THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY
NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED,
(II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


 


PURSUANT
TO THE TERMS OF SECTION 1 OF THIS WARRANT, ALL OR A PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED, AND THEREFORE THE ACTUAL
NUMBER OF WARRANT SHARES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF.


 


HOPTO
INC.


 


Warrant
To Purchase Common Stock


 


Warrant
No.: PP-WF[__]


Number
of Shares of Common Stock: [______]


Date
of Issuance: May [●], 2018 (“Issuance Date”)


 


HOPTO
INC., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, [__________], the registered holder hereof or its permitted assigns
(the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise
Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase
Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or
after the Issuance Date (the “Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration
Date (as defined below), [______] ([______]) fully paid nonassessable shares of Common Stock (as defined below) (the “Warrant
Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in
Section 15. This Warrant is the “New Warrant” to purchase Common Stock issued pursuant to the Exchange Agreement
(the “Exchange Agreement”), dated as of May [●], 2018, by and between the Company and Holder.
This Warrant is one of a series of warrants containing substantially identical terms and conditions issued pursuant to the Exchange
Agreement (collectively, the “Warrants”). For avoidance of doubