3.3 Delegation by the Committee. The Committee in its sole discretion and on such terms and conditions as it may provide may delegate all or any part of its authority and powers under the Plan to one or more Members of the Board of the Company and/or officers of the Company;provided,however,that the Committee may not delegate its authority or power with respect to the selection for participation in this Plan of an officer or other person subject to Section 16 of the 1934 Act or decisions concerning the timing,pricing or amount of an Award to such an officer or person.

3.4 Decisions Binding. All determinations,decisions and interpretations of the Committee,the Board,and any delegate of the Committee pursuant to the provisions of the Plan or any Award Agreement shall be final,conclusive,and binding on all persons,and shall be given the maximum deference permitted by law.

ARTICLE IV
SHARES SUBJECT TO THE PLAN

4.1 Number of Shares. Subject to adjustment asprovided in Section 7.10,the number of Sharesavailable forgrants of Awardsunder the Planshall be 120,000 Shares. Shares awarded under the Plan maybe either authorized but unissued Shares,authorized and issued Sharesreacquired and held astreasurySharesor a combination thereof. Unlessprohibited byapplicable law or exchange rules,Sharesissued in assumption of,or insubstitution for,anyoutstandingawardsof anyentityacquired in anyform of combination bythe Companyor anySubsidiaryor Affiliateshall not reduce the Sharesavailable forgrantsof Awardsunder thisSection 4.1. The maximum number of Shares covered by Awards granted to a Participant in a single calendar year may not exceed 15,000,000.

4.2 Lapsed Awards. To the extent that Shares subject to an outstandingOption are not issued or delivered byreason of (i) the expiration,cancellation,forfeiture or other termination ofsuch Award,(ii) the withholdingofsuch Sharesinsatisfaction of applicable federal,state or local taxes or (iii) of thesettlement of all or a portion ofsuch Award in cash,thensuch Shares shall again be available under thisPlan.

ARTICLE V
STOCK OPTIONS

5.1 Grant of Options. Subject to the provisions of the Plan,Options maybegranted to Participantsatsuch times,andsubject tosuch termsand conditions,asdetermined bythe Committee in its sole discretion. An Award of Options may include Incentive Stock Options, Nonqualified Stock Options, or a combination thereof; provided, however, that an Incentive Stock Option may only be granted to an Employee of the Company or a Subsidiary and no Incentive Stock Option shall be granted more than ten years after the earlier of (i) the date this Plan is adopted by the Board or (ii) the date this Plan is approved by the Company's shareholders.

5.2 Award Agreement. Each Optionshall be evidenced byan Award Agreement thatshallspecifythe Exercise Price,the expiration date of the Option,the number of Sharesto which the Option pertains,anyconditionsto the exercise of all or a portion of the Option,andsuch other termsand conditionsasthe Committee,in itsdiscretion,shall determine. The Award Agreement pertaining to an Option shall designate such Option as an Incentive Stock Option or a Nonqualified Stock Option. Notwithstanding any such designation, to the extent that the aggregate Fair Market Value (determined as of the Grant Date) of Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under this Plan or any other plan of the Company, or any parent or subsidiary as defined in Section 424 of the Code) exceeds $100,000, such Options shall constitute Nonqualified Stock Options. For purposes of the preceding sentence, Incentive Stock Options shall be taken into account in the order in which they are granted.

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5.3 Exercise Price. Subject to the other provisionsof thisSection,the Exercise Price with respect to Shares subject to an Optionshall be determined bythe Committee in its sole discretion; provided,however,that the Exercise Price shall be not less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date; and provided further, that the Exercise Price with respect to an Incentive Stock Option granted to a Ten Percent Holder shall not be less than one hundred ten percent (110%) of the Fair Market Value of a Share on the Grant Date.

5.4 Expiration Dates. Each Option shall terminate not later than the expiration date specified in the Award Agreement pertaining to such Option;provided,however,that the expiration date with respect to an Option shall not be later than the tenth anniversary of its Grant Date and the expiration date with respect to an Incentive Stock Option granted to a Ten Percent Holder shall not be later than the fifth anniversary of its Grant Date.

5.5 Exercisability of Options. Subject to Section 5.4,Options granted under the Plan shall be exercisable at such times,and shall be subject to such restrictions and conditions,as the Committee shall determine in its sole discretion. The exercise of an Option is contingent upon payment by the Optionee of the amount sufficient to pay all taxes required to be withheld by any governmental agency. Such payment may be in any form approved by the Committee. With respect to Options granted to residents of the State of California, unless employment is terminated for cause (as defined by applicable law or the Award Agreement), the right to exercise an Option in the event of termination of employment, to the extent that the Optionee is otherwise entitled to exercise an Option on the date employment terminates, shall be

(a) at least six months from the date of termination if termination was caused by death or total disability; and

(b) at least 30 days from the date of termination if termination was caused by other than death or total disability;

5.6 Method of Exercise. Options shall be exercised by the Participant’s delivery of a written notice of exercise to the Chief Financial Officer of the Company (or his or her designee),setting forth the number of Shares with respect to which the Option is to be exercised,accompanied by full payment of the Exercise Price with respect to each such Share and an amount sufficient to pay all taxes required to be withheld by any governmental agency. The Exercise Price shall be payable to the Company in full in cash or its equivalent. The Committee,in its sole discretion,also may permit exercise (a) by tendering previously acquired Shares which have been held by the Optionee for at least six months having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price of the Shares with respect to which the Option is to be exercised,or (b) by any other means which the Committee,in its sole discretion,determines to both provide legal consideration for the Shares,and to be consistent with the purposes of the Plan,including,without limitation,through a registered broker-dealer pursuant to such cashless exercise procedures which are,from time to time,deemed acceptable by the Committee. As soon as practicable after receipt of a written notification of exercise and full payment for the Shares with respect to which the Option is exercised,the Company shall deliver to the Participant Share certificates (which may be in book entry form) for such Shares with respect to which the Option is exercised.

