STOCKHOLDERS’ DEFICIT

Carrying Value of Series A Preferred Stock

As of September 30, 2018, the carrying value of Series A Preferred Stock included accrued dividends at 11.5% and discount accretion from the date of issuance. Dividends and discount accretion totaled $0.2 million and $0.1 million, respectively, for the nine months ended September 30, 2018 and were recorded as a reduction to additional paid-in capital. The following table sets forth the activity recorded during the nine months ended September 30, 2018 related to the Series A Preferred Stock (in thousands):



Series A Preferred Stock carrying value at December 31, 2017	$	2,827
Dividends and discount accretion through September 30, 2018¹	299
Series A Preferred Stock carrying value September 30, 2018	$	3,126

¹Dividends recorded reflect the increase in the Liquidation Preference associated with unpaid dividends.

Carrying Value of Series C Preferred Stock

As of September 30, 2018, the carrying value of Series C Preferred Stock included accrued dividends at 11.5% and discount accretion from the date of issuance. Dividends and discount accretion totaled $7.5 million and $0.5 million, respectively, for the nine months ended September 30, 2018 and were recorded as a reduction to additional paid-in capital. The following table sets forth the activity recorded during the nine months ended September 30, 2018 related to the Series C Preferred Stock (in thousands):



Series C Preferred Stock carrying value at December 31, 2017	$	79,252
Dividends and discount accretion through September 30, 2018¹	7,973
Series C Preferred Stock carrying value September 30, 2018	$	87,225

¹Dividends recorded reflect the increase in the Liquidation Preference associated with unpaid dividends.

As of September 30, 2018, the Liquidation Preference of the Series A Preferred Stock and Series C Preferred Stock was $3.2 million and $92.0 million, respectively.

2017 Warrants

In connection with the Second Lien Note Facility (as defined below), the Company also issued warrants (the “2017 Warrants”) to the purchasers of the Second Lien Notes (as defined below) pursuant to a Warrant Purchase Agreement dated as of June 29, 2017 (the “Warrant Purchase Agreement”). The 2017 Warrants entitle the purchasers of the Warrants to purchase shares of Common Stock, representing at the time of any exercise of the 2017 Warrants an equivalent number of shares equal to 4.99% of the Common Stock of the Company on a fully diluted basis, subject to the terms of the Warrant Agreement governing the Warrants, dated as of June 29, 2017 (the “Warrant Agreement”); provided, however, the Warrants may not be converted to the extent that, after giving effect to such conversion, the holders of the 2017 Warrants would beneficially own, in the aggregate, in excess of (i) 19.99% of the shares of Common Stock outstanding as of June 29, 2017 (the “Closing Date”) minus (ii) the shares of Common Stock that were sold pursuant to the Second Quarter 2017 Private Placement (as defined below) (the “Conversion Cap”). The Conversion Cap will not apply to the 2017 Warrants if the Company obtains the approval of its stockholders for the removal of the Conversion Cap, which the Company is required to take certain steps to attempt to obtain, subject to the terms of the Warrant Agreement.

The 2017 Warrants have a 10-year term and an initial exercise price of $2.00 per share, and may be exercised by payment of the exercise price in cash or surrender of shares of Common Stock into which the Warrants are being converted in an aggregate amount sufficient to pay the exercise price. The exercise price and the number of shares that may be acquired upon exercise of the 2017 Warrants is subject to adjustment in certain situations, including price based anti-dilution protection whereby, subject to certain exceptions, if the Company later issues Common Stock or certain Common Stock Equivalents (as defined in the Warrant Agreement) at a price less than either the then-current market price per share or exercise price of the 2017 Warrants, then the exercise price will be decreased and the percentage of shares of Common Stock issuable upon exercise of the Warrants will remain the same, giving effect to such issuance. Additionally, the 2017 Warrants have standard anti-dilution protections if the Company effects a stock split, subdivision, reclassification or combination of its Common Stock or fixes a record date for the making of a dividend or distribution to stockholders of cash or certain assets. Upon the occurrence of certain business combinations the 2017 Warrants will be converted into the right to acquire shares of stock or other securities or property (including cash) of the successor entity. The 2017 Warrants are reflected as a liability in other non-current liabilities on the balance sheet and are adjusted to fair value at the end of each reporting period through an adjustment to earnings. The fair value of the 2017 Warrants was $21.7 million as of September 30, 2018 and was included in other non-current liabilities on the accompanying Unaudited Consolidated Balance Sheets. Fair value increases of $1.6 million and $1.2 million for the three months and nine months ended September 30, 2018, respectively, are presented as changes in fair value of equity linked liabilities on the accompanying Unaudited Consolidated Statements of Operations.