UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 16, 2016

iSign Solutions Inc.
(Exact name of registrant as specified in its charter)

Delaware
000-19301
94-2790442
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

275 Shoreline Drive, Suite 500
Redwood Shores, CA 94065-1413
(Address of principal executive offices)

(650) 802-7888
Registrant’s telephone number, including area code

 (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 1.01. Entry into a Material Definitive Agreement.

On May 16, 2016, iSign Solutions Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Axiom Capital Management, Inc., as representative (the “Representative”) of the several underwriters identified therein ( the “Underwriters”), pursuant to which the Underwriters agreed to act as underwriters in a public offering of 690,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a public offering price $1.74 per share, and warrants (the “Warrants”) to purchase 345,000 shares of Common Stock with an exercise price of $2.175 per share, at a public offering price of $0.01 per Warrant. The Shares and the Warrants are being offered by the Company pursuant to a Registration Statement on Form S-1 which was declared effective by the Securities and Exchange Commission on May 13, 2016 (File No. 333-208601) (the “Offering”). The Underwriters have a 45-day option to purchase up to an additional 103,500 shares of Common Stock, warrants to purchase up to an additional 51,750 shares of Common Stock, or a combination thereof, in each case representing no more than 15% of the Shares or Warrants, as applicable, sold in the Offering, solely to cover over-allotments, if any. The Underwriting Agreement contains representations and warranties and covenants relating to the Offering.

Pursuant to the Underwriting Agreement, in addition to the Underwriters’ discounts and commissions and payment of the Underwriters’ expenses in connection with the Offering (including a non-accountable expense allowance), the Company granted the Representative a warrant (the “Representative’s Warrant”) to purchase 48,300 shares of Common Stock. The Representative’s Warrant has an exercise price of $2.175  per share of Common Stock and expires on May 16, 2021.

In addition, pursuant to the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments which the Underwriters or such other indemnified parties may be required to make in respect of any such liabilities.

The foregoing descriptions of the Underwriting Agreement, the Warrants and the Representative’s Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the Form of Underwriting Agreement, the Form of Warrant to Purchase Common Stock and the Form of Representative’s Warrant. The Form of Underwriting is filed as Exhibit 1.1 of Amendment No. 1 on Form S-1 to the Company’s Registration Statement on Form S-1 (File No. 333-208601) and is incorporated herein by reference. The Form of Warrant to Purchase Common Stock is filed as Exhibit 4.30 of Amendment No. 3 on Form S-1 to the Company’s Registration Statement on Form S-1 (File No. 333-208601) and is incorporated herein by reference. The Form of Representative’s Warrant, which is attached hereto as Exhibit 4.1, is incorporated herein by reference.

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 18, 2016, the Company filed with the Secretary of State of the State of Delaware (i) a Certificate of Amendment to the Third Amended and Restated Certificate of Designation of Series A-1 Cumulative Convertible Preferred Stock (the “Series A-1 Certificate of Amendment”), (ii) a Certificate of Amendment to the Second Amended and Restated Certificate of Designation of Series B Participating Convertible Preferred Stock (the “Series B Certificate of Amendment”), (iii) a Certificate of Amendment to the Amended and Restated Certificate of Designation of Series C Participating Convertible Preferred Stock (the “Series C Certificate of Amendment”), (iv) a Certificate of Amendment to the Certificate of Designation of Series D Convertible Preferred Stock (the “Series D-1 Certificate of Amendment” and (v) a Certificate of Amendment to the Certificate of Designation of Series D Convertible Preferred Stock (the “Series D-2 Certificate of Amendment” and, together with the Series A-1 Certificate of Amendment, the Series B Certificate of Amendment, the Series C Certificate of Amendment and the Series D-1 Certificate of Amendment, the “Certificates of Amendment”), which, provide for (a) the automatic conversion of each share of the applicable series of preferred stock of the Company into shares of the Company’s common stock upon the closing of a firm-commitment underwritten public offering of shares of the Company’s common stock pursuant to a prospectus or an effective registration statement no later than July 31, 2016 and (b) the reduction of the conversion price of the applicable series of preferred stock of the Company.  Each of the Certificates of Amendment became effective on its date of filing.