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5.7 Restrictions on Share Transferability. Options are personal to the Optionee during his or her lifetime and may not be transferred, assigned, pledged, attached or otherwise disposed of in any manner, except by will or the laws of descent and distribution. Any attempt to transfer, assign, pledge, attach or otherwise dispose of any Option contrary to this Section 5.7 will be null and void. The Committee may impose additional restrictions on any Shares acquired pursuant to the exercise of an Option as it may deem advisable,including,but not limited to,restrictions related to applicable federal securities laws,the requirements of any national securities exchange or system upon which Shares are then listed or traded,or any blue sky or state securities laws.

ARTICLE VI
RESTRICTED STOCK

6.1 Grant of Restricted Stock. Subject to the provisions of the Plan, Restricted Stock may be granted to such Participants at such times, and subject to such terms and conditions, as determined by the Committee in its sole discretion.

6.2 Award Agreement. Each grant of Restricted Stock shall be evidenced by an Award Agreement that shall specify the number of Shares granted, the price, if any, to be paid for the Shares and the Period of Restriction applicable to the Award and such other terms and conditions as the Committee, in its sole discretion, shall determine.

6.3 Transferability/Share Certificates. Shares subject to an Award of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated during a Period of Restriction. During the Period of Restriction, Shares of Restricted Stock may be registered in the holder’s name or a nominee’s name at the discretion of the Company and may bear a legend as described in Section 6.4.2. Unless the Committee determines otherwise, Shares of Restricted Stock shall be held by the Company as escrow agent during the applicable Period of Restriction, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate by the Company, which would permit transfer to the Company of all or a portion of the Shares subject to the Restricted Stock Award in the event such Award is forfeited in whole or part.

6.4 Other Restrictions. The Committee, in its sole discretion, may impose such other restrictions on Shares subject to an Award of Restricted Stock as it may deem advisable or appropriate.

6.4.1 General Restrictions. The Committee may set restrictions based upon applicable federal or state securities laws, or any other basis determined by the Committee in its discretion.

6.4.2 Legend on Certificates. The Committee, in its sole discretion, may legend the certificates representing Restricted Stock during the Period of Restriction to give appropriate notice of such restrictions. For example, the Committee may determine that some or all certificates representing Shares of Restricted Stock shall bear the following legend: “The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the iSign Solutions, Inc. 2011 Stock Compensation Plan (the “Plan”), and in an Award Agreement (as defined by the Plan). A copy of the Plan and such Award Agreement may be obtained from the Chief Financial Officer of iSign Solutions, Inc..”

6.5 Removal of Restrictions. Shares of Restricted Stock granted under the Plan shall be released from escrow as soon as practicable after the termination of the Period of Restriction and, subject to the Company’s right to require payment of any taxes, a certificate or certificates evidencing ownership of the requisite number of Shares shall be delivered to the Participant.

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6.6 Voting Rights. During the Period of Restriction, Participants holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless otherwise provided in the Award Agreement.

6.7 Dividends and Other Distributions. During the Period of Restriction, Participants holding Shares of Restricted Stock shall be entitled to receive all dividends and other distributions paid with respect to such Shares unless otherwise provided in the Award Agreement. Unless otherwise provided in the Award Agreement, any such dividends or distributions shall be deposited with the Company and shall be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid.

ARTICLE VII
MISCELLANEOUS

7.1 No Effect on Employment or Service. Nothingin the Planshall interfere with or limit in anywaythe right of the Companyto terminate anyParticipant’sservice relationship at anytime,for anyreason and with or without cause.

7.2 Participation. No personshall have the right to beselected to receive an Award under thisPlan,or,havingbeensoselected,to beselected to receive a future Award.

7.3 Indemnification. Each person who is orshall have been a member of the Committee,or of the Board,shall be indemnified and held harmlessbythe Companyagainst and from (a) anyloss,cost,liability,or expense that maybe imposed upon or reasonablyincurred byhim or her in connection with or resultingfrom anyclaim,action,suit,or proceedingto which he orshe maybe a partyor in which he orshe maybe involved byreason of any good faith action taken orgood faith failure to act under the Plan or anyAward Agreement,and (b) from anyand all amountspaid byhim or her insettlement thereof,with the Company’sapproval,or paid byhim or her insatisfaction of anyjudgment in any such claim,action,suit,or proceedingagainst him or her,provided he orsheshallgive the Companyan opportunity,at itsown expense,to handle and defend thesame before he orshe undertakesto handle and defend it on hisor her own behalf. The foregoingright of indemnificationshall not be exclusive of anyother rightsof indemnification to whichsuch personsmaybe entitled under the Company’sCertificate of Incorporation or By-Laws,bycontract,asa matter of law,or otherwise,or under anypower that the Companymayhave to indemnify them or hold them harmless.

7.4 Successors. All obligationsof the Companyunder the Plan,with respect to Awards granted hereunder,shall be bindingon any successor to the Company,whether the existence ofsuchsuccessor isthe result of a direct or indirect purchase,merger,consolidation or otherwise,of all orsubstantiallyall of the businessor assetsof the Company.

7.5 No Rights as Stockholder. Except to the limited extent provided in Sections 6.6 and 6.7, No Participant (nor any beneficiary) shall have any of the rights or privileges of a stockholder of the Company with respect to any Shares issuable pursuant to an Option,unless and until certificates representing such Shares shall have been issued,recorded on the records of the Company or its transfer agents or registrars,and delivered to the Participant (or beneficiary).

