Exhibit 10.22


 


THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF
UNDER SUCH ACT OR OTHERWISE IN ACCORDANCE WITH APPLICABLE LAW.


 


WARRANT TO PURCHASE STOCK


 


	
  Company:

  	
  Tangoe, Inc.,
  a Delaware corporation

  
	
  Number
  of Shares:

  	
  850,000,
  subject to adjustment

  
	
  Class of
  Stock:

  	
  Series F
  Convertible Preferred Stock, $.0001 par value

  
	
  Initial
  Exercise Price:

  	
  $1.1776
  per share, subject to adjustment

  
	
  Issue
  Date:

  	
  July 28,
  2008

  
	
  Expiration
  Date:

  	
  July 28,
  2015

  



 


THIS
WARRANT CERTIFIES THAT, for value received, receipt of which is hereby
acknowledged, ORIX Venture Finance LLC (“Holder”) is entitled to purchase the
number of fully paid and nonassessable shares of the Class of Stock (the “Shares”)
of Tangoe, Inc., a Delaware corporation (the “Company”), having a
principal place of business located at 35 Executive Boulevard, Orange,
Connecticut 06477, at the initial exercise price per Share (the “Warrant Price”)
set forth above, as constituted on the date hereof and as adjusted pursuant to
the other terms of this Warrant, subject to the provisions and upon the terms
and conditions set forth in this Warrant. This Warrant is being issued pursuant
to a First Amendment to Loan and Security Agreement between the Company and
Holder dated as of July 28, 2008 (the “Loan Agreement”) (Capitalized terms
used herein, which are not defined, shall have the meanings set forth in the Loan
Agreement.)


 


ARTICLE
1.  SHARES; EXERCISE.


 


1.1          Number of Shares.  The number of Shares initially subject to
this Warrant shall initially be the number of Shares set forth above.


 


1.2          Method of Exercise.  Holder may exercise this Warrant by
delivering (including a facsimile transmission) a duly executed Notice of
Exercise in substantially the form attached as Appendix 1 to the principal
office of the Company.  Unless Holder is
exercising the conversion right set forth in Section 1.3, Holder shall
also deliver to the Company the aggregate Warrant Price for the Shares being
purchased (i) by wire transfer or by check, or (ii) by notice of
cancellation of indebtedness of the Company to Holder, or (iii) a
combination of (i) or (ii).


 


1.3          Conversion Right.  In lieu of exercising this Warrant as
specified in Section 1.2, Holder may from time to time convert this
Warrant, in whole or in part, into a number of Shares determined by dividing (a) the
aggregate fair market value of the Shares or other securities otherwise
issuable upon the proposed whole or partial exercise of this Warrant minus the


 

















 


aggregate
Warrant Price of such Shares by (b) the fair market value of one Share.
The fair market value of the Shares shall be determined pursuant to Section 1.6
below.


 


1.4          Effective Date of Exercise.  This Warrant shall be deemed to have been
exercised immediately prior to the close of business on the date of its
surrender for exercise as provided above. The person entitled to receive the
Shares issuable upon exercise of this Warrant shall be treated for all purposes
as the holder of record of such shares as of the close of business on the date
the Holder is deemed to have exercised this Warrant.


 


1.5          No Rights of Shareholder. This
Warrant does not entitle Holder to any voting rights as a shareholder of the
Company prior to the exercise hereof. Upon exercise hereof, as set forth
herein, the Holder shall be deemed to be a shareholder of the Company holding
the number of shares as to which this Warrant has been exercised on the date
the Notice of Exercise in substantially the form attached as Appendix 1 has
been delivered to the principal office of the Company with any payment or other
documents called for by the terms hereof.


 


1.6          Fair Market Value. If the
Shares are traded in a public market, the fair market value of the Shares shall
be the closing price of the Shares (or the closing price of the Company’s stock
into which the Shares are convertible) reported for the business day
immediately before Holder delivers its Notice of Exercise to the Company.  If the Shares are not traded in a public
market, the Board of Directors of the Company shall determine fair market value
in its reasonable good faith judgment. 
The foregoing notwithstanding, if Holder advises the Board of Directors
in writing that Holder disagrees with such determination, then the Company and
Holder shall promptly agree upon a reputable investment banking firm to
undertake such valuation.  If the Company
and Holder are unable to agree on such investment banking firm, then the Holder
shall select three reputable investment banking firms, and from those three
firms the Company shall select one to undertake such valuation. If the
valuation of such investment banking firm is greater than that determined by
the Board of Directors, then all fees and expenses of such investment banking
firm shall be paid by the Company. In all other circumstances, such fees and
expenses shall be paid by Holder.


 


1.7          Delivery of Certificate and New
Warrant.  Promptly after Holder exercises
or converts this Warrant, the Company shall deliver to Holder certificates for
the Shares acquired and, if this Warrant has not been fully exercised or
converted and has not expired, a new Warrant representing the Shares not so
acquired shall be delivered to Holder.


 


1.8          Replacement of Warrants. On
receipt of an affidavit of an officer of the Holder of the loss, theft,
destruction or mutilation of this Warrant and, in the case of loss, theft or
destruction, on delivery of an indemnity agreement reasonably satisfactory in
form and amount to the Company or, in the case of mutilation, on surrender and
cancellation of this Warrant, the Company at its expense shall execute and
deliver, in lieu of this Warrant, a new warrant of like tenor.


 


1.9          Acquisition of the Company.
Upon the closing of any Acquisition the successor entity shall assume the
obligations of this Warrant, and this Warrant shall be exercisable for the same
securities, cash, and property as would be payable for the Shares issuable upon
exercise of the unexercised portion of this Warrant as if such Shares were
outstanding on the record date for


 

















 


the
Acquisition and subsequent closing. The Warrant Price shall be adjusted
accordingly. As used herein, “Acquisition” means any sale, license, or other
disposition of all or substantially all of the assets of the Company, or any
reorganization, sale of stock, consolidation, or merger of the Company in which
the holders of the Company’s voting securities before the transaction (for such
purpose treating all outstanding options and warrants to purchase voting
securities of the Company as having been exercised and treating all outstanding
debt and equity securities convertible into voting securities of the Company as
having been converted) beneficially own less than 50% of the outstanding voting
securities of the surviving entity after the transaction.


 


1.10
Automatic Exercise Prior to Expiration. To the extent this Warrant is
not previously exercised as to all of the Shares subject hereto, and if the fair
market value of one Share is greater than the Warrant Price then in effect,
this Warrant shall be deemed automatically exercised pursuant to Section 1.3
above (even if not surrendered) immediately before its expiration date as set
forth in this Warrant. For purposes of such automatic exercise, the fair market
value of one Share upon such expiration shall be determined pursuant to Section 1.6
above. To the extent this Warrant or any portion thereof is deemed
automatically exercised pursuant to this Section, the Company agrees to
promptly notify the holder hereof of the number of Shares, if any, the holder
hereof is to receive by reason of such automatic exercise.


 


ARTICLE
2.  ADJUSTMENTS TO THE SHARES.


 


2.1          Stock Dividends, Splits, Etc.  If the Company declares or pays a dividend on
its Stock payable in Common Stock or other securities, or subdivides the
outstanding Stock into a greater amount of Stock, then upon exercise of this
Warrant, for each Share acquired, Holder shall receive, without cost to Holder,
the total number and kind of securities to which Holder would have been
entitled had Holder owned the Shares of record as of the date the dividend or
subdivision occurred.


 


2.2          Reclassification, Exchange or
Substitution.  Upon any
reclassification, exchange, substitution, or other event that results in a
change of the number and/or class of the securities issuable upon exercise or
conversion of this Warrant, Holder shall be entitled to receive, upon exercise
or conversion of this Warrant, the number and kind of securities and property
that Holder would have received for the Shares if this Warrant had been
exercised immediately before such reclassification, exchange, substitution, or
other event.  Such an event shall include
any automatic conversion of the outstanding or issuable securities of the
Company of the same class or series as the Shares to Common Stock pursuant to
the terms of the Company’s Articles or Certificate of Incorporation upon the
closing of a registered public offering of the Company’s Common Stock.  After the occurrence of such an event, the
Company or its successor shall promptly issue to Holder a new Warrant for such
new securities or other property.  The
new Warrant shall provide for adjustments which shall be as nearly equivalent
as may be practicable to the adjustments provided for in this Article 2
including, without limitation, adjustments to the Warrant Price and to the
number of securities or property issuable upon exercise of the new Warrant. The
provisions of this Section 2.2 shall similarly apply to successive
reclassifications, exchanges, substitutions, or other events.


 

















 


2.3          Adjustments for Combinations, Etc.  If the outstanding Shares are combined or
consolidated, by reclassification or otherwise, into a lesser number of shares,
the Warrant Price shall be proportionately increased.


 


2.4          Price Adjustment. If the
Company issues additional common shares (including shares of Common Stock
ultimately issuable upon conversion of a security convertible into Common
Stock) after the date of the Warrant and the consideration per additional
common share is less than the Warrant Price in effect immediately before such
issue, the price at which the Shares are converted to Common Stock shall be
adjusted in accordance with the treatment of the series of securities of which
the Shares are part under the Company’s Certificate of Incorporation.


 


2.5          No Impairment. The Company
shall not, by amendment of its Articles or Certificate of Incorporation or
through a reorganization, transfer of assets, consolidation, merger,
dissolution, issue, or sale of securities or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the terms to be
observed or performed under this Warrant by the Company, but shall at all times
in good faith assist in carrying out of all the provisions of this Article 2
and in taking all such action as may be necessary or appropriate to protect
Holder’s rights under this Article against impairment.


 


2.6          Fractional Shares. No
fractional Shares shall be issuable upon exercise or conversion of the Warrant
and the number of Shares to be issued shall be rounded down to the nearest
whole Share.  If a fractional share
interest arises upon any exercise or conversion of the Warrant, the Company
shall eliminate such fractional share interest by paying Holder a cash amount
computed by multiplying the fractional interest by the fair market value of a
full Share.


 


2.7          Certificate as to Adjustments;
Other Adjustments.  Upon each
adjustment of the Warrant Price, the Company at its expense shall promptly
compute such adjustment, and furnish Holder with a certificate of its Chief
Financial Officer setting forth such adjustment and the facts upon which such
adjustment is based. The Company shall, upon written request, furnish Holder a
certificate setting forth the Warrant Price in effect upon the date thereof and
the series of adjustments leading to such Warrant Price.  If any change in the outstanding securities
of the Company or any other event occurs, as to which the other provisions of
this Article 2 are not strictly applicable, or if strictly applicable
would not fairly protect the purchase rights of the Holder in accordance with
such provisions, then the Board of Directors of the Company shall make an
adjustment in the number and class of shares subject to this Warrant, the
Warrant Price or the application of such provisions, so as to protect such
purchase rights as aforesaid and to give the Holder, upon exercise for the same
aggregate Warrant Price, the total number, class and kind of securities as it
would have owned had the Warrant been exercised prior to the event and had it
continued to hold such securities until after the event requiring the
adjustment.


 


ARTICLE
3.  REPRESENTATIONS AND COVENANTS OF THE
COMPANY.


 


3.1          Representations and Warranties.
The Company hereby represents and warrants to the Holder as follows:


 

















 


(a)           The initial Warrant Price hereunder
is not greater than the price per share at which the Shares were last issued in
an arm’s length transaction in  which
at least $500,000 of the Shares were sold.


 


(b)           All Shares which may be issued upon
the exercise of the purchase right represented by this Warrant, and all
securities, if any, issuable upon conversion of the Shares, shall, upon
issuance, be duly authorized, validly issued, fully paid and nonassessable, and
free of any liens and encumbrances except for restrictions on transfer provided
for herein or under applicable federal and state securities laws. The Company
shall, at all times, reserve a sufficient number of Shares and of shares of
Common Stock for issuance upon Holder’s exercise of its rights hereunder and
conversion of the Shares.


 


(c)           The Capitalization Table attached
hereto as Exhibit A is true and complete as of the Issue Date.


 


3.2          Notice of Certain Events.  If the Company proposes at any time (a) to
declare any dividend or distribution upon its Common Stock, whether in cash,
property, stock, or other securities and whether or not a regular cash
dividend; (b) to offer for subscription pro rata to the holders of any
class or series of its stock any additional shares of stock of any class or
series or other rights; (c) to effect any reclassification or
recapitalization of Common Stock; (d) to merge or consolidate with or into
any other corporation, or sell, lease, license, or convey all or substantially
all of its assets, or to liquidate, dissolve or wind up; or (e) offer
holders of registration rights the opportunity to participate in an
underwritten public offering of the company’s securities for cash, then, in
connection with each such event, the Company shall give Holder (1) at
least 30 days prior written notice of the date on which a record will be taken
for such dividend, distribution, or subscription rights (and specifying the
date on which the holders of Common Stock will be entitled thereto) or for
determining rights to vote, if any, in respect of the matters referred to in (a) and
(b) above; (2) in the case of the matters referred to in (c) and
(d) above at least 10 days prior written notice of the date when the same
will take place (and specifying the date on which the holders of Common Stock
will be entitled to exchange their Common Stock for securities or other
property deliverable upon the occurrence of such event); and (3) in the
case of the matter referred to in (e) above, the same notice as is given
to the holders of such registration rights; provided that in the case of the
matters referred to in (d) above, Holder shall treat such notice as
confidential information and shall not divulge it to any person or entity other
than its attorneys or accountants or otherwise as required by applicable law.


