REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (the “Agreement”) is made and entered into as of May 21, 2018 by and among
hopTo Inc., a Delaware corporation (the “Company”), and the “Holders” named in that certain Exchange
Agreement by and among the Company and the Holders entered into as of the date hereof (the “Exchange Agreement”).
Capitalized terms used herein have the respective meanings ascribed thereto in the Exchange Agreement unless otherwise defined
herein.


 


WHEREAS,
the Exchange Agreement contemplates the issuance of the New Warrants by the Company and the registration of such New Warrants
pursuant to this Agreement.


 


The
parties hereby agree as follows:


 


1.
Certain Definitions.


 


As
used in this Agreement, the following terms shall have the following meanings:


 


“Common
Shares” means the Company’s common stock, par value $0.0001 per share, and any securities into which such shares
may hereinafter be reclassified.


 


“Holders”
means the Holders identified in the Exchange Agreement and any Affiliate or permitted transferee of any Holder who is a subsequent
holder of any Registrable Securities.


 


“Prospectus”
means (i) any prospectus (preliminary or final) included in any Registration Statement, as amended or supplemented by any prospectus
supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration
Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material
incorporated by reference in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under
the 1933 Act.


 


“Register,”
“registered” and “registration” refer to a registration made by preparing and filing a Registration
Statement or similar document in compliance with the 1933 Act (as defined below), and the declaration or ordering of effectiveness
of such Registration Statement or document.


 


“Registrable
Securities” means (i) the Warrant Shares, and (ii) any other securities issued or issuable with respect to, upon exercise
of, or in exchange for the New Warrants or Warrant Shares, whether by merger, charter amendment, or otherwise; provided,
that, a security shall cease to be a Registrable Security upon (A) sale pursuant to a Registration Statement, Rule 144 under the
1933 Act, or otherwise in a transaction in which the transferee received unlegended securities, or (B) such security becoming
eligible for sale without restriction pursuant to Section 4(1) of the 1933 Act; provided, however, that, any restrictive
legend on any certificate representing such security shall have been removed or there shall have been delivered to the transfer
agent for such security irrevocable documentation (including any necessary legal opinion of counsel to the Company reasonably
satisfactory in form and substance to the applicable Holder) to the effect that, upon submission by the applicable Holder of the
certificate representing such security, any such restrictive legend shall be removed.


 




    	 



    	 



    

 


“Registration
Statement” means any registration statement of the Company filed under the 1933 Act that covers the resale of any of
the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement,
including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.


 


“Required
Holders” means the Holders beneficially owning a majority of the Registrable Securities.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“Warrant
Shares” means the shares of Common Stock, subject to adjustment, underlying the New Warrants.


 


“1933
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“1934
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


2.
Registration.


 


(a)
Registration Statements.


 


(i)
Initial Registration Statement. Promptly following the closing of the transactions contemplated by the Exchange Agreement
(the “Closing Date”), the Company shall, on a reasonable best efforts basis, prepare and file with the SEC
one Registration Statement on Form S-1, covering the resale of the Registrable Securities. Subject to any SEC comments, such Registration
Statement shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no
Holder shall be named as an “underwriter” in the Registration Statement without the Holder’s prior written consent.
In the event that the SEC requires a Holder to be named as an underwriter and such Holder does not consent thereto, such Holder’s
Registrable Securities shall be removed from the Registration Statement and shall be treated as “Cut Back Shares”
in accordance with Section 2(d) hereof. Such Registration Statement also shall cover, to the extent allowable under the 1933 Act
and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional Common Shares resulting from
stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Such Registration Statement
shall not include any Common Shares or other securities for the account of any other holder without the prior written consent
of the Required Holders, such consent not to be unreasonably withheld. The Registration Statement (and each amendment or supplement
thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the
Holders and their counsel prior to its filing or other submission, provided, that no such amendment or supplement
occurring solely as a result of the filing by the Company of a report or other document pursuant to the 1934 Act need be provided
to any Holder or its counsel.