7.6 Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof),the Company shall have the power and the right to deduct or withhold,or require a Participant to remit to the Company,an amount sufficient to satisfy any federal,state,local and foreign taxes of any kind (including,but not limited to,the Participant’s FICA and SDI obligations) which the Committee,in its sole discretion,deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law,rule or regulation with respect to such Award (or exercise thereof).

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7.7 Withholding Arrangements. The Committee,in its sole discretion and pursuant to such procedures as it may specify from time to time,may permit or require a Participant to satisfy all or part of the tax withholding obligations in connection with an Award by (a) having the Company withhold otherwise deliverable Shares,or (b) delivering to the Company already-owned Shares having a Fair Market Value equal to the amount required to be withheld,provided such Shares have been held by the Participant for at least six months.

7.8 No Corporate Action Restriction. The existence of the Plan,any Award Agreement and/or the Awards granted hereunder shall not limit,affect or restrict in any way the right or power of the Board or the shareholders of the Company to make or authorize (a) any adjustment,recapitalization,reorganization or other change in the Company’s or any Subsidiary’s or Affiliate’s capital structure or business,(b) any merger,consolidation or change in the ownership of the Company or any Subsidiary or Affiliate,(c) any issue of bonds,debentures,capital,preferred or prior preference stocks ahead of or affecting the Company’s or any Subsidiary’s or Affiliate’s capital stock or the rights thereof,(d) any dissolution or liquidation of the Company or any Subsidiary or Affiliate,(e) any sale or transfer of all or any part of the Company’s or any Subsidiary’s or Affiliate’s assets or business,or (f) any other corporate act or proceeding by the Company or any Subsidiary or Affiliate. No Participant,beneficiary or any other person shall have any claim against any Member of the Board or the Committee,the Company or any Subsidiary or Affiliate,or any employees,officers,shareholders or agents of the Company or any Subsidiary or Affiliate,as a result of any such action.

7.9 Restrictions on Shares. Each Award made hereunder shall be subject to the requirement that if at any time the Company determines that the listing,registration or qualification of the Shares subject to such Award upon any securities exchange or under any law,or the consent or approval of any governmental body,or the taking of any other action is necessary or desirable as a condition of,or in connection with,the exercise or settlement of such Award or the delivery of Shares thereunder,such Award shall not be exercised orsettled and such Shares shall not be delivered unless such listing,registration,qualification,consent,approval or other action shall have been effected or obtained,free of any conditions not acceptable to the Company. The Company may require that certificates evidencing Shares delivered pursuant to any Award made hereunder bear a legend indicating that the sale,transfer or other disposition thereof by the holder is prohibited except in compliance with the Securities Act of 1933,as amended,and the rules and regulations thereunder.

7.10 Changes in Capital Structure. In the event that any extraordinary dividend or other distribution (whether in the form of cash,Shares,othersecurities,or other property),recapitalization,stock split,reverse stock split,reorganization,merger,consolidation,split-up,spin-off,combination,repurchase,change of control or exchange of Shares or other securities of the Company,or other corporate transaction or event (each a“Corporate Event”) affects the Shares,the Board shall,in such manner as it in good faith deems equitable,adjust any or all of (i) the number of Shares or other securities of the Company (or number and kind of othersecurities or property) with respect to which Awards may be granted,(ii) the number of Shares or othersecurities of the Company (or number and kind of othersecurities or property) subject to outstanding Awards,and (iii) the Exercise Price with respect to any Award,or make provision for an immediate cash payment to the holder of an outstanding Award in consideration for the cancellation of such Award.

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If the Company enters into or is or may become involved in any Corporate Event or a Change in Control,the Board shall,prior to such Corporate Event and effective upon such Corporate Event,take such action as it deems appropriate,including,but not limited to,replacing Awards with substitute awards in respect of the Shares,other securities or other property of the surviving corporation or any affiliate of the surviving corporation on such terms and conditions,as to the number of shares,pricing and otherwise,which shall substantially preserve the value,rights and benefitsof any affected Awards granted hereunder as of the date of the consummation of the Corporate Event or a Change in Control. Notwithstanding anything to the contrary in the Plan,if any Corporate Event or Change in Control occurs,the Company shall have the right,but not the obligation,to cancel each Participant’s Awards immediately prior to such Corporate Event and to pay to each affected Participant in connection with the cancellation of such Participant’s Awards,an amount equal that the Committee,in its sole discretion,in good faith determines to be the equivalent value of such Award (e.g.,in the case of an Option,the amount of the spread).

Upon receipt by any affected Participant of any such substitute awards (or payment) as a result of any such Corporate Event,such Participant’s affected Awards for which such substitute awards (or payment) were received shall be thereupon cancelled without the need for obtaining the consent of any such affected Participant. Any actions or determinations of the Committee under this Section 7.10 need not be uniform as to all outstanding Awards,nor treat all Participants identically.

7.11 Premature Grants. Any Award exercised by a person in California before stockholder approval is obtained shall be rescinded if stockholder approval is not obtained by the later of: (a) within twelve (12) months before or after the Plan is adopted; or (b) prior to or within twelve (12) months of the granting of any Option or issuance of any Share under the Plan in California. Such Shares shall not be counted in determining whether such approval is obtained.

7.12 Disclosure. The Company shall provide annual financial statements of the Company to each security holder holding an outstanding Award. Such financial statements need not be audited and need not be issued to key employees whose duties at the Company assure them access to equivalent information. This Section 7.12 shall not apply provided the Plan complies with all conditions of either an applicable registration on Form S-8 or Rule 701 of the Securities Act, provided that for purposes of determining such compliance, any registered domestic partner shall be considered a “family member” in addition to the manner in which that term is defined in Rule 701.