 


3.3          Information Rights.  So long as the Holder holds this Warrant
and/or any of the Shares, the Company shall deliver to the Holder (a) promptly
after mailing, copies of all notices or other written communications to the
shareholders of the Company, (b) within 150 days after the end of each
fiscal year of the Company, an accountant-reviewed year end financial statement
and certified by an Officer of the Company, (c) within forty-five (45)
days after the end of each fiscal quarter of the Company, a Company-prepared
quarterly financial statement of the Company (provided the same are required to
be delivered to shareholders of the same class of stock that this Warrant is
exercisable for), and (d) within thirty (30) days after the end of each
month, a Company-prepared monthly financial statement of the Company (provided
the same are


 

















 


required
to be delivered to shareholders of the same class of stock that this Warrant is
exercisable for).


 


3.4          Registration Under Securities Act
of 1933, as amended. The Company agrees that with respect to the Shares or,
if the Shares are convertible into Common Stock of the Company, such Common
Stock, Holder shall have incidental, or “Piggyback,” and S-3 registration
rights pursuant to and as set forth in the Company’s Seventh Amended and
Restated Investor Rights Agreement dated March 9, 2007, as the same is in
effect on the date hereof. In the event of any subsequent changes to said
Agreement which would be advantageous to the Holder’s registration rights, the
Holder shall have the benefit of such changes, but no changes to said Agreement
which would be less advantageous to the Holder with respect to such registration
rights shall be binding on the Holder.


 


ARTICLE
4.  REPRESENTATIONS, WARRANTIES OF THE
HOLDER.  The  Holder represents and warrants to the Company
as follows:


 


4.1          Purchase for Own Account.  Except for transfers to Holder’s affiliates,
this Warrant and the securities to be acquired upon exercise of this Warrant by
the Holder will be acquired for investment for the Holder’s account, not as a
nominee or agent, and not with a view to the public resale or distribution
within the meaning of the 1933 Act, and the Holder has no present intention of
selling, granting any participation in, or otherwise distributing the
same.  The Holder also represents that
the Holder has not been formed for the specific purpose of acquiring this
Warrant or the Shares.


 


4.2          Disclosure of Information.  The Holder has received or has had full
access to all the information it considers necessary or appropriate to make an
informed investment decision with respect to the acquisition of this Warrant
and its underlying securities.  The
Holder further has had an opportunity to ask questions and receive answers from
the Company regarding the terms and conditions of the offering of this Warrant
and its underlying securities and to obtain additional information (to the
extent the Company possessed such information or could acquire it without
unreasonable effort or expense) necessary to verify any information furnished
to the Holder or to which the Holder has access.


 


4.3          Investment Experience. The
Holder:  (i) has experience as an
investor in securities and acknowledges that the Holder is able to fend for
itself, can bear the economic risk of the Holder’s investment in this Warrant
and its underlying securities and has such knowledge and experience in
financial or business matters that the Holder is capable of evaluating the
merits and risks of its investment in this Warrant and its underlying
securities and/or (ii) has a preexisting personal or business relationship
with the Company and certain of its officers, directors or controlling persons
of a nature and duration that enables the Holder to be aware of the character,
business acumen and financial circumstances of such persons.


 


4.4          Accredited Investor Status.  The Holder is an “accredited investor” within
the meaning of Regulation D promulgated under the 1933 Act.


 

















 


ARTICLE 5.  MISCELLANEOUS


 


5.1          Term.  This Warrant is exercisable, in whole or in
part, at any time and from time to time on or before the Expiration Date set
forth above.


 


5.2          Legends.  This Warrant and the Shares (and the securities
issuable, directly or indirectly, upon conversion of the Shares, if any) shall
be imprinted with a legend in substantially the following form:


 


THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION THEREOF UNDER SUCH ACT OR AS PERMITTED UNDER APPLICABLE LAW.


 


5.3          Compliance with Securities Laws on
Transfer.  This Warrant and the
Shares issuable upon exercise of this Warrant (and the securities issuable,
directly or indirectly, upon conversion of the Shares, if any) may not be
transferred or assigned in whole or in part without compliance with
applicable federal and state securities laws by the transferor and the
transferee.


 


5.4          Transfer Procedure.  Subject to the provisions of Section 5.2,
Holder may transfer all or part of this Warrant or the Shares issuable upon
exercise of this Warrant (or the securities issuable, directly or indirectly,
upon conversion of the Shares, if any) by giving the Company notice of the
portion of the Warrant being transferred setting forth the name, address and
taxpayer identification number of the transferee and surrendering this Warrant
to the Company for reissuance to the transferee(s) (and Holder if applicable).


 


5.5          Notices.  All notices and other communications from the
Company to the Holder, or vice versa, shall be deemed delivered and effective
when given personally or mailed by first-class registered or certified mail,
postage prepaid, to such address as may have been furnished to the Company or
the Holder, as the case may be, in writing by the Company or the Holder from
time to time.


 


5.6          Waiver: Amendment. This Warrant
and any term hereof may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against which enforcement of such
change, waiver, discharge or termination is sought.


 


5.7          Issue Tax.  The issuance of the securities subject to
this Warrant shall be made without charge to the Holder for any issue tax
(other than applicable income taxes) in respect thereof.


 


5.8          Attorneys Fees.  In the event of any dispute between the
parties concerning the terms and provisions of this Warrant, the party
prevailing in such dispute shall be entitled to collect from the other party
all costs reasonably incurred in such dispute, including reasonable attorneys’
fees.


 

















 


5.9          Governing Law. This Warrant and
all acts, transactions, disputes and controversies arising hereunder or
relating hereto, and all rights and obligations of Holder and Company shall be
governed by, and construed in accordance with the internal laws (and not the
conflict of laws rules) of the State of Delaware.


 


	
   

  	
   

  
	
   

  	
  TANGOE,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By
  

  	
  /s/ Albert R. Subbloie

  
	
   

  	
  Title

  	
  President & CEO

  
	
  Holder:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ORIX Finance Equity Investors,
  LP

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  ORIX  Finance
  Corp., its General Partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Christopher L. Smith

  	
   

  	
   

  
	
   

  	
  Name: 
  Christopher L. Smith

  	
   

  	
   

  
	
   

  	
  Title: 
  Managing Director

  	
   

  	
   

  



 

















 


APPENDIX 1


 


NOTICE OF EXERCISE


 


1.             The undersigned hereby elects to
purchase            shares of
the Series             
Preferred Stock of [Company] pursuant to the terms of the attached Warrant, and
tenders herewith payment of the purchase price of such shares in full.