As a result of the Series A-1 Certificate of Amendment and pursuant to the terms thereof, the conversion price of the Company’s Series A-1 Cumulative Convertible Preferred Stock was reduced from $175.0000 per share to $19.4375 per share. As a result of the Series B Certificate of Amendment and pursuant to the terms thereof, the conversion price of the Company’s Series B Participating Convertible Preferred Stock was reduced from $54.1250 per share to $12.9625 per share. As a result of the Series C Certificate of Amendment and pursuant to the terms thereof, the conversion price of the Company’s Series C Participating Convertible Preferred Stock was reduced from $28.1250 per share to $9.7125 per share. As a result of the Series D-1 Certificate of Amendment and pursuant to the terms thereof, the conversion price of the Company’s Series D-1 Convertible Preferred Stock was reduced from $28.1250 per share to $7.2375 per share. As a result of the Series D-2 Certificate of Amendment and pursuant to the terms thereof, the conversion price of the Company’s Series D-2 Convertible Preferred Stock was reduced from $62.5000 to $8.5750. The descriptions of the Certificates of Amendment as described herein are qualified in their entirety by reference to the Series A-1 Certificate of Amendment, which is attached hereto as Exhibit 3.1, the Series B Certificate of Amendment, which is attached hereto as Exhibit 3.2, the Series C Certificate of Amendment, which is attached hereto as Exhibit 3.3, the Series D-1 Certificate of Amendment, which is attached hereto at Exhibit 3.4, and the Series D-2 Certificate of Amendment, which is attached hereto at Exhibit 3.5, each of which is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On May 16, 2016, the Company issued a press release entitled “iSign Announces Pricing of Public Offering”. On May 19, 2016, the Company issued a press release entitled “iSign Closes Public Offering. Copies of these press releases are hereby filed as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated by reference into this Item 7.01.  The information furnished in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

Item 8.01. Other Events.

On May 19, 2016, the Company closed the Offering and received gross cash proceeds of approximately $1.204 million. The shares of Common Stock and the Warrants are quoted on the OTC Market Group Inc.’s OTCQB quotation system.

In addition, on May 19, 2016, as a result of consummating the Offering, each series of the Company’s outstanding preferred stock, including accrued but unpaid dividends through May 19, 2016, were converted into a total of 3,651,818 shares of Common Stock.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1
 
Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Designation of Series A-1 Cumulative Convertible Preferred Stock filed with Secretary of State of the State of Delaware on May 18, 2016.
3.2
 
Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Designation of Series B Participating Convertible Preferred Stock filed with Secretary of State of the State of Delaware on May 18, 2016.
3.3
 
Certificate of Amendment to the Company’s Amended and Restated Certificate of Designation of Series C Participating Convertible Preferred Stock filed with Secretary of State of the State of Delaware on May 18, 2016.
3.4
 
Certificate of Amendment to the Company’s Certificate of Designation of Series D Convertible Preferred Stock filed with Secretary of State of the State of Delaware on May 18, 2016.
3.5
 
Certificate of Amendment to the Company’s Certificate of Designation of Series D Convertible Preferred Stock filed with Secretary of State of the State of Delaware on May 18, 2016.
4.1
 
Form of Representative’s Warrant.
99.1
Press release dated May 16, 2016.
99.2
Press release dated May 19, 2016.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
iSign Solutions Inc.
   
 
Date: May 19, 2016
By:
 /s/ Andrea Goren
 
   
 
Andrea Goren
 
Chief Financial Officer


EXHIBIT INDEX

Exhibit No.
 
Description
3.1
 
Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Designation of Series A-1 Cumulative Convertible Preferred Stock filed with Secretary of State of the State of Delaware on May 18, 2016.
3.2
 
Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Designation of Series B Participating Convertible Preferred Stock filed with Secretary of State of the State of Delaware on May 18, 2016.
3.3
 
Certificate of Amendment to the Company’s Amended and Restated Certificate of Designation of Series C Participating Convertible Preferred Stock filed with Secretary of State of the State of Delaware on May 18, 2016.
3.4
 
Certificate of Amendment to the Company’s Certificate of Designation of Series D Convertible Preferred Stock filed with Secretary of State of the State of Delaware on May 18, 2016.
3.5
 
Certificate of Amendment to the Company’s Certificate of Designation of Series D Convertible Preferred Stock filed with Secretary of State of the State of Delaware on May 18, 2016.
4.1
 
Form of Representative’s Warrant.
99.1
 
Press release dated May 16, 2016.
99.2
Press release dated May 19, 2016.