ARTICLE VIII
AMENDMENT, TERMINATION AND DURATION

8.1 Amendment, Suspension or Termination. The Board,in itssole discretion,may amend,suspend or terminate the Plan,or any part thereof,at any time and for any reason,subject to any requirement of stockholder approval required by applicable law,rule or regulation,including,without limitation,Section 162(m) of the Code and the rules of anystock exchange,if any,on which Sharesare primarilytraded;provided,however,the Board may amend the Plan and any Award Agreement,including without limitation retroactive amendments,without shareholder approval as necessary to avoid the imposition of any taxes under Section 409A of the Code. Subject to the preceding sentence,the amendment,suspension or termination of the Plan or any Award Agreement shall not,without the consent of the Participant,materially adversely alter or impair any rights or obligations under any Award theretofore granted to such Participant. No Award may be granted during any period of suspension or after termination of the Plan.

8.2 Duration of the Plan. The Plan shall,subject to Section 8.1,terminate ten years after adoption by the Board,unless earlier terminated by the Board and no further Awards shall be granted under the Plan. The termination of the Plan shall not affect any Awards granted prior to the termination of the Plan. No Award may be granted to a resident of California more than ten years after the earlier of the date of adoption of the Plan or the date the Plan is approved by the stockholders.

B-7

ARTICLE IX
LEGAL CONSTRUCTION

9.1 Gender and Number. Except where otherwise indicated by the context,any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

9.2 Severability. In the event any provision of the Plan or of any Award Agreement shall be held illegal or invalid for any reason,the illegality or invalidity shall not affect the remaining parts of the Plan or the Award Agreement,and the Plan and/or the Award Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.

9.3 Requirements of Law. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws,rules and regulations,and to such approvals by any governmental agencies or national securities exchanges as may be required. In particular, Awards issued under the Plan are intended to qualify for an exemption under Code Section 409A, and the Plan and associated Awards will be interpreted to that effect.

9.4 Governing Law. The Plan and all Award Agreements shall be construed In accordance with and governed by the laws of the State of Delaware,but without regard to its conflict of law provisions.

9.5 Captions. Captions are provided herein for convenience only,and shall not serve as a basis for interpretation or construction of the Plan.

9.6 Incentive Stock Options. Should any Option granted under this Plan be designated an “Incentive Stock Option,” but fail, for any reason, to meet the requirements of the Code for such a designation, then such Option shall be deemed to be a Non-Qualified Stock Option and shall be valid as such according to its terms.

B-8

EXHIBIT A

DEFINITIONS

The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:

“1934 Act” means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the 1934 Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

“Affiliate” means any entity, directly or indirectly, controlled by, controlling or under common control with the Company or any corporation or other entity acquiring, directly or indirectly, all or substantially all the assets and business of the Company, whether by operation of law or otherwise.

“Award” means, individually or collectively, a grant under the Plan of Nonqualified Stock Options, Incentive Stock Options or Restricted Stock.

“Award Agreement” means the written agreement setting forth the terms and conditions applicable to an Award or series of Awards.

“Board” means the Company’s Board of Directors, as constituted from time to time.

“Change in Control” means the occurrence of any of the following:

(a) An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) by any “Person” (as the term “person” is used for purposes of Section 13(d) or l4(d) of the Exchange Act), immediately after which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of the then-outstanding Shares or the combined voting power of the Company’s then-outstanding Voting Securities; PROVIDED, HOWEVER, that the following acquisitions of Shares or Voting Securities shall not constitute a Change in Control under clause (a): acquisitions by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Company or (B) any corporation or other Person the majority of the voting power, voting equity securities or equity interest of which is owned, directly or indirectly, by the Company (for purposes of this definition, a “Related Entity”), (ii) the Company or any Related Entity, or (iii) any Person in connection with a “Non-Control Transaction” (as hereinafter defined);

(b) The individuals who, as of immediately following the completion of the Effective Date, are members of the Board (the “Incumbent Board”), cease for any reason to constitute at least a majority of the members of the Board; PROVIDED, HOWEVER, that, if the election, or nomination for election by the Company’s common stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of the Plan, be considered a member of the Incumbent Board; and PROVIDED, FURTHER, HOWEVER, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a “Proxy Contest”), including by reason of any agreement intended to avoid or settle any Proxy Contest; or

B-9

(i) A merger, consolidation or reorganization (1) with or into the Company or a direct or indirect subsidiary of the Company or (2) in which securities of the Company are issued (a “Merger”), unless such Merger is a “Non-Control Transaction.” A “Non-Control Transaction” shall mean a Merger in which:

(A) the stockholders of the Company immediately before such Merger own directly or indirectly immediately following such Merger at least fifty percent (50%) of the combined voting power of the outstanding voting securities of (x) the surviving corporation, if there is no parent corporation of the surviving corporation or (y) if there is one or more than one parent corporation, the ultimate parent corporation; and

(B) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such Merger constitute at least a majority of the members of the board of directors of (x) the surviving corporation, if there is no parent corporation of the surviving corporation, or (y) if there is one or more than one parent corporation, the ultimate parent corporation;

(ii) A complete liquidation or dissolution of the Company; or

(iii) The sale or other disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any Person (other than (x) a transfer to a Related Entity, (y) a transfer under conditions that would constitute a Non-Control Transaction, with the disposition of assets being regarded as a Merger for this purpose or (z) the distribution to the Company’s stockholders of the stock of a Related Entity or any other assets).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the then outstanding Shares or Voting Securities as a result of the acquisition of Shares or Voting Securities by the Company which, by reducing the number of Shares or Voting Securities then outstanding, increases the proportional number of shares Beneficially Owned by the Subject Persons; PROVIDED that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Shares or Voting Securities by the Company and, after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Shares or Voting Securities and such Beneficial Ownership increases the percentage of the then outstanding Shares or Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.

“Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation or other guidance promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

“Committee” means the Board or a committee of the Board described in Article III.

“Employee” means an employee of the Company, a Related Company, a Subsidiary or an Affiliate (each an “Employer”) designated by the Committee. Notwithstanding anything to the contrary contained herein, the Committee may grant Awards to an individual who has been extended an offer of employment by the Company, a Related Company, a Subsidiary or an Affiliate; provided that any such Award shall be subject to forfeiture if such individual does not commence employment by a date established by the Committee.

“Exercise Price” means the price at which a Share subject to an Option may be purchased upon the exercise of the Option.

B-10

“Fair Market Value” on any date means (a) the closing price in the primary trading session for a Share on such date on the stock exchange, if any, on which Shares are primarily traded (or if no Shares were traded on such date, then on the most recent previous date on which any Shares were so traded), (b) if clause (a) is not applicable, the closing price of the Shares on such date on The Nasdaq Global Market at the close of the primary trading session (or if no Shares were traded on such date, then on the most recent previous date on which any Shares were so traded) or (c) if neither clause (a) nor clause (b) is applicable, the value of a Share for such date as established by the Committee, using any reasonable method of valuation.

“Grant Date” means the date that the Award is granted.

“Incentive Stock Option” means an Option that is designated as an Incentive Stock Option and is intended by the Committee to meet the requirements of Section 422 of the Code.

“Independent Contractor” means a person, employed by the Company for a specific task, study or project who is not an Employee, including an advisor or consultant who (i) is a natural person and (ii) provides bona fide services to the Company, its parents, its majority-owned subsidiaries or majority-owned subsidiaries of the Company’s parent; provided such services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the Company’s securities.

“Member of the Board” means an individual who is a member of the Board or of the board of directors of a Subsidiary or an Affiliate.

“Nonqualified Stock Option” means an Option that is not an Incentive Stock Option.

“Option” means an option to purchase Shares granted pursuant to Article V.

“Optionee” means a person to whom an Option has been granted under the Plan.

“Participant” means an Employee, Independent Contractor or Member of the Board with respect to whom an Award has been granted and remains outstanding.

“Period of Restriction” means the period during which Restricted Stock is subject to forfeiture and/or restrictions on transferability.

“Plan” means this iSign Solutions, Inc. 2011 Stock Compensation Plan, as set forth in this instrument and as hereafter amended from time to time.

“Related Company” means any person or entity that would be considered a single employer with the Company under Section 4l4(b) or (c) of the Code, provided that the language “at least 80 percent” as used in connection with the application of these provisions were replaced by “at least 50%.”

“Restricted Stock” means a grant pursuant to Article VI of one or more Shares subject to forfeiture upon such terms and conditions as specified in the relevant Award Agreement.

“Share” means the Company’s common stock, par value $0.01 per share, or any security issued by the Company or any successor in exchange or in substitution therefor.

“Subsidiary(ies)” means any corporation (other than the Company) in an unbroken chain of corporations, including and beginning with the Company, if each of such corporations, other than the last corporation in the unbroken chain, owns, directly or indirectly, more than fifty percent (50%) of the voting stock in one of the other corporations in such chain.

“Ten Percent Holder” means an Employee (together with persons whose stock ownership is attributed to the Employee pursuant to Section 424(d) of the Code) who, at the time an Option is granted, owns stock representing more than ten percent of the voting power of all classes of stock of the Company.

B-11

	VOTE BY INTERNET -www.proxyvote.com
*ISIGN SOLUTIONS INC., 2025 GATEWAY PLACE, SUITE 485* *SAN JOSE, CA 95110*		Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

	ELECTRONIC DELIVERY OF PROXY MATERIALS
		To reduce the costs incurred by our company in mailing proxy materials, all proxy statements and proxy cards are being sent electronically via e-mail to shareholders that have signed-up for electronic delivery. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. Our proxy statement and financial reports are also available for download on our website at isignnow.com/investor-relations.

	DELIVERY OF PROXY MATERIALS BY REGULAR MAIL
		Paper copies of our proxy materials are available by calling us on (650) 802-7888 or by sending a request via e-mail toir@isignnow.com.

	VOTE BY PHONE - 1-800-690-6903
		Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

	VOTE BY MAIL
		Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

	M79024-Z64078	KEEP THIS PORTION FOR YOUR RECORDS
		DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

ISIGN SOLUTIONS INC.

The Board of Directors recommends you vote FOR the following:

For

Withhold

For All

To Withhold authority to vote for any individual nominee(s), mark
“For All Except” and write the number(s) of the nominee(s) on the line below.

All

Except

Election of Directors

_______________________________________

Nominees:

1) Andrea Goren

4) Jeffrey Holtmeier

2) Stanley L. Gilbert

5) David Welch

3) Philip Sassower

6) Michael W. Engmann

7) Francis Elenio

The Board of Directors recommends you vote FOR proposals 2.

For

Against

Abstain

To consider and vote upon a proposal to increase the number of shares available for future grant in the Company’s 2011 Stock Compensation Plan.

To consider and vote on a proposal to approve an Amended and Restated Certificate of Incorporation to decrease the authorized shares of Common Stock and Preferred Stock.

To ratify the appointment of Armanino LLP as the Company’s independent auditors for the year ending December 31, 2015.