 


(ii)
S-3 Qualification. Promptly following the date (the “Qualification Date”) upon which the Company becomes
eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, but in no event more than
thirty (30) days after the Qualification Date (the “Qualification Deadline”), the Company shall file a registration
statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the registration statement
on Form S-1) (a “Shelf Registration Statement”) and shall use commercially reasonable efforts to cause such
Shelf Registration Statement to be declared effective as promptly as practicable thereafter. Such Shelf Registration Statement
shall not include any Common Shares or other securities for the account of any other holder without the prior written consent
of the Required Holders, such consent not to be unreasonably withheld.


 




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(b)
Expenses. The Company will pay all expenses associated with effecting the registration of the Registrable Securities, including
filing and printing fees, the Company’s counsel and accounting fees and expenses, costs associated with clearing the Registrable
Securities for sale under applicable state securities laws, and listing fees, and other reasonable expenses in connection with
the registration, but excluding discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar securities
industry professionals with respect to the Registrable Securities being sold.


 


(c)
Effectiveness.


 


(i)
The Company shall use commercially reasonable efforts to have any Registration Statement declared effective as soon as practicable.
The Company shall notify the Holders by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24)
hours, after any Registration Statement is declared effective and shall simultaneously provide the Holders with copies of any
related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby.


 


(ii)
For not more than twenty (20) consecutive days or for a total of not more than forty-five (45) days in any twelve (12) month period,
the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section in the event
that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure of material non-public
information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the
best interests of the Company or (B) amend or supplement the affected Registration Statement or the related Prospectus so that
such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the
circumstances under which they were made, not misleading (an “Allowed Delay”); provided, that the Company
shall promptly (a) notify each Holder in writing of the commencement of an Allowed Delay, but shall not (without the prior written
consent of a Holder) disclose to such Holder any material non-public information giving rise to an Allowed Delay, (b) advise the
Holders in writing to cease all sales under the Registration Statement until the end of the Allowed Delay and (c) use commercially
reasonable efforts to terminate an Allowed Delay as promptly as practicable.


 


(d)
Rule 415; Cutback. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities
in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under
the 1933 Act or requires any Holder to be named as an “underwriter”, the Company shall use its best efforts to persuade
the SEC that the offering contemplated by a Registration Statement is a bona fide secondary offering and not an offering “by
or on behalf of the issuer” as defined in Rule 415 and that none of the Holders is an “underwriter”. The Holders
shall have the right, at their own expense to the extent that the expense reimbursement provision in Section 2(b) is exceeded,
to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position
and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission
shall be made to the SEC to which the Holders’ counsel reasonably objects. In the event that, despite the Company’s
best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i)
remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or
(ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require
to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”);
provided, however, that the Company shall not agree to name any Holder as an “underwriter” in such Registration
Statement without the prior written consent of such Holder. Any cut-back imposed by the SEC Restrictions shall be applied to the
Registrable Securities. Any such cut-back shall be allocated among the holders of the securities subject to such cut-back on a
pro rata basis based on the number of Registrable Securities held by them unless the SEC Restrictions otherwise require or provide
or such holders otherwise agree.


 




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(e)
Right to Piggyback Registration.


 


(i)
If at any time following the date of this Agreement that any Registrable Securities remain outstanding, (A) there is not one or
more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason
to register any shares of Common Shares under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form
S-8 (or a similar or successor form)) with respect to an offering of Common Shares by the Company for its own account or for the
account of any of its stockholders, it shall at each such time promptly give written notice to the holders of the Registrable
Securities of its intention to do so (but in no event less than thirty (30) days before the anticipated filing date) and, to the
extent permitted under the provisions of Rule 415 under the 1933 Act, include in such registration all Registrable Securities
with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after receipt of
the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable
Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall
indicate the intended method of distribution of such Registrable Securities.


 


(ii)
Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their
Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts
and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible
for other expenses as set forth in Section 2(b)) and subject to the Holders entering into customary underwriting documentation
for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention
to register any Registrable Securities pursuant to Section 2(e)(i) and prior to the effective date of the registration statement
filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement
to become effective under the 1933 Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved
of its obligation to register any Registrable Securities in connection with such registration; provided, however,
that nothing contained in this Section 2(e)(ii) shall limit the Company’s liabilities and/or obligations under this Agreement,
including, without limitation, the obligation to pay liquidated damages under this Section 2.