 


1.             The undersigned hereby elects to
convert the attached Warrant into Shares in the manner specified in the
Warrant. This conversion is exercised with respect to                             
of the Shares covered by the Warrant.


 


[Strike paragraph that does not apply.]


 


2.             Please issue a certificate or
certificates representing said shares in the name of the undersigned or in such
other name as is specified below:


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


3.             The undersigned represents it is
acquiring the Shares solely for its own account and not as a nominee for any other
party and not with a view toward the resale or distribution thereof except in
compliance with applicable securities laws.


 


	
   

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date

  



 















 


Exhibit A


 


Capitalization Table


 


TANGOE, INC.


CAP TABLE


AS OF JULY 28, 2008


 


	
   

  	
   

  	
  Issued and Outstanding Stock

  	
   

  
	
  Shareholder

  	
   

  	
  Common Stock

  	
   

  	
  Series A

  Preferred

  	
   

  	
  Series B

  Preferred

  	
   

  	
  Series C

  Preferred

  	
   

  	
  Series D

  Preferred

  	
   

  	
  Series D1

  Preferred

  	
   

  	
  Series E

  Preferred

  	
   

  	
  Series F

  Preferred

  	
   

  	
  Series 1

  Preferred

  	
   

  	
  Series 2

  Preferred

  	
   

  	
  Total

  	
   

  
	
  Edison Venture

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  8,170,464

  	
   

  	
  3,823,724

  	
   

  	
  2,745,387

  	
   

  	
  1,568,800

  	
   

  	
  1,331,081

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  17,639,456

  	
   

  
	
  Sevin Rosen

  	
   

  	
  273,633

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  10,030,279

  	
   

  	
  2,131,564

  	
   

  	
  12,435,476

  	
   

  
	
  North Atlantic Capital

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  8,108,108

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  8,108,108

  	
   

  
	
  Albert R. Subbloie, Jr.

  	
   

  	
  4,639,173

  	
   

  	
  488,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  5,127,173

  	
   

  
	
  HO2.1

  	
   

  	
  228,541

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  3,733,957

  	
   

  	
  —

  	
   

  	
  3,962,498

  	
   

  
	
  Axiom Venture Partners III, L.P.

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  2,353,200

  	
   

  	
  1,283,784

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  3,636,984

  	
   

  
	
  Teachers Insurance and Annuity
  Association of America

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  3,187,653

  	
   

  	
  —

  	
   

  	
  3,187,653

  	
   

  
	
  U.S. Bank National Association, as
  Escrow Agent

  	
   

  	
  229,619

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  2,185,079

  	
   

  	
  250,532

  	
   

  	
  2,665,230

  	
   

  
	
  Investor Growth Capital Limited

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  7,133,153

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  7,133,153

  	
   

  
	
  Investor Group, L.P.

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  3,057,065

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  3,057,065

  	
   

  
	
  Victor J. Nesi

  	
   

  	
  1,624,764

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1,624,764

  	
   

  
	
  Gary R. Martino

  	
   

  	
  916,850

  	
   

  	
  80,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  996,850

  	
   

  
	
  Convergent Investors
  VI, L.P.

  	
   

  	
  115,633

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1,330,318

  	
   

  	
  —

  	
   

  	
  1,445,951

  	
   

  
	
  OCI

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Charles Gamble

  	
   

  	
  135,822

  	
   

  	
  20,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  155,822

  	
   

  
	
  Paul Schmidt

  	
   

  	
  81,541

  	
   

  	
  40,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  20,394

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  141,935

  	
   

  
	
  CVF, LLC

  	
   

  	
  38,546

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  698,157

  	
   

  	
  59,538

  	
   

  	
  796,241

  	
   

  
	
  Steven Shwartz

  	
   

  	
  220,000

  	
   

  	
  104,828

  	
   

  	
  44,566

  	
   

  	
  63,728

  	
   

  	
  39,220

  	
   

  	
  78,440

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  550,782

  	
   

  
	
  Albert M. Rossini

  	
   

  	
  235,643

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  235,643

  	
   

  
	
  Leonard J. Goldberg

  	
   

  	
  230,000

  	
   

  	
  335,350

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  565,350

  	
   

  
	
  Joseph M. Goldberg

  	
   

  	
  215,000

  	
   

  	
  313,900

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  528,900

  	
   

  
	
  Christopher T. Fraser

  	
   

  	
  45,000

  	
   

  	
  2,247

  	
   

  	
  81,705

  	
   

  	
  54,806

  	
   

  	
  39,220

  	
   

  	
  39,220

  	
   

  	
  67,567

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  329,765

  	
   

  
	
  Andrew B. Esposito

  	
   

  	
  400,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  400,000

  	
   

  
	
  Kaufman Family LLC

  	
   

  	
  38,546

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  382,518

  	
   

  	
  —

  	
   

  	
  421,064

  	
   

  
	
  Rae Ko Fairfield

  	
   

  	
  148,000

  	
   

  	
  105,941

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  78,440

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  332,381

  	
   

  
	
  Jana Wilson

  	
   

  	
  344,492

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  344,492

  	
   

  
	
  James Offerdahl

  	
   

  	
  313,722

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  313,722

  	
   

  
	
  Venture Lending & Leasing IV,
  Inc.

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Donna Reis

  	
   

  	
  300,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  300,000

  	
   

  
	
  Gerald Kokos

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Gregory Burkus

  	
   

  	
  20,000

  	
   

  	
  100,000

  	
   

  	
  44,566

  	
   

  	
  127,457

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  292,023

  	
   

  
	
  Stephano Kim

  	
   

  	
  30,000

  	
   

  	
  60,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  149,036

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  239,036

  	
   

  
	
  ORIX Venture Finance LLC

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Paul White

  	
   

  	
  167,228

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  167,228

  	
   

  
	
  Bard Financial Services, Inc.
  Profit Sharing Plan

  	
   

  	
  50,000

  	
   

  	
  72,550

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  122,550

  	
   

  
	
  Jay
  Steinberg and Melanie Steinberg (JTWROS)

  	
   

  	
  50,000

  	
   

  	
  73,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  123,000

  	
   

  
	
  Kenneth Spitzbard

  	
   

  	
  35,000

  	
   

  	
  43,423

  	
   

  	
  —

  	
   

  	
  19,118

  	
   

  	
  23,532

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  121,073

  	
   

  
	
  Scott D. Porter

  	
   

  	
  10,000

  	
   

  	
  20,000

  	
   

  	
  16,341

  	
   

  	
  10,706

  	
   

  	
  7,844

  	
   

  	
  7,844

  	
   

  	
  20,270

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  93,005

  	
   

  
	
  Comerica Bank - California

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Jon Gassett

  	
   

  	
  15,000

  	
   

  	
  13,800

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  28,800

  	
   

  
	
  CME

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Christopher DeBenedictis

  	
   

  	
  20,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  7,844

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  27,844

  	
   

  
	
  Subbloie gift/family (see below)

  	
   

  	
  70,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  70,000

  	
   

  
	
  Vertex Partners, L.P.

  	
   

  	
  5,783

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  63,753

  	
   

  	
  —

  	
   

  	
  69,536

  	
   

  
	
  Joseph R. LeMay, Jr.

  	
   

  	
  66,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  66,000

  	
   

  
	
  Mark Gorman

  	
   

  	
  17,708

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  17,708

  	
   

  
	
  Aaron D. Konecky

  	
   

  	
  —

  	
   

  	
  32,800

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  32,800

  	
   

  
	
  Stan Katz

  	
   

  	
  56,371

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  56,371

  	
   

  
	
  Robert Scinto

  	
   

  	
  56,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  56,000

  	
   

  
	
  Tarrant Venture Partners, L.P.

  	
   

  	
  54,774

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  54,774

  	
   

  
	
  G&H Partners

  	
   

  	
  5,885

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  43,311

  	
   

  	
  —

  	
   

  	
  49,196

  	
   

  
	
  Eric Pias

  	
   

  	
  40,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  40,000

  	
   

  
	
  David Toole

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  39,219

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  39,219

  	
   

  
	
  James A. Star

  	
   

  	
  1,736

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  31,449

  	
   

  	
  2,682

  	
   

  	
  35,867

  	
   

  
	
  Jacques Management, LLC

  	
   

  	
  772

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  32,152

  	
   

  	
  2,743

  	
   

  	
  35,667

  	
   

  
	
  David Eldredge

  	
   

  	
  —

  	
   

  	
  26,240

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  26,240

  	
   

  
	
  Michael Gorey

  	
   

  	
  27,500

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  27,500

  	
   

  
	
  Denise Nesi

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Pacific USA Design Group, Inc.

  	
   

  	
  24,669

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  24,669

  	
   

  
	
  Bank of Southern Connecticut

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  James Gammon

  	
   

  	
  19,999

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  19,999

  	
   

  
	
  Frank David Robertson

  	
   

  	
  1,400

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1,400

  	
   

  
	
  Richard Duffy

  	
   

  	
  13,020

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  13,020

  	
   

  
	
  Comerica Incorporated

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Michael Geier

  	
   

  	
  10,833

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  10,833

  	
   

  
	
  PowerBridge LLC

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Mark Reddert & Trix Lee, as
  Community Property

  	
   

  	
  8,222

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  8,222

  	
   

  
	
  Peter Lynch

  	
   

  	
  6,666

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  6,666

  	
   

  
	
  Robert M. Carter & Patrice R.
  Carter JTROS

  	
   

  	
  6,201

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  6,201

  	
   

  
	
  Walter Fedorweicz

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  



 















 


	
   

  	
   

  	
  ISSUED AND OUTSTANDING WARRANTS

  	
   

  	
  OUTSTANDING

  	
   

  	
  Fully Diluted

  	
   

  
	
   

  	
   

  	
  Common

  	
   

  	
  Series B

  	
   

  	
  Series C

  	
   

  	
  Series D

  	
   

  	
  Series E

  	
   

  	
  Series 1

  	
   

  	
  Series 2

  	
   

  	
  Series F

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shareholder

  	
   

  	
  Stock

  	
   

  	
  Preferred

  	
   

  	
  Preferred

  	
   

  	
  Preferred

  	
   

  	
  Preferred

  	
   

  	
  Preferred

  	
   

  	
  Preferred

  	
   

  	
  Preferred

  	
   

  	
  TOTAL

  	
   

  	
  Stock Options

  	
   

  	
  Shares

  	
   

  	
  % Own

  	
   

  
	
  Edison
  Venture

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  17,639,456

  	
   

  	
  18.07

  	
  %

  
	
  Sevin
  Rosen

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  12,435,476

  	
   

  	
  12.74

  	
  %

  
	
  North
  Atlantic Capital

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  8,108,108

  	
   

  	
  8.31

  	
  %

  
	
  Albert
  R. Subbloie, Jr.

  	
   

  	
  100,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  100,000

  	
   

  	
  2,383,719

  	
   

  	
  7,610,892

  	
   

  	
  7.80

  	
  %

  
	
  HO2.1

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  3,962,498

  	
   

  	
  4.06

  	
  %

  
	
  Axiom
  Venture Partners III, L.P.

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  3,636,984

  	
   

  	
  3.73

  	
  %

  
	
  Teachers
  Insurance and Annuity Association of America

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  3,187,653

  	
   

  	
  3.27

  	
  %

  
	
  U.S.
  Bank National Association, as Escrow Agent

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  2,665,230

  	
   

  	
  2.73

  	
  %

  
	
  Investor
  Growth Capital Limited

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  7,133,153

  	
   

  	
  7.31

  	
  %

  
	
  Investor
  Group, L.P.

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  3,057,065

  	
   

  	
  3.13

  	
  %

  
	
  Victor
  J. Nesi

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1,624,764

  	
   

  	
  1.66

  	
  %

  
	
  Gary
  R. Martino

  	
   

  	
  5,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  5,000

  	
   

  	
  1,325,000

  	
   

  	
  2,326,850

  	
   

  	
  2.38

  	
  %

  
	
  Convergent Investors VI, L.P.

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1,445,951

  	
   

  	
  1.48

  	
  %

  
	
  OCI

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  0.00

  	
  %

  
	
  Charles
  Gamble

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  780,800

  	
   

  	
  936,622

  	
   

  	
  0.96

  	
  %

  
	
  Paul
  Schmidt

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  675,000

  	
   

  	
  816,935

  	
   

  	
  0.84

  	
  %

  
	
  CVF,
  LLC

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  796,241

  	
   

  	
  0.82

  	
  %

  
	
  Steven
  Shwartz

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  65,000

  	
   

  	
  615,782

  	
   

  	
  0.63

  	
  %

  
	
  Albert
  M. Rossini

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  542,857

  	
   

  	
  778,500

  	
   

  	
  0.80

  	
  %

  
	
  Leonard
  J. Goldberg

  	
   

  	
  2,500

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  2,500

  	
   

  	
  —

  	
   

  	
  567,850

  	
   

  	
  0.58

  	
  %

  
	
  Joseph
  M. Goldberg

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  528,900

  	
   

  	
  0.54

  	
  %

  
	
  Christopher
  T. Fraser

  	
   

  	
  5,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  5,000

  	
   

  	
  65,000

  	
   

  	
  399,765

  	
   

  	
  0.41

  	
  %

  
	
  Andrew
  B. Esposito

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  400,000

  	
   

  	
  0.41

  	
  %

  
	
  Kaufman
  Family LLC

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  421,064

  	
   

  	
  0.43

  	
  %

  
	
  Rae
  Ko Fairfield

  	
   

  	
  5,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  5,000

  	
   

  	
  —

  	
   

  	
  337,381

  	
   

  	
  0.35

  	
  %

  
	
  Jana
  Wilson

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  344,492

  	
   

  	
  0.35

  	
  %

  
	
  James
  Offerdahl

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  313,722

  	
   

  	
  0.32

  	
  %

  
	
  Venture
  Lending & Leasing IV, Inc.