NOTE:The undersigned hereby revokes any proxy heretofore given with respect to such shares and confirms all that said proxy, or any of them, or any substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Proxy Card, when properly executed, will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, to the greatest extent permissible, this Proxy Card will be voted “FOR” (1) the election of all directors; (2) to increase the number of shares available for future grant in the Company’s 2011 Stock Compensation Plan and (4) to ratify the appointment of Armanino LLP as the Company’s independent auditors for the year ending December 31, 2016.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary , please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

~~G-2~~

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Annual Report and Notice and Proxy Statement are available atwww.proxyvote.com.

~~TABLE OF CONTENTS~~


	M79025-Z64078



	PROXY
	ISIGN SOLUTIONS INC. 2025 GATEWAY PLACE, SUITE 485
	SAN JOSE, CALIFORNIA 95110

	THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS ON DECEMBER ___, 2016.

	The undersigned does hereby appoint Andrea Goren and Mohammed Idris and each of them as agents and proxies of the undersigned, with full power of substitution, to represent and to vote, as designated on the reverse side, all the shares of Common Stock in connection with the proposals presented at the Company’s Annual Meeting of Stockholders to be held on December 30, 2016 at 1 p.m., local time, at the Company’s headquarters, 2025 Gateway Place, Suite 485, San Jose, California 95110, or any adjournment or postponement thereof, all as more fully described in the Notice of Annual Meeting of Stockholders and Proxy Statement dated December ___, 2015, available by request or on our website,www.isignnow.com/investor-relations, hereby revoking all proxies heretofore given with respect to such matters. The Board of Directors recommends a vote “FOR” each of the Proposals.

	Important Notice Regarding the Internet Availability of Proxy Materials for the 2016 Annual Meeting to be Held on December 30, 2016.The proxy materials for the Communication Intelligence Corporation 2016 Annual Meeting of Stockholders are available atwww.proxyvote.com. To view the proxy materials, please have your proxy card in hand when you access the website and follow the instructions to access the proxy materials.



	Continued and to be signed on reverse side

~~TABLE OF CONTENTS~~

☒	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

Payment of Filing Fee (Check the appropriate box):
☒	No fee required.
o ☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

o ☐	Fee paid previously with preliminary materials.
o ☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

	~~Very truly yours,~~


	~~Philip S. Sassower~~ ~~Co-Chairman and Chief Executive Officer~~

San Jose, California December 10, 2016	By Order of the Board of Directors

	Philip S. Sassower Co-Chairman and Chief Executive Officer

	~~Page~~
~~SPECIAL MEETING~~		1

~~BACKGROUND FOR OUR PROPOSALS~~		7

PROPOSAL 1 — APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF OUR COMMON STOCK IN A RANGE OF NOT LESS THAN 1-FOR-750 AND NOT MORE THAN 1-FOR-1,250		16

PROPOSAL 2 — APPROVAL OF AN AMENDMENT TO OUR THIRD AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF THE SERIES A-1 CUMULATIVE CONVERTIBLE PREFERRED STOCK TO, AMONG OTHER THINGS, (A) AUTOMATICALLY CONVERT EACH SHARE OF SERIES A-1 CUMULATIVE CONVERTIBLE PREFERRED STOCK (THE “SERIES A-1 PREFERRED STOCK”) INTO SHARES OF COMMON STOCK UPON THE CLOSING OF A FIRM-COMMITMENT UNDERWRITTEN PUBLIC OFFERING OF SHARES OF OUR COMMON STOCK AT A PRICE PER SHARE OF NOT LESS THAN $4.00 WHICH PROVIDES AT LEAST $8 MILLION IN GROSS PROCEEDS TO THE COMPANY AND (B) REDUCE THE CONVERSION PRICE OF OUR SERIES A-1 PREFERRED STOCK		22

PROPOSAL 3 — APPROVAL OF AN AMENDMENT TO OUR SECOND AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF THE SERIES B PARTICIPATING CONVERTIBLE PREFERRED STOCK TO (A) AUTOMATICALLY CONVERT EACH SHARE OF SERIES B PARTICIPATING CONVERTIBLE PREFERRED STOCK (THE “SERIES B PREFERRED STOCK”) INTO SHARES OF COMMON STOCK UPON THE CLOSING OF A FIRM-COMMITMENT UNDERWRITTEN PUBLIC OFFERING OF SHARES OF OUR COMMON STOCK AT A PRICE PER SHARE OF NOT LESS THAN $4.00 WHICH PROVIDES AT LEAST $8 MILLION IN GROSS PROCEEDS TO THE COMPANY AND (B) REDUCE THE CONVERSION PRICE OF OUR SERIES B PREFERRED STOCK		25

PROPOSAL 4 — APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF THE SERIES C PARTICIPATING CONVERTIBLE PREFERRED STOCK TO, AMONG OTHER THINGS, (A) AUTOMATICALLY CONVERT EACH SHARE OF SERIES C PARTICIPATING CONVERTIBLE PREFERRED STOCK (THE “SERIES C PREFERRED STOCK”) INTO SHARES OF COMMON STOCK UPON THE CLOSING OF A FIRM-COMMITMENT UNDERWRITTEN PUBLIC OFFERING OF SHARES OF OUR COMMON STOCK AT A PRICE PER SHARE OF NOT LESS THAN $4.00 WHICH PROVIDES AT LEAST $8 MILLION IN GROSS PROCEEDS TO THE COMPANY AND (B) REDUCE THE CONVERSION PRICE OF OUR SERIES C PREFERRED STOCK		28