Exhibit 3.1
 
CERTIFICATE OF AMENDMENT
 
TO THE

THIRD AMENDED AND RESTATED CERTIFICATE OF DESIGNATION

OF

SERIES A-1 CUMULATIVE CONVERTIBLE PREFERRED STOCK

OF
   
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 : 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 $19.4375 per share; provided , however , that if the Corporation fails to consummate a public offering of its common stock by July 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 by the Corporation of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to a prospectus or an effective registration statement no later than July 31, 2016.



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.
 
IN WITNESS WHEREOF , the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 18th day of May, 2016.

 
ISIGN SOLUTIONS INC.
     
 
By:
/s/ Andrea Goren
 
   
Name: Andrea Goren
   
Title: Chief Financial Officer

2


Exhibit 3.2
 
CERTIFICATE OF AMENDMENT
 
TO THE

SECOND AMENDED AND RESTATED   CERTIFICATE OF DESIGNATION

OF

SERIES B PARTICIPATING CONVERTIBLE PREFERRED STOCK

OF
   
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 “ Company ”), does hereby certify as follows:
 
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 Company 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 $12.9625 per share; provided , however , that if the Company fails to consummate a public offering of its common stock by July 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 Company 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 by the Company of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to a prospectus or an effective registration statement no later than July 31, 2016.”


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

IN WITNESS WHEREOF , the Company has caused this Certificate of Amendment to be signed by its duly authorized officer this 18th day of May, 2016.

 
ISIGN SOLUTIONS INC.
     
 
By:
/s/ Andrea Goren
 
   
Name: Andrea Goren
Title: Chief Financial Officer

2


Exhibit 3.3
 
CERTIFICATE OF AMENDMENT
 
TO THE

AMENDED AND RESTATED CERTIFICATE OF DESIGNATION

OF

SERIES C PARTICIPATING CONVERTIBLE PREFERRED STOCK

OF
   
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 “ Company ”), does hereby certify as follows:
 
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 Company 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 $9.7125 per share; provided , however , that if the Company fails to consummate a public offering of its common stock by July 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 Company 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 by the Company of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to a prospectus or an effective registration statement no later than July 31, 2016.”


THIRD : The last sentence of Section 6(d)(ii) of the Certificate of Designation of the Company is hereby deleted.
 
FOURTH : The foregoing amendments to the Certificate of Designation of the Company were duly adopted in accordance with Section 242 of the Delaware General Corporation Law.
 
IN WITNESS WHEREOF , the Company has caused this Certificate of Amendment to be signed by its duly authorized officer this 18th day of May, 2016.

 
ISIGN SOLUTIONS INC.
     
 
By:
/s/ Andrea Goren
 
   
Name: Andrea Goren
   
Title: Chief Financial Officer

2


Exhibit 3.4
 
CERTIFICATE OF AMENDMENT
 
TO THE

CERTIFICATE OF DESIGNATION

OF

SERIES D CONVERTIBLE PREFERRED STOCK

OF
   
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 “ Company ”), does hereby certify as follows:
 
FIRST : Section 6(a) of the Certificate of Designation of the Series D Convertible Preferred Stock (the “ Certificate of Designation ”) of the Company 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 $7.2375 per share with respect to the Series D-1 Preferred Shares; provided , however , that if the Company fails to consummate a public offering of its common stock by July 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 Company 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 by the Company of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to a prospectus or an effective registration statement no later than July 31, 2016.”


THIRD : Section 6(d)(ii) of the Certificate of Designation of the Company 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 Company were duly adopted in accordance with Section 242 of the Delaware General Corporation Law.
 
IN WITNESS WHEREOF , the Company has caused this Certificate of Amendment to be signed by its duly authorized officer this 18th day of May, 2016.

 
ISIGN SOLUTIONS INC.
     