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  304,400

  	
   

  	
  —

  	
   

  	
  304,400

  	
   

  	
  —

  	
   

  	
  304,400

  	
   

  	
  0.31

  	
  %

  
	
  Donna
  Reis

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  300,000

  	
   

  	
  0.31

  	
  %

  
	
  Gerald
  Kokos

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  295,000

  	
   

  	
  295,000

  	
   

  	
  0.30

  	
  %

  
	
  Gregory
  Burkus

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  292,023

  	
   

  	
  0.30

  	
  %

  
	
  Stephano
  Kim

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  239,036

  	
   

  	
  0.24

  	
  %

  
	
  ORIX
  Venture Finance LLC

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  168,919

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  850,000

  	
   

  	
  1,018,919

  	
   

  	
  —

  	
   

  	
  1,018,919

  	
   

  	
  1.04

  	
  %

  
	
  Paul
  White

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  167,228

  	
   

  	
  0.17

  	
  %

  
	
  Bard
  Financial Services, Inc. Profit Sharing Plan

  	
   

  	
  2,500

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  2,500

  	
   

  	
  —

  	
   

  	
  125,050

  	
   

  	
  0.13

  	
  %

  
	
  Jay
  Steinberg and Melanie Steinberg (JTWROS)

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  123,000

  	
   

  	
  0.13

  	
  %

  
	
  Kenneth
  Spitzbard

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  121,073

  	
   

  	
  0.12

  	
  %

  
	
  Scott
  D. Porter

  	
   

  	
  2,500

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  2,500

  	
   

  	
  —

  	
   

  	
  95,505

  	
   

  	
  0.10

  	
  %

  
	
  Comerica
  Bank - California

  	
   

  	
  —

  	
   

  	
  50,000

  	
   

  	
  15,000

  	
   

  	
  28,238

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  93,238

  	
   

  	
  —

  	
   

  	
  93,238

  	
   

  	
  0.10

  	
  %

  
	
  Jon
  Gassett

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  45,000

  	
   

  	
  73,800

  	
   

  	
  0.08

  	
  %

  
	
  CME

  	
   

  	
  80,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  80,000

  	
   

  	
  —

  	
   

  	
  80,000

  	
   

  	
  0.08

  	
  %

  
	
  Christopher
  DeBenedictis

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  50,000

  	
   

  	
  77,844

  	
   

  	
  0.08

  	
  %

  
	
  Subbloie
  gift/family (see below)

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  70,000

  	
   

  	
  0.07

  	
  %

  
	
  Vertex
  Partners, L.P.

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  69,536

  	
   

  	
  0.07

  	
  %

  
	
  Joseph
  R. LeMay, Jr.

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  66,000

  	
   

  	
  0.07

  	
  %

  
	
  Mark
  Gorman

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  45,000

  	
   

  	
  62,708

  	
   

  	
  0.06

  	
  %

  
	
  Aaron
  D. Konecky

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  32,800

  	
   

  	
  0.03

  	
  %

  
	
  Stan
  Katz

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  56,371

  	
   

  	
  0.06

  	
  %

  
	
  Robert
  Scinto

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  56,000

  	
   

  	
  0.06

  	
  %

  
	
  Tarrant
  Venture Partners, L.P.

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  54,774

  	
   

  	
  0.06

  	
  %

  
	
  G&H
  Partners

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  49,196

  	
   

  	
  0.05

  	
  %

  
	
  Eric
  Pias

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  40,000

  	
   

  	
  0.04

  	
  %

  
	
  David
  Toole

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  39,219

  	
   

  	
  0.04

  	
  %

  
	
  James
  A. Star

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  35,867

  	
   

  	
  0.04

  	
  %

  
	
  Jacques
  Management, LLC

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  35,667

  	
   

  	
  0.04

  	
  %

  
	
  David
  Eldredge

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  26,240

  	
   

  	
  0.03

  	
  %

  
	
  Michael
  Gorey

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  27,500

  	
   

  	
  0.03

  	
  %

  
	
  Denise
  Nesi

  	
   

  	
  25,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  25,000

  	
   

  	
  —

  	
   

  	
  25,000

  	
   

  	
  0.03

  	
  %

  
	
  Pacific
  USA Design Group, Inc.

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  24,669

  	
   

  	
  0.03

  	
  %

  
	
  Bank
  of Southern Connecticut

  	
   

  	
  20,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  20,000

  	
   

  	
  —

  	
   

  	
  20,000

  	
   

  	
  0.02

  	
  %

  
	
  James
  Gammon

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  19,999

  	
   

  	
  0.02

  	
  %

  
	
  Frank
  David Robertson

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  13,323

  	
   

  	
  14,723

  	
   

  	
  0.02

  	
  %

  
	
  Richard
  Duffy

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  13,020

  	
   

  	
  0.01

  	
  %

  
	
  Comerica
  Incorporated

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  12,526

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  12,526

  	
   

  	
  —

  	
   

  	
  12,526

  	
   

  	
  0.01

  	
  %

  
	
  Michael
  Geier

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  10,833

  	
   

  	
  0.01

  	
  %

  
	
  PowerBridge
  LLC

  	
   

  	
  10,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  10,000

  	
   

  	
  —

  	
   

  	
  10,000

  	
   

  	
  0.01

  	
  %

  
	
  Mark
  Reddert & Trix Lee, as Community Property

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  8,222

  	
   

  	
  0.01

  	
  %

  
	
  Peter
  Lynch

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  6,666

  	
   

  	
  0.01

  	
  %

  
	
  Robert
  M. Carter & Patrice R. Carter JTROS

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  6,201

  	
   

  	
  0.01

  	
  %

  
	
  Walter
  Fedorweicz

  	
   

  	
  6,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  6,000

  	
   

  	
  —

  	
   

  	
  6,000

  	
   

  	
  0.01

  	
  %

  



 















 


TANGOE, INC.