PROPOSAL 5 — APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF DESIGNATION OF THE SERIES D CONVERTIBLE PREFERRED STOCK TO, AMONG OTHER THINGS, (A) AUTOMATICALLY CONVERT EACH SHARE OF SERIES CONVERTIBLE D-1 PREFERRED STOCK (THE “SERIES D-1 PREFERRED STOCK”) INTO SHARES OF COMMON STOCK UPON THE CLOSING OF A FIRM-COMMITMENT UNDERWRITTEN PUBLIC OFFERING OF SHARES OF OUR COMMON STOCK AT A PRICE PER SHARE OF NOT LESS THAN $4.00 WHICH PROVIDES AT LEAST $8 MILLION IN GROSS PROCEEDS TO THE COMPANY AND (B) REDUCE THE CONVERSION PRICE OF OUR SERIES D-1 PREFERRED STOCK		31

	~~Page~~
PROPOSAL 6 — APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF DESIGNATION OF THE SERIES D CONVERTIBLE PREFERRED STOCK TO, AMONG OTHER THINGS, (A) AUTOMATICALLY CONVERT EACH SHARE OF SERIES CONVERTIBLE D-2 PREFERRED STOCK (THE “SERIES D-2 PREFERRED STOCK”) INTO SHARES OF COMMON STOCK UPON THE CLOSING OF A FIRM-COMMITMENT UNDERWRITTEN PUBLIC OFFERING OF SHARES OF OUR COMMON STOCK AT A PRICE PER SHARE OF NOT LESS THAN $4.00 WHICH PROVIDES AT LEAST $8 MILLION IN GROSS PROCEEDS TO THE COMPANY AND (B) REDUCE THE CONVERSION PRICE OF OUR SERIES D-2 PREFERRED STOCK		35

PROPOSAL 7 — ADOPT A SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION WHICH WILL INTEGRATE THE THEN-IN-EFFECT PROVISIONS OF OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND FURTHER AMEND THOSE PROVISIONS BY, AMONG OTHER THINGS, DECREASING OUR AUTHORIZED COMMON STOCK AND PREFERRED STOCK		39

PROPOSAL 8 — ADJOURN THE SPECIAL MEETING, IF NECESSARY OR ADVISABLE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE ONE OR MORE OF PROPOSALS 1, 2, 3, 4, 5, 6 AND 7		41

~~MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE SPLIT AND PROPOSALS 2, 3, 4, 5 AND 6~~		42

~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~		45

~~ANNUAL REPORT; INCORPORATION BY REFERENCE~~		50

~~FORWARD-LOOKING STATEMENTS~~		50

~~WHERE YOU CAN FIND MORE INFORMATION~~		51

~~OTHER MATTERS~~		51

~~APPENDICES~~

~~APPENDIX A — CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ISIGN SOLUTIONS INC. TO EFFECT A REVERSE STOCK SPLIT OF OUR COMMON STOCK~~		~~A-1~~

APPENDIX B — CERTIFICATE OF AMENDMENT OF THE THIRD AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF THE SERIES A-1 CUMULATIVE CONVERTIBLE PREFERRED STOCK OF ISIGN SOLUTIONS INC. TO AUTOMATICALLY CONVERT SERIES A-1 PREFERRED STOCK AND REDUCE ITS CONVERSION PRICE		~~B-1~~

APPENDIX C — CERTIFICATE OF AMENDMENT OF THE SECOND AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF THE SERIES B PARTICIPATING CONVERTIBLE PREFERRED STOCK OF ISIGN SOLUTIONS INC. TO AUTOMATICALLY CONVERT SERIES B PREFERRED STOCK AND REDUCE ITS CONVERSION PRICE		~~C-1~~

Reverse Stock Split Ratio	Outstanding Shares of Common Stock Prior to the Reverse Stock Split		Approximate Number of Outstanding Shares of Common Stock After the Reverse Stock Split
1-for-750		234,307,542		312,410
1-for-800		234,307,542		292,884
1-for-900		234,307,542		260,342
1-for-1,000		234,307,542		234,308
1-for-1,100		234,307,542		213,007
1-for-1,200		234,307,542		195,256
1-for-1,250		234,307,542		187,446

Class of Securities	Estimated		Percentage			Pro Forma		Percentage
Common Stock		234,307,542		18.251	%		234,307,542		5.060	%
Common Stock Issuable Upon Conversion of:
Series A-1 Preferred Stock		6,767,028		0.527	%		60,925,016		1.316	%
Series B Preferred Stock		312,103,093		24.311	%		1,304,091,321		28.160	%
Series C Preferred Stock		244,056,000		19.011	%		706,725,869		15.261	%
Series D-1 Preferred Stock		358,952,400		27.960	%		1,394,892,746		30.121	%
Series D-2 Preferred Stock		127,606,960		9.940	%		930,079,883		20.084	%

	Common Stock					Series A-1 Cumulative Preferred Stock					Series B Participating Convertible Preferred Stock					Series C Participating Convertible Preferred Stock					Series D-1 Convertible Preferred Stock					Series D-2 Convertible Preferred Stock
Name of Beneficial Owner	Number of Shares (1)		Percent Of Class (1)			Number of Shares (2)		Percent of Class (2)			Number of Shares (3)		Percent Of Class (3)			Number of Shares (4)		Percent of Class (4)			Number of Shares (5)		Percent Of Class (5)			Number of Shares (6)		Percent Of Class (6)
Philip S. Sassower (8)		442,002,060		71.7	%		—		—			7,606,578		57.7	%		2,301,713		43.0	%		1,466,787		10.4	%		198,504		2.5	%
Andrea Goren (9)		410,343,671		69.8	%		—		—			7,640,025		57.9	%		2,264,858		42.3	%		1,039,762		7.4	%		107,337		1.7	%
Stanley Gilbert (10)		54,346,846		19.5	%		—		—			167,235		1.3	%		475,654		8.9	%		144,500		1.8	%		153,580		2.5	%
Jeffrey Holtmeier (11)		2,423,540		1.0	%		—		—			—		—			—		—			—		—			29,497			*
David E. Welch (12)		1,890,272			*		—		—			—		—			—		—			—		—			—		—
Michael W. Engmann (13)		227,524,729		50.1	%		553,208		59.6	%		631,457		4.8	%		163,251		3.0	%		2,291,788		16.3	%		304,115		4.9	%
Francis Elenio (14)		—			*		—		—			—		—			—		—			—		—			—		—
William Keiper (15)		26,927,933		10.3	%		—		—			—		—			299,850		5.6	%		—		—			—		—