 
By:
/s/ Andrea Goren
 
   
Name: Andrea Goren
   
Title: Chief Financial Officer

2


Exhibit 3.5
 
CERTIFICATE OF AMENDMENT
 
TO THE

CERTIFICATE OF DESIGNATION

OF

SERIES D CONVERTIBLE PREFERRED STOCK

OF
   
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 “ Company ”), does hereby certify as follows:
 
FIRST : Section 6(a) of the Certificate of Designation of the Series D Convertible Preferred Stock (the “ Certificate of Designation ”) of the Company 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 $8.5750 per share with respect to the Series D-2 Preferred Shares; provided , however , that if the Company fails to consummate a public offering of its common stock by July 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 Company 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 by the Company of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to a prospectus or an effective registration statement no later than July 31, 2016.”



THIRD : Section 6(d)(ii) of the Certificate of Designation of the Company 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 Company were duly adopted in accordance with Section 242 of the Delaware General Corporation Law.
 
IN WITNESS WHEREOF , the Company has caused this Certificate of Amendment to be signed by its duly authorized officer this 18th day of May, 2016.

 
ISIGN SOLUTIONS INC.
     
 
By:
/s/ Andrea Goren
 
   
Name: Andrea Goren
   
Title: Chief Financial Officer


2


Exhibit 4.1

Form of Representative’s Warrant Agreement

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AXIOM CAPITAL MANAGEMENT, INC. OR AN UNDERWRITER OR A SELECTED DEALER PARTICIPATING IN THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AXIOM CAPITAL MANAGEMENT, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER, IN EACH CASE IN ACCORDANCE WITH FINRA CONDUCT RULES.

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO May 16, 2017. VOID AFTER 5:00 P.M., EASTERN TIME, May 16, 2021.

COMMON STOCK PURCHASE WARRANT

For the Purchase of [_________] Shares of Common Stock
of
iSign Solutions Inc.

1.            Purchase Warrant . THIS CERTIFIES THAT, in consideration of One Hundred Dollars ($100) paid by or on behalf of  [__________] (“ Holder ”), as registered owner of this Purchase Warrant, to iSign Solutions Inc., a Delaware corporation (the “ Company ”), Holder is entitled, at any time or from time to time from May 16, 2017 (the “ Commencement Date ”), and at or before 5:00 p.m., Eastern time, May 16, 2021 (the ” Expiration Date ”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [_________] shares of the common stock of the Company, par value $0.01 per share (the “ Shares ”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $2.175 per Share; provided , however , that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “ Exercise Price ” shall mean the initial exercise price or the adjusted exercise price, depending on the context.

1

2.            Exercise .

2.1            Exercise Form . In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or official bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire.

2.2            Cashless Exercise .  If at any time after the Commencement Date there is no effective registration statement registering, or no current prospectus available for, the resale of the Shares by the Holder, then in lieu of exercising this Purchase Warrant by payment of cash or check payable to the order of the Company pursuant to Section 2.1 above, Holder may elect to receive the number of Shares equal to the value of this Purchase Warrant (or the portion thereof being exercised), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which event the Company shall issue to Holder Shares in accordance with the following formula:

X
=
Y(A-B)
 
A
 
Where,
     
 
X
=
The number of Shares to be issued to Holder;
 
Y
=
The number of Shares for which the Purchase Warrant is being exercised;
 
A
=
The fair market value of one Share; and
 
B
=
The Exercise Price.
 
For purposes of this Section 2.2, the fair market value of a Share is defined as follows:

(i)
if the Company’s common stock is traded on a securities exchange, the value shall be deemed to be the closing price on such exchange on the trading day immediately prior to the date the exercise form has been submitted in connection with the exercise of the Purchase Warrant; or

(ii)
if the Company’s common stock is actively traded over-the-counter, the value shall be deemed to be the closing bid on the trading day immediately prior to the date the exercise form has been submitted in connection with the exercise of the Purchase Warrant; if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Company’s Board of Directors .

2.3            Legend . Each certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (the “ Act ”):

“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “ Act ”), or applicable state law. Neither the securities nor any interest therein may be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from registration under the Securities Act and applicable state law which, in the opinion of counsel to the Company, is available.”
2


3.            Transfer .

3.1            General Restrictions . The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder will not: (a) sell, transfer, assign, pledge or  hypothecate this Purchase Warrant for a period of one hundred eighty (180) days following the  Effective Date to anyone other than: (i) Axiom Capital Management, Inc. (“ Axiom ”) or an underwriter or a selected dealer participating in the Offering, or (ii) a bona fide officer or partner of Axiom  or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of this Purchase Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(g)(2). On and after 180 days after the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with the Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall, within five (5) Business Days of Holder Complying with the transfer restrictions and procedures contained herein transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.