CAP TABLE


AS OF JULY 28, 2008


 


	
   

  	
   

  	
  Issued
  and Outstanding Stock

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Series A

  	
   

  	
  Series B

  	
   

  	
  Series C

  	
   

  	
  Series D

  	
   

  	
  Series
  D1

  	
   

  	
  Series E

  	
   

  	
  Series F

  	
   

  	
  Series 1

  	
   

  	
  Series 2

  	
   

  	
   

  	
   

  
	
  Shareholder

  	
   

  	
  Common Stock

  	
   

  	
  Preferred

  	
   

  	
  Preferred

  	
   

  	
  Preferred

  	
   

  	
  Preferred

  	
   

  	
  Preferred

  	
   

  	
  Preferred

  	
   

  	
  Preferred

  	
   

  	
  Preferred

  	
   

  	
  Preferred

  	
   

  	
  Total

  	
   

  
	
  Mary Ann Lewis

  	
   

  	
  5,625

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  5,625

  	
   

  
	
  Alan D. Ferber

  	
   

  	
  4,962

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  4,962

  	
   

  
	
  Cheryl Sennett

  	
   

  	
  4,510

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  4,510

  	
   

  
	
  Tim Speevack

  	
   

  	
  3,791

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  3,791

  	
   

  
	
  Yan Jin

  	
   

  	
  3,541

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  3,541

  	
   

  
	
  Yujin Lee Kim

  	
   

  	
  2,916

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  2,916

  	
   

  
	
  Murali Chegu

  	
   

  	
  2,750

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  2,750

  	
   

  
	
  Sushil Kambampati

  	
   

  	
  2,560

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  2,560

  	
   

  
	
  Tom Beaumont

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Scott Hudnall

  	
   

  	
  2,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  2,000

  	
   

  
	
  Dianne T. Cash

  	
   

  	
  1,979

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1,979

  	
   

  
	
  Ben Michaud

  	
   

  	
  1,966

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1,966

  	
   

  
	
  Ken Tanoury

  	
   

  	
  1,770

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1,770

  	
   

  
	
  Fangping Chen

  	
   

  	
  1,624

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1,624

  	
   

  
	
  Payal Shah

  	
   

  	
  1,354

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1,354

  	
   

  
	
  Thomas Cullinane
  

  	
   

  	
  1,566

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1,566

  	
   

  
	
  Luana Vaupotic

  	
   

  	
  1,249

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1,249

  	
   

  
	
  Michael Paulsmeyer

  	
   

  	
  1,124

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1,124

  	
   

  
	
  Timothy Reidy
  & Cynthia Reidy

  	
   

  	
  990

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  7,281

  	
   

  	
  —

  	
   

  	
  8,271

  	
   

  
	
  James Buckley

  	
   

  	
  937

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  937

  	
   

  
	
  Jenny Hu

  	
   

  	
  625

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  625

  	
   

  
	
  William Marsh

  	
   

  	
  106,478

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  106,478

  	
   

  
	
  Robert Whitmore

  	
   

  	
  78,124

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  78,124

  	
   

  
	
  Terri Daniele

  	
   

  	
  5,000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  5,000

  	
   

  
	
  Schell Carpenter

  	
   

  	
  21,400

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  21,400

  	
   

  
	
  Nathan Little

  	
   

  	
  24,009

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  24,009

  	
   

  
	
  Jennifer Clower
  Brown

  	
   

  	
  8,911

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  8,911

  	
   

  
	
  Michael Cohen

  	
   

  	
  16,963

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  16,963

  	
   

  
	
  Ray J. Sapinoro

  	
   

  	
  9,137

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  9,137

  	
   

  
	
  Sanjeev Archarya

  	
   

  	
  5,833

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  5,833

  	
   

  
	
  Lawrence Seifert

  	
   

  	
  18,896

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  18,896

  	
   

  
	
  Richard S. Pontin

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Scott E. Snyder

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Christopher J. Mezzatesta

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Issued and Outstanding 

  	
   

  	
  12,007,882

  	
   

  	
  1,932,079

  	
   

  	
  8,357,642

  	
   

  	
  4,099,539

  	
   

  	
  2,961,881

  	
   

  	
  4,235,759

  	
   

  	
  10,810,810

  	
   

  	
  10,190,218

  	
   

  	
  21,725,907

  	
   

  	
  2,447,059

  	
   

  	
  78,768,776

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MERGER
  SHARES NOT ISSUED

  	
   

  	
  872,202

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  124,990

  	
   

  	
  58,295

  	
   

  	
  1,055,487

  	
   

  
	
  OPTIONS
  OUTSTANDING BUT NOT LISTED ON THIS CAP TABLE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OPTIONS
  AVAILABLE TO BE ISSUED

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL
  SHARES

  	
   

  	
  12,880,084

  	
   

  	
  1,932,079

  	
   

  	
  8,357,642

  	
   

  	
  4,099,539

  	
   

  	
  2,961,881

  	
   

  	
  4,235,759

  	
   

  	
  10,810,810

  	
   

  	
  10,190,218

  	
   

  	
  21,850,897

  	
   

  	
  2,505,354

  	
   

  	
  79,824,263

  	
   

  



 















 


	
   

  	
   

  	
  ISSUED
  AND OUTSTANDING WARRANTS

  	
   

  	
  OUTSTANDING

  	
   

  	
  Fully
  Diluted

  	
   

  
	
   

  	
   

  	
  Common

  	
   

  	
  Series B

  	
   

  	
  Series C

  	
   

  	
  Series D

  	
   

  	
  Series E

  	
   

  	
  Series 1

  	
   

  	
  Series 2

  	
   

  	
  Series F

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shareholder

  	
   

  	
  Stock

  	
   

  	
  Preferred

  	
   

  	
  Preferred

  	
   

  	
  Preferred

  	
   

  	
  Preferred

  	
   

  	
  Preferred

  	
   

  	
  Preferred

  	
   

  	
  Preferred

  	
   

  	
  TOTAL

  	
   

  	
  Stock Options

  	
   

  	
  Shares

  	
   

  	
  % Own

  	
   

  
	
  Mary Ann Lewis

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  5,625

  	
   

  	
  0.01

  	
  %

  
	
  Alan D. Ferber

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  4,962

  	
   

  	
  0.01

  	
  %

  
	
  Cheryl Sennett

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  4,510

  	
   

  	
  0.00

  	
  %

  
	
  Tim Speevack

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  3,791

  	
   

  	
  0.00

  	
  %

  
	
  Yan Jin

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  3,541

  	
   

  	
  0.00

  	
  %

  
	
  Yujin Lee Kim

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  2,916

  	
   

  	
  0.00

  	
  %

  
	
  Murali Chegu

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  2,750

  	
   

  	
  0.00

  	
  %

  
	
  Sushil Kambampati

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  2,560

  	
   