All directors and executive officers as a group (8 persons) (16)		772,061,316		83.1	%		553,208		59.6	%		8,438,717		64.0	%		3,258,206		60.8	%		3,992,023		28.3	%		689,926		11.1	%

5% Shareholders
Phoenix Venture Fund LLC (17)		393,397,796		68.9	%		—		—			7,606,578		57.7	%		2,247,120		42.0	%		—		—			—		—

	Pro Forma Common Stock Beneficially Owned
Name of Beneficial Owner	Number of Shares (7)		Percent of Class
Philip S. Sassower (8)		1,406,888		34.5	%
Andrea Goren (9)		1,308,337		32.8	%
Stanley Gilbert (10)		144,539		5.0	%
Jeffrey Holtmeier (11)		5,630			*
David E. Welch (12)		236,198			*
Michael W. Engmann (13)		651,424		19.3	%
Francis Elenio (14)		—		—
William Keiper (15)		52,192		1.9	%

All directors and executive officers as a group (8 persons) (16)		2,424,082		45.2	%

5% Shareholders
Phoenix Venture Fund LLC (17)		1,275,503		32.3	%

	Philip Sassower		SG Phoenix Ventures LLC		SG Phoenix LLC		Phoenix Venture Fund		Phoenix Enterprises Family Fund LLC		Phoenix Banner Holdings		Total
Common Shares		2,555,556				2,792,494		54,110,056						59,458,106
Stock Options		8,500,800												8,500,800
Series B Preferred Stock As If Converted to Common Stock								175,671,637						175,671,637
Series C Preferred Stock As If Converted to Common Stock								99,871,900		2,426,353				102,298,253
Series D-1 Preferred Stock As If Converted to Common Stock		22,932,110										42,258,358		65,190,468
Series D-2 Preferred Stock As If Converted to Common Stock		1,907,940										2,062,140		3,970,080
Warrants		10,281,505		3,000,000				—				13,631,211		26,912,716
Total		46,177,911		3,000,000		2,792,494		329,653,593		2,426,353		57,951,709		442,002,060

	Andrea Goren		Andax, LLC		SG Phoenix LLC		Phoenix Venture Fund		Phoenix Banner Holdings		Total
Common Shares		19,000				2,792,494		54,110,056				56,921,550
Stock Options		10,200,960										10,200,960
Series B Preferred Stock As If Converted to Common Stock				772,448				175,671,637				176,444,085
Series C Preferred Stock As If Converted to Common Stock				788,355				99,871,900				100,660,255
Series D-1 Preferred Stock As If Converted to Common Stock				3,953,240						42,258,358		46,211,598
Series D-2 Preferred Stock As If Converted to Common Stock				84,600						2,062,140		2,146,740
Warrants				1,127,272		3,000,000		—		13,631,211		17,758,483
Total		10,219,960		6,725,915		5,792,494		329,653,593		57,951,709		410,343,671

	Stanley Gilbert		Stanley Gilbert PC		Galaxy LLC		Mrs. Gilbert		Total
Common Shares		6,018,176		28,485		1,783,035		2,147,117		9,976,813
Stock Options		1,833,600								1,833,600
Series B Preferred Stock As If Converted to Common Stock		3,862,242								3,862,242
Series C Preferred Stock As If Converted to Common Stock		21,139,966								21,139,966
Series D-1 Preferred Stock As If Converted to Common Stock		6,422,222								6,422,222
Series D-2 Preferred Stock As If Converted to Common Stock		3,071,600								3,071,600
Warrants		8,040,402								8,040,402
Total		50,388,208		28,485		1,783,035		2,147,117		54,346,845

	Michael Engmann		MDNH Partners, LP		KENDU Partners Company		Total
Common Shares		2,461,716		4,041,140		1,243,564		7,746,420
Stock Options
Series A-1 Preferred Stock As If Converted to Common Stock		2,123,013		1,828,497		—		3,951,510
Series B Preferred Stock As If Converted to Common Stock		2,816,006		11,767,304		—		14,583,310
Series C Preferred Stock As If Converted to Common Stock		151,865		7,103,726		—		7,255,591
Series D-1 Preferred Stock As If Converted to Common Stock		101,857,244		—		—		101,857,244
Series D-2 Preferred Stock As If Converted to Common Stock		6,082,300		—		—		6,082,300
Warrants		86,048,354		—		—		86,048,354
Total		201,540,498		24,740,667		1,243,564		227,524,729

	Phoenix Venture Fund LLC		SG Phoenix Ventures LLC		Phoenix Banner Holdings		Total
Common Shares		54,110,056		2,792,492				56,902,550
Stock Options		—
Series B Preferred Stock As If Converted to Common Stock		175,671,637						175,671,637
Series C Preferred Stock As If Converted to Common Stock		99,871,900						99,871,900
Series D-1 Preferred Stock As If Converted to Common Stock						42,258,358		42,258,358
Series D-2 Preferred Stock As If Converted to Common Stock						2,062,140		2,062,140
Warrants		—		3,000,000		13,631,211		16,631,211
Total		329,653,593		5,792,494		57,951,709		393,397,796