3.2            Restrictions Imposed by the Securities Act . The securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Securities Act and applicable state securities laws (the “Opinion”), the availability of which is established to the reasonable satisfaction of the Company (the Company hereby agrees that the  that the reasonable opinion of Sichenzia Ross Friedman Ference LLP  addressed to the Company to the effect that the securities may be transferred pursuant to an exemption from registration shall be deemed satisfactory evidence of the availability of such exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the ” Commission ”) and compliance with applicable state securities law has been established.

4.            Registration Rights .

4.1            Reserved .

4.2            “Piggy-Back” Registration .

4.2.1            Grant of Right .  The Holder shall have the right, for a period of no more than four (4) years, commencing one year from the date of effectiveness of the registration statement in accordance with FINRA Rule 5110(f)(2)(G)(v), to include the Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or any equivalent form); provided , however , that if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Holders; provided , however , that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities.
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4.2.2            Terms . The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 4.2.1 hereof, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than thirty (30) days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration statement filed by the Company during the four-year period following the Commencement Date until such time as all of the Registrable Securities have been sold by the Holder. The holders of the Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement. Except as otherwise provided in this Purchase Warrant, there shall be no limit on the number of times the Holder may request registration under this Section 4.2.2; provided , however , that such registration rights shall terminate on the fourth anniversary of the Commencement Date.

4.3            General Terms .

4.3.1            Indemnification . The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section 20 (a) of the Securities Exchange Act of 1934, as amended (“ Exchange Act ”), against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or otherwise, arising from such registration statement, other than any such information supplied to the Company by such Holder for inclusion in the Registration Statement, but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Underwriters contained in Section 5.1 of the Underwriting Agreement between the Underwriters and the Company, dated as of May 16, 2016. The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, in writing, for specific inclusion in such registration statement to the same extent and with the same effect as the provisions contained in Section 5.2 of the Underwriting Agreement pursuant to which the Underwriters have agreed to indemnify the Company.

4.3.2            Exercise of Purchase Warrants . Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s) to exercise their Purchase Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.

4.3.3            Documents Delivered to Holders . The Company shall furnish to each Holder participating in any of the foregoing offerings and to each underwriter of any such offering, if any, a signed counterpart, addressed to such Holder or underwriter, of: (i) an opinion of counsel to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold comfort” letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent registered public accounting firm which has issued a report on the Company’s financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities. The Company shall also deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below and to the managing underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of FINRA. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times as any such Holder shall reasonably request.
4


4.3.4            Underwriting Agreement . The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by the Company whose Registrable Securities are being registered pursuant to this Section 4, which managing underwriter shall be reasonably satisfactory to the Holder. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders, their Shares and their intended methods of distribution or as otherwise customarily provided.

4.3.5            Documents to be Delivered by Holder(s) . Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

4.3.6            Reserved.

5.            New Purchase Warrants to be Issued .

5.1            Partial Exercise or Transfer . Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.
5


5.2            Lost Certificate . Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.

6.            Adjustments .

6.1            Adjustments to Exercise Price and Number of Securities . The Exercise Price and the number of Shares underlying the Purchase Warrant shall be subject to adjustment from time to time as hereinafter set forth:

6.1.1            Share Dividends; Split Ups . If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares, and the Exercise Price shall be proportionately decreased.

6.1.2            Aggregation of Shares . If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares is decreased by a reverse stock split, consolidation, combination or reclassification of Shares or other similar event, then, on the effective date thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Shares, and the Exercise Price shall be proportionately increased.

6.1.3             Replacement of Securities upon Reorganization, etc . In case of any reclassification or reorganization of the outstanding Shares other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such Shares, or in the case of any share reconstruction or amalgamation or consolidation of the Company with or into another corporation (other than a consolidation or share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of Shares of the Company obtainable upon exercise of this Purchase Warrant immediately prior to such event; and if any reclassification also results in a change in Shares covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations, share reconstructions or amalgamations, or consolidations, sales or other transfers.
6


6.1.4            Changes in Form of Purchase Warrant . This form of Purchase Warrant need not be changed because of any change pursuant to this Section 6.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated in the Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation thereof.