  	
  0.00

  	
  %

  
	
  Tom Beaumont

  	
   

  	
  2,500

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  2,500

  	
   

  	
  —

  	
   

  	
  2,500

  	
   

  	
  0.00

  	
  %

  
	
  Scott Hudnall

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  2,000

  	
   

  	
  0.00

  	
  %

  
	
  Dianne T.Cash

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1,979

  	
   

  	
  0.00

  	
  %

  
	
  Ben Michaud

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1,966

  	
   

  	
  0.00

  	
  %

  
	
  Ken Tanoury

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1,770

  	
   

  	
  0.00

  	
  %

  
	
  Fangping Chen

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1,624

  	
   

  	
  0.00

  	
  %

  
	
  Payal Shah

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1,354

  	
   

  	
  0.00

  	
  %

  
	
  Thomas Cullinane
  

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1,566

  	
   

  	
  0.00

  	
  %

  
	
  Luana Vaupotic

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1,249

  	
   

  	
  0.00

  	
  %

  
	
  Michael
  Paulsmeyer

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1,124

  	
   

  	
  0.00

  	
  %

  
	
  Timothy Reidy
  & Cynthia Reidy

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  8,271

  	
   

  	
  0.01

  	
  %

  
	
  James Buckley

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  937

  	
   

  	
  0.00

  	
  %

  
	
  Jenny Hu

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  625

  	
   

  	
  0.00

  	
  %

  
	
  William Marsh

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  106,478

  	
   

  	
  0.11

  	
  %

  
	
  Robert Whitmore

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  421,876

  	
   

  	
  500,000

  	
   

  	
  0.51

  	
  %

  
	
  Terri Daniele

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  5,000

  	
   

  	
  0.01

  	
  %

  
	
  Schell Carpenter

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  21,400

  	
   

  	
  0.02

  	
  %

  
	
  Nathan Little

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  24,009

  	
   

  	
  0.02

  	
  %

  
	
  Jennifer Clower
  Brown

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  8,911

  	
   

  	
  0.01

  	
  %

  
	
  Michael Cohen

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  16,963

  	
   

  	
  0.02

  	
  %

  
	
  Ray J. Sapinoro

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  9,137

  	
   

  	
  0.01

  	
  %

  
	
  Sanjeev Archarya

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  5,833

  	
   

  	
  0.01

  	
  %

  
	
  Lawrence Seifert

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  18,896

  	
   

  	
  0.02

  	
  %

  
	
  Richard S. Pontin

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1,797,665

  	
   

  	
  1,797,665

  	
   

  	
  1.84

  	
  %

  
	
  Scott E. Snyder

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  731,014

  	
   

  	
  731,014

  	
   

  	
  0.75

  	
  %

  
	
  Christopher J. Mezzatesta

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  479,808

  	
   

  	
  479,808

  	
   

  	
  0.49

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Issued and Outstanding 

  	
   

  	
  266,000

  	
   

  	
  50,000

  	
   

  	
  15,000

  	
   

  	
  28,238

  	
   

  	
  168,919

  	
   

  	
  12,526

  	
   

  	
  304,400

  	
   

  	
  850,000

  	
   

  	
  1,695,083

  	
   

  	
  9,716,062

  	
   

  	
  90,179,921

  	
   

  	
  92.38

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MERGER
  SHARES NOT ISSUED

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,055,487

  	
   

  	
  1.08

  	
  %

  
	
  OPTIONS
  OUTSTANDING BUT NOT LISTED ON THIS CAP TABLE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3,067,048

  	
   

  	
  3,067,048

  	
   

  	
  3.14

  	
  %

  
	
  OPTIONS
  AVAILABLE TO BE ISSUED

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3,313,820

  	
   

  	
  3,313,820

  	
   

  	
  3.39

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL
  SHARES

  	
   

  	
  266,000

  	
   

  	
  50,000

  	
   

  	
  15,000

  	
   

  	
  28,238

  	
   

  	
  168,919

  	
   

  	
  12,526

  	
   

  	
  304,400

  	
   

  	
  850,000

  	
   

  	
  1,695,083

  	
   

  	
  16,096,930

  	
   

  	
  97,616,276

  	
   

  	
  100.00

  	
  %

  



 


	
   

  	
   

  	
  Common

  	
   

  	
  Series A

  	
   

  	
  Series B

  	
   

  	
  Series C

  	
   

  	
  Series D

  	
   

  	
  Series D1

  	
   

  	
  Series E

  	
   

  	
  Series F

  	
   

  	
  Series 1

  	
   

  	
  Series 2

  	
   

  	
  Total

  	
   

  
	
   

  	
   

  	
  Stock

  	
   

  	
  Preferred

  	
   

  	
  Preferred

  	
   

  	
  Preferred

  	
   

  	
  Preferred

  	
   

  	
  Preferred

  	
   

  	
  Preferred

  	
   

  	
  Preferred

  	
   

  	
  Preferred

  	
   

  	
  Preferred

  	
   

  	
  Shares

  	
   

  
	
  FULLY
  DILUTED

  	
   

  	
  29,243,014

  	
   

  	
  1,932,079

  	
   

  	
  8,407,642

  	
   

  	
  4,114,539

  	
   

  	
  2,990,119

  	
   

  	
  4,235,759

  	
   

  	
  10,979,729

  	
   

  	
  11,040,218

  	
   

  	
  21,863,423

  	
   

  	
  2,809,754

  	
   

  	
  97,616,276

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  %FULLY
  DILUTED

  	
   

  	
  29.96

  	
  %

  	
  1.98

  	
  %

  	
  8.61

  	
  %

  	
  4.22

  	
  %

  	
  3.06

  	
  %

  	
  4.34

  	
  %

  	
  11.25

  	
  %

  	
  11.31

  	
  %

  	
  22.40

  	
  %

  	
  2.88

  	
  %

  	
  100.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Shares to
  reserve for

  	
   

  	
  97,616,276

  	
   

  	
  1,932,079

  	
   

  	
  8,407,642

  	
   

  	
  4,114,539

  	
   

  	
  2,990,119

  	
   

  	
  4,235,759

  	
   

  	
  10,979,729

  	
   

  	
  11,040,218

  	
   

  	
  21,863,423

  	
   

  	
  2,809,754

  	
   

  	
   

  	
   

  
	
  Total
  shares authorized by certificate

  	
   

  	
  103,000,000

  	
   

  	
  3,780,000

  	
   

  	
  8,407,642

  	
   

  	
  4,114,539

  	
   

  	
  2,990,119

  	
   

  	
  4,235,759

  	
   

  	
  10,979,729

  	
   

  	
  11,040,218

  	
   

  	
  21,863,424

  	
   

  	
  2,809,755