 




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3.
Company Obligations. The Company will use commercially reasonable efforts to effect the registration of the Registrable
Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:


 


(a)
use commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective
for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration
Statement as amended from time to time, have been sold pursuant to a Registration Statement, Rule 144 under the 1933 Act, or otherwise
in a transaction in which the transferee received unlegended securities, (ii) the date on which all of the securities covered
thereby no longer constitute Registrable Securities and (iii) the expiration of all of the New Warrants (the “Effectiveness
Period”), and advise the Holders in writing when the Effectiveness Period has expired;


 


(b)
prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the Prospectus as
may be necessary to keep the Registration Statement effective for the Effectiveness Period and to comply with the provisions of
the 1933 Act and the 1934 Act with respect to the distribution of all of the Registrable Securities covered thereby;


 


(c)
provide copies to and permit counsel designated by the Holders to review each Registration Statement and all amendments and supplements
thereto no fewer than three (3) Business Days prior to their filing with the SEC and not file any document to which such counsel
reasonably objects; provided, that no such amendment or supplement occurring solely as a result of the filing by
the Company of a report or other document pursuant to the Exchange Act need be provided to any Holder or its counsel;


 


(d)
furnish to the Holders and their respective legal counsel (i) promptly after the same is prepared and publicly distributed, filed
with the SEC, or received by the Company (but not later than two (2) Business Days after the filing date, receipt date or sending
date, as the case may be) one (1) copy of any Registration Statement and any amendment thereto (other than an amendment occurring
solely as a result of the filing by the Company of a report or other document pursuant to the 1934 Act), each preliminary prospectus
and Prospectus and each amendment or supplement thereto (other than an amendment or supplement occurring solely as a result of
the filing by the Company of a report or other document pursuant to the 1934 Act), and (in the case of the Holders and their counsel
only) each letter written by or on behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence from
the SEC or the staff of the SEC, in each case relating to such Registration Statement (other than any portion thereof which contains
information for which the Company has sought confidential treatment), and (ii) such number of copies of a Prospectus, including
a preliminary prospectus, and all amendments and supplements thereto (other than an amendment or supplement occurring solely as
a result of the filing by the Company of a report or other document pursuant to the 1934 Act) and such other documents as each
Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder that are
covered by the related Registration Statement; provided, that any document filed and available on the SEC’s EDGAR
system (or its successor) shall be deemed to have been furnished to the Holders and their respective counsel upon the Company
notifying the Holders of the filing thereof;


 




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(e)
use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii)
if such order is issued, obtain the withdrawal of any such order at the earliest possible moment;


 


(f)
prior to any public offering of Registrable Securities, use commercially reasonable efforts to register or qualify or cooperate
with the Holders and their respective counsel in connection with the registration or qualification of such Registrable Securities
for offer and sale under the securities or blue sky laws of such jurisdictions requested by the Holders and do any and all other
commercially reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable
Securities covered by the Registration Statement; provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required
to qualify but for this Section 3(f), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise
be so subject but for this Section 3(f), or (iii) file a general consent to service of process in any such jurisdiction;


 


(g)
use commercially reasonable efforts to cause all Registrable Securities covered by a Registration Statement to be listed or quoted,
as applicable, on each securities exchange, interdealer quotation system or other market on which similar securities issued by
the Company are then listed or quoted;


 


(h)
immediately notify the Holders, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening
of any event as a result of which, the Prospectus includes an untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then
existing, and promptly prepare, file with the SEC and furnish to the Holders a supplement to or an amendment of such Prospectus
as may be necessary so that such Prospectus shall not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then
existing;


 


(i)
otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act
and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement
or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Holders in writing if, at any
time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof,
the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other
actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder; and make available
to its security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings
statement covering a period of at least twelve (12) months, beginning after the effective date of each Registration Statement,
which earnings statement shall satisfy the provisions of Section 11(a) of the 1933 Act, including Rule 158 promulgated thereunder
(for the purpose of this subsection 3(i), “Availability Date” means the 45th day following the end of the fourth
fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is
the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of
such fourth fiscal quarter); and


 