6.2            Substitute Purchase Warrant . In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or share reconstruction or amalgamation, by a holder of the number of Shares of the Company for which such Purchase Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section 6. The above provision of this Section shall similarly apply to successive consolidations or share reconstructions or amalgamations.

6.3            Elimination of Fractional Interests . The Company shall not be required to issue certificates representing fractions of Shares upon the exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest whole number of Shares or other securities, properties or rights.

7.            Reservation and Listing . The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance upon exercise of the Purchase Warrants, such number of Shares or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the Exercise Price therefor, in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. The Company further covenants and agrees that upon exercise of the Purchase Warrants and payment of the exercise price therefor, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. As long as the Purchase Warrants shall be outstanding, the Company shall use its commercially reasonable efforts to cause all Shares issuable upon exercise of the Purchase Warrants to be listed (subject to official notice of issuance) on all national securities exchanges (or, if applicable, on the OTC Bulletin Board or any successor trading market) on which the Shares issued to the public in the Offering may then be listed and/or quoted.

8.            Certain Notice Requirements .

8.1            Holder’s Right to Receive Notice . Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice is given to the shareholders.
7


8.2            Events Requiring Notice . The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.

8.3            Notice of Change in Exercise Price . The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 6 hereof, send notice to the Holders of such event and change (“ Price Notice ”). The Price Notice shall describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s Chief Financial Officer.

8.4            Transmittal of Notices . All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall be deemed to have been duly made when hand delivered, or mailed by express mail or private or overnight courier service: (i) if to the registered Holder of the Purchase Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to following address or to such other address as the Company may designate by notice to the Holders:

If to the Holder:

Axiom Capital Management, Inc.
780 Third Avenue, 43 rd Floor
New York, NY 10017
Attn: Mr. Mark Martino, President
 mmartino@axiomcapital.com

with a copy (which shall not constitute notice) to:

Sichenzia Ross Friedman Ference LLP
Attention:  Richard Friedman, Esq.
61 Broadway
New York, New York  10006
Fax No.: (212) 930-9725
8


If to the Company:

ISIGN SOLUTIONS INC.
275 Shoreline Drive, Suite 500
Redwood Shores, California 94065
Attention:  Andrea Goren, Chief Financial Officer
Fax No:

with a copy (which shall not constitute notice) to:

Pillsbury Winthrop Shaw Pittman LLP
1540 Broadway
New York, New York 10036
Attn:  Jonathan J. Russo, Esq.
Fax No.:  (917) 464-8805

9.            Miscellaneous .

9.1            Amendments . The Company and Axiom  may from time to time supplement or amend this Purchase Warrant without the approval of any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and Axiom may deem necessary or desirable and that the Company and Axiom deem shall not adversely affect the interest of the Holders. All other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement of the modification or amendment is sought.

9.2            Headings . The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Purchase Warrant.

9.3.            Entire Agreement . This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

9.4            Binding Effect . This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.
9


9.5            Governing Law; Submission to Jurisdiction; Trial by Jury . This Purchase Warrant shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof. Each of the Company and the Holder hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the Company and the Holder hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company or the Holder may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.  The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

9.6            Waiver, etc . The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

9.7            Execution in Counterparts . This Purchase Warrant may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto. Such counterparts may be delivered by facsimile transmission or other electronic transmission.

9.8            Exchange Agreement . As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and Axiom enter into an agreement (“ Exchange Agreement ”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.

9.9            Specific Performance . If either party hereto fails to comply with the provisions of this Purchase Warrant, the other party shall, in addition to any other legal or other relief available to it, be entitled to seek specific performance or other equitable (including injunctive) relief against the breach of such provisions or the continuation of any such breach, without the necessity of proving actual damages and without the necessity of posting bond or other security.

[ Signature Page Follows ]
10


IN WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the ____ day of _______, 2016.

 
ISIGN SOLUTIONS INC.
     
 
By:
   
   
Name:
   
Title:
 
 
[ Signature page to Representative Warrant ]



[ Form to be used to exercise Purchase Warrant ]

Date:  __________, 20___

The undersigned hereby elects irrevocably to exercise the Purchase Warrant for ______ shares of common stock, par value $0.01 per share (the “ Shares ”), of iSign Solutions Inc. , a Delaware corporation (the “ Company ”), and hereby makes payment of $____ (at the rate of $____ per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been exercised.

or

The undersigned hereby elects irrevocably to convert its right to purchase ___ Shares of the Company under the Purchase Warrant for ______ Shares, as determined in accordance with the following formula:

 
X
=
Y(A-B)
 
A
 
Where,
     
 
X
=
The number of Shares to be issued to Holder;
 
Y
=
The number of Shares for which the Purchase Warrant is being exercised;
 
A
=
The fair market value of one Share which is equal to $_____; and
 
B
=
The Exercise Price which is equal to $______ per share
 
The undersigned agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement with respect to the calculation shall be resolved by the Company in its sole discretion.

Please issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted.

Signature ________________________________________

Signature Guaranteed _______________________________

12


INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Name:
   
 
(Print in Block Letters)
 
     
Address:
   
     
     
     
     

NOTICE: The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange.

13


[ Form to be used to assign Purchase Warrant ]

ASSIGNMENT

(To be executed by the registered Holder to effect a transfer of the within Purchase Warrant):

FOR VALUE RECEIVED, __________________ does hereby sell, assign and transfer unto the right to purchase shares of common stock, par value $0.01 per share, of iSign Solutions Inc., a Delaware corporation (the “ Company ”), evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right on the books of the Company.

Dated: __________, 20__

Signature  ________________________________________

Signature Guaranteed _______________________________

NOTICE: The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange.
14


Exhibit 99.1
 

FOR IMMEDIATE RELEASE

iSIGN ANNOUNCES PRICING OF PUBLIC OFFERING

REDWOOD SHORES, CA, May 16, 2016 iSign Solutions Inc. (OTCQB: “ISGN”) (“iSIGN” or the “Company”), a leading supplier of electronic signature and other software solutions enabling secure, cost-effective and paperless management of contracts and other document-based digital transactions, announced today the pricing of its underwritten public offering of 690,000 shares of common stock at an offering price of $1.74 per share and warrants to purchase 345,000 shares of common stock at a public offering price of $0.01 per warrant .  Upon consummation of the offering, the Company will have raised  gross cash proceeds of $1,204,050 million before deducting underwriting discounts and commissions and other offering expenses.  iSIGN has granted the underwriters a 45-day option to purchase up to an additional 103,500 shares of common stock, warrants to purchase up to an additional 51,750 shares of common, or a combination thereof, in each case representing no more than 15% of the shares or warrants, as applicable, sold in the offering, solely to cover over-allotments, if any.  The offering is expected to close on or about May 19, 2016, subject to the satisfaction of customary closing conditions.  iSIGN intends to use the net proceeds from the offering to expand its sales and marketing efforts, increase its product offerings, pay accrued and unpaid compensation due to officers, employees and/or their affiliated entities, and for working capital and general corporate purposes.

Axiom Capital Management, Inc. is acting as the sole book-running manager for the offering.

A registration statement on Form S-1 relating to the offering was filed with the Securities and Exchange Commission and is effective.  A preliminary prospectus relating to the offering has been filed with the SEC and is available on the SEC's web site at http://www.sec.gov. Copies of the final prospectus relating to the offering, when available, may be obtained from the offices of Axiom Capital Management, Inc.,   780 Third Avenue, 43rd Floor, New York, NY 10017, telephone: ( 212) 521-3848   or email: mjacobs@axiomcapital.com , or from the above-mentioned SEC website.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.

 
275 shoreline drive | suite 500 | redwood shores | ca 94065 | usa | +1.650.802.7888 t   | +1.650.802.7777 f


ABOUT iSIGN
iSIGN (formerly known as Communication Intelligence Corporation or CIC) is a leading provider of digital transaction management (DTM) software enabling fully digital (paperless) business processes. iSIGN’s solutions encompass a wide array of functionality and services, including electronic signatures, simple-to-complex workflow management and various options for biometric authentication. These solutions are available across virtually all enterprise, desktop and mobile environments as a seamlessly integrated software platform for both ad-hoc and fully automated transactions. iSIGN’s software platform can be deployed both on-premise and as a cloud-based service, with the ability to easily transition between deployment models. iSIGN is headquartered in Silicon Valley. iSIGN’s logo is a trademark of iSIGN.