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(j)
With a view to making available to the Holders the benefits of Rule 144 (or its successor rule) and any other rule or regulation
of the SEC that may at any time permit the Holders to sell shares of Common Shares to the public without registration, the Company
covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144,
until the earlier of (A) such date as all of the Registrable Securities shall have been resold pursuant to a Registration Statement,
Rule 144 or otherwise in a transaction in which the transferee received unlegended shares, or (B) the date on which all of the
securities covered by this Agreement no longer constitute Registrable Securities, (ii) file with the SEC in a timely manner (including
any period provided by Rule 12b-25 under the 1934 Act) all reports and other documents required of the Company under the 1934
Act; and (iii) furnish to each Holder upon request, as long as such Holder owns any Registrable Securities, (A) a written statement
by the Company that it has complied with the reporting requirements of the 1934 Act, (B) a copy of the Company’s most recent
Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in
order to avail such Holder of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without
registration.


 


(k)
Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review
by the Holders, advisors to and representatives of the Holders (who may or may not be affiliated with the Holders and who are
reasonably acceptable to the Company), all financial and other records, all SEC Filings (as defined in the Exchange Agreement)
and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary
for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period,
to supply all such information reasonably requested by the Holders or any such representative, advisor or underwriter in connection
with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made
or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement
for the sole purpose of enabling the Holders and such representatives, advisors and underwriters and their respective accountants
and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement.


 


The
Company shall not knowingly disclose material nonpublic information to the Holders, or to advisors to or representatives of the
Holders, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information
and provides the Holders, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic
information for review and any Holder wishing to obtain such information enters into an appropriate confidentiality agreement
with the Company with respect thereto.


 




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4.
Obligations of the Holders.


 


(a)
Each Holders shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it,
and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the
registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company
may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement,
the Company shall notify each Holder of the information the Company requires from such Holder if such Holder elects to have any
of the Registrable Securities included in the Registration Statement. A Holder shall provide such information to the Company at
least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Holder elects to
have any of the Registrable Securities included in the Registration Statement. In the event that a Holder does not provide such
information on a timely basis, the Company shall provide prompt written notice to such Holder that the Registrable Securities
attributable to such Holder will be excluded from the Registration Statement unless such Holder provides the required information
within one (1) Business Day after its receipt of such notice. If such Holder does not provide the required information to the
Company by the end of the next Business Day after its receipt of such notice, the Company shall have the right to exclude the
Registrable Securities attributable to such Holder from the Registration Statement and any such Holder shall not be entitled to
receive any liquidated damages pursuant to the provisions of this Agreement with respect to such Registration Statement. Notwithstanding
anything in this Agreement to the contrary, any Holder that elects not to have any of its Registrable Securities included in the
Registration Statement, shall not be entitled to receive any liquidated damages pursuant to the provisions of this Agreement with
respect to such Registration Statement.


 


(b)
Each Holder, by its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Holder has notified the
Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.


 


(c)
Each Holder agrees to reasonably cooperate with the Company’s efforts to procure legal opinions in the nature contemplated
by the definition of Registrable Securities by providing reasonable factual certifications, including providing such certificates
(unless Holder reasonably determines that it cannot make the applicable certifications) of the same tenor as provided in connection
with the Exchange Agreement.


 


(d)
Each Holder agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant
to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(h) hereof, such Holder will immediately discontinue
disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until the Holder
is advised by the Company that such dispositions may again be made.


 




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5.
Indemnification.


 


(a)
Indemnification by the Company. The Company will indemnify and hold harmless each Holder and its respective officers, directors,
members, managers, partners, trustees, employees and agents and other representatives, successors and assigns, and each other
person, if any, who controls such Holder within the meaning of the 1933 Act, against any losses, claims, damages or liabilities,
joint or several, to which they may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement
or omission or alleged omission of any material fact contained in any Registration Statement, any Prospectus, or any amendment
or supplement thereof; (ii) any blue sky application or other document executed by the Company specifically for that purpose or
based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all
of the Registrable Securities under the securities laws thereof (any such application, document or information herein called a
“Blue Sky Application”); (iii) the omission or alleged omission to state in a Blue Sky Application a material
fact required to be stated therein or necessary to make the statements therein not misleading; (iv) any violation by the Company
or its agents of any rule or regulation promulgated under the 1933 Act applicable to the Company or its agents and relating to
action or inaction required of the Company in connection with such registration; or (v) any failure to register or qualify the
Registrable Securities included in any such Registration Statement in any state where the Company or its agents has affirmatively
undertaken or agreed in writing that the Company will undertake such registration or qualification on a Holder’s behalf
and will reimburse such Holder each such officer, director, member, manager, partner, trustee, employee and agent and each such
representative, successor and assign and each such controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable to any Holder or its respective officers, directors, members, managers, partners, trustees,
employees and agents and other representatives, successors and assigns and controlling persons, as applicable, in any such case
if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission so made in conformity with information furnished by such Holder or any such controlling
person of such Holder in writing specifically for use in such Registration Statement or Prospectus.


 


(b)
Indemnification by the Holders. Each Holder agrees, severally but not jointly, to indemnify and hold harmless, to the fullest
extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company
(within the meaning of the 1933 Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney
fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration
Statement or Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the
extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by
such Holder to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement
thereto. In no event shall the liability of a Holder be greater in amount than the dollar amount of the proceeds (net of all expenses
paid by such Holder in connection with any claim relating to this Section 6 and the amount of any damages such Holder has otherwise
been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable
Securities included in the Registration Statement giving rise to such indemnification obligation.


 




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(c)
Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to
the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to
assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person
entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such
claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has
agreed to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim and employ
counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such person, based upon written advice
of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims that
makes it inadvisable or improper under applicable legal ethics rules for one counsel to represent both the indemnifying party
and such person with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such
person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right
to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified
party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent
that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or
litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction,
be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying
party will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that
does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release
from all liability in respect of such claim or litigation.


 


(d)
Contribution. If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) is unavailable
to an indemnified party or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying
party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability
in such proportion as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well
as any other relevant equitable considerations. No person guilty of fraudulent misrepresentation within the meaning of Section
11(f) of the 1933 Act shall be entitled to contribution from any person not guilty of such fraudulent misrepresentation. In no
event shall the contribution obligation of a holder of Registrable Securities be greater in amount than the dollar amount of the
proceeds (net of all expenses paid by such holder in connection with any claim relating to this Section 6 and the amount of any
damages such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.


 




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6.
Miscellaneous.


 


(a)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may
be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent
of the Company and the Required Holders.


 


(b)
Notices. All notices and other communications provided for or permitted hereunder shall be made as follows: in the case
of notices to or from the Holders, as set forth in Section 8(g) of the Exchange Agreement.


 


(c)
Assignments and Transfers. The provisions of this Agreement shall be binding upon and inure to the benefit of the Holders
and their respective successors and assigns. A Holder may transfer or assign, in whole or from time to time in part, to one or
more persons its rights hereunder in connection with the transfer of Registrable Securities by such Holder to such person, provided
that such Holder complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after
such assignment is effected.


 


(d)
Assignments and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operation of law
or otherwise) without the prior written consent of the Required Holders; provided, however, that no consent of the Required
Holders shall be required in the event that the Company is a party to a merger, consolidation, share exchange or similar business
combination transaction in which the Common Shares are converted into the equity securities of another Person, from and after
the effective time of such transaction, and such Person shall, by virtue of such transaction, be deemed to have assumed the obligations
of the Company hereunder, in which case the term “Company” shall be deemed to refer to such Person and the term “Registrable
Securities” shall be deemed to include the securities received by the Holders in connection with such transaction unless
such securities are otherwise freely tradable by the Holders after giving effect to such transaction.


 


(e)
Benefits of the Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon
the respective successors and permitted assigns of the parties. Nothing in this Agreement, express or implied, is intended to
confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f)
Counterparts; Faxes. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. This Agreement may be delivered via facsimile or other
form of electronic communication, which shall be deemed an original.


 


(g)
Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement.


 




    	-11-



    	 



    

 


(h)
Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable law,
and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders
any provisions hereof prohibited or unenforceable in any respect.


 


(i)
Further Assurances. The parties shall execute and deliver all such further instruments and documents and take all such
other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment
of the agreements herein contained.


 


(j)
Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be
a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained
herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.


 


(k)
Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance
with, the internal laws of the State of Delaware without regard to the choice of law principles thereof. Each of the parties hereto
irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware located in New Castle County and the
United States District Court for the District of Delaware for the purpose of any suit, action, proceeding or judgment relating
to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit,
action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving
of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any
such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to
the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such
suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO
WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 




    	-12-



    	 



    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as
of the date first above written.


 


	 	COMPANY
	 	HOPTO
    INC.
	 	 	 
	 	By:	 
	 	 	Jean-Louis
                                         Casabonne

        Interim
        Chief Executive Officer, Chief Financial Officer, Secretary



 


[Signature
Pages of Holders Follow.]


 


(Signature
Page to Registration Rights Agreement - hopTo)


 




    	 



    	 



    

 





	 	HOLDERS






	 	 	 
	 	Special
    Situations Technology Fund LP
	 	 	 
	 	By:	 
	 	Name:	Adam
    Stettner
	 	Title:	Managing
    Partner
	 	 	 
	 	Special
    Situations Technology Fund II LP
	 	 	 
	 	By:	 
	 	Name:	Adam
    Stettner
	 	Title:	Managing
    Partner




 
















	 	 	

        

	 	 	David R.
    Wilmerding III




 










	 	Jon
    C. Baker Family LLC
	 	 	 
	 	By:	 
	 	Name:	Jon
    C. Baker
	 	Title:	 




 










	 	JMI
    Holdings LLC (2011 Family Series)
	 	 	 
	 	By:	 
	 	Name:	Charles
    E. Noell
	 	Title:	Managing
    Member




 










	 	London
    Family Trust
	 	 
	 	By:	 
	 	Name:	Robert
    S. London
	 	Title:	Trustee




 










	 	 	 
	 	 	Neil
    Goldman




 










	 	Wall
    Street Capital Partners, L.P 
	 	 	 
	 	By:	 
	 	Name:	Jeffrey
    Kone
	 	Title:	Managing
    Member




 


(Signature
Page to Registration Rights Agreement)


 




    	 



    	 



    

 


Exhibit
A


 


Plan
of Distribution


 


The
selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares
of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as
a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any
or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility
on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices
at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at
negotiated prices.


 


The
selling stockholders may use any one or more of the following methods when disposing of shares or interests therein:


 


	 	–	ordinary
    brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	 	 	 
	 	–	block
    trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block
    as principal to facilitate the transaction;
	 	 	 
	 	–	purchases
    by a broker-dealer as principal and resale by the broker-dealer for its account;
	 	 	 
	 	–	an
    exchange distribution in accordance with the rules of the applicable exchange;
	 	 	 
	 	–	privately
    negotiated transactions;
	 	 	 
	 	–	short
    sales effected after the date the registration statement of which this Prospectus is a part is declared effective by the SEC;
	 	 	 
	 	–	through
    the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
	 	 	 
	 	–	broker-dealers
    may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
	 	 	 
	 	–	a
    combination of any such methods of sale; and
	 	 	 
	 	–	any
    other method permitted by applicable law.


 


The
selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock
owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer
and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under
Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee,
transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer
the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will
be the selling beneficial owners for purposes of this prospectus.


 




    	 



    	 



    

 


In
connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions
with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course
of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these
securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these
securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions
or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution
of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).


 


The
aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of
the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together
with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly
or through agents. We will not receive any of the proceeds from this offering.


 


The
selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under
the Securities Act, provided that they meet the criteria and conform to the requirements of that rule.


 


The
selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests
therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions,
concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities
Act. Selling stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be
subject to the prospectus delivery requirements of the Securities Act.


 


To
the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase
prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with
respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement that includes this prospectus.


 


In
order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only
through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has
been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied
with.


 




    	 



    	 



    

 


We
have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934
(the “Exchange Act”) may apply to sales of shares in the market and to the activities of the selling stockholders
and their affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented
or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements
of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the
sale of the shares against certain liabilities, including liabilities arising under the Securities Act.


 


We
have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state
securities laws, relating to the registration of the shares offered by this prospectus.


 


We
have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective
until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance
with the registration statement, Rule 144 under the 1933 Act, or otherwise in a transaction in which the transferee received unlegended
securities, and (2) the date on which all of the securities covered hereby are freely tradable without restriction and are replaced
with certificates not bearing restrictive legends.