FORWARD LOOKING STATEMENTS
Certain statements contained in this press release, including without limitation, statements containing the words “believes”, “anticipates”, “hopes”, “intends”, “expects”, and other words of similar import, constitute “forward looking” statements within the meaning of the Private Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors, which 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 containing the company’s technology; (2) economic, business, market and competitive conditions in the software industry and technological innovations which could affect customer purchases of the company’s solutions; (3) the company’s inability 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.

Contact Information:

iSIGN
Investor Relations and Media Inquiries:
Andrea Goren
+1.650.802.7723
agoren@isignnow.com

275 shoreline drive | suite 500 | redwood shores | ca 94065 | usa | +1.650.802.7888 t   | +1.650.802.7777 f


Exhibit 99.2
 

FOR IMMEDIATE RELEASE

iSIGN ANNOUNCES CLOSING OF PUBLIC OFFERING

REDWOOD SHORES, CA, May 19, 2016 iSign Solutions Inc. (OTCQB: “ISGN”) (“iSIGN” or the “Company”), a leading supplier of electronic signature and other software solutions enabling secure, cost-effective and paperless management of contracts and other document-based digital transactions, announced today the closing of its underwritten public offering of 690,000 shares of common stock at a public offering price of $1.74 per share and warrants to purchase 345,000 shares of common stock, with an exercise price of $2.175 per share, at a public offering price of $0.01 per warrant .  The Company raised gross cash proceeds of $1,204,050 before deducting underwriting discounts and commissions and other offering expenses.  iSIGN also granted the underwriters a 45-day option to purchase up to an additional 103,500 shares of common stock, warrants to purchase up to an additional 51,750 shares of common stock, or a combination thereof, in each case representing no more than 15% of the shares or warrants, as applicable, sold in the offering, solely to cover over-allotments, if any.  As a result of the consummation of the offering, each series of the Company’s outstanding preferred stock, including accrued and unpaid dividends through May 19, 2016, will be converted into shares of common stock.

iSIGN intends to use the net proceeds from the offering to expand its sales and marketing efforts, increase its product offerings, pay accrued and unpaid compensation due to officers, employees and/or their affiliated entities, and for working capital and general corporate purposes.

Axiom Capital Management, Inc. acted as the sole book-running manager for the offering.

A registration statement on Form S-1 relating to the offering was filed with the Securities and Exchange Commission and is effective.  A preliminary prospectus relating to the offering has been filed with the SEC and is available on the SEC's web site at http://www.sec.gov. Copies of the final prospectus relating to the offering, when available, may be obtained from the offices of Axiom Capital Management, Inc., 780 Third Avenue, 43rd Floor, New York, NY 10017, telephone: (212) 521-3848 or email: mjacobs@axiomcapital.com, or from the above-mentioned SEC website.

275 shoreline drive | suite 500 | redwood shores | ca 94065 | usa | +1.650.802.7888 t   | +1.650.802.7777 f


This press release does not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.

ABOUT iSIGN
iSIGN (formerly known as Communication Intelligence Corporation or CIC) is a leading provider of digital transaction management (DTM) software enabling fully digital (paperless) business processes. iSIGN’s solutions encompass a wide array of functionality and services, including electronic signatures, simple-to-complex workflow management and various options for biometric authentication. These solutions are available across virtually all enterprise, desktop and mobile environments as a seamlessly integrated software platform for both ad-hoc and fully automated transactions. iSIGN’s software platform can be deployed both on-premise and as a cloud-based service, with the ability to easily transition between deployment models. iSIGN is headquartered in Silicon Valley. iSIGN’s logo is a trademark of iSIGN.

FORWARD LOOKING STATEMENTS
Certain statements contained in this press release, including without limitation, statements containing the words “believes”, “anticipates”, “hopes”, “intends”, “expects”, and other words of similar import, constitute “forward looking” statements within the meaning of the Private Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors, which 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 containing the company’s technology; (2) economic, business, market and competitive conditions in the software industry and technological innovations which could affect customer purchases of the company’s solutions; (3) the company’s inability 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.

Contact Information:

iSIGN
Investor Relations and Media Inquiries:
Andrea Goren
+1.650.802.7723
agoren@isignnow.com

275 shoreline drive | suite 500 | redwood shores | ca 94065 | usa | +1.650.802.7888 t   | +1.650.802.7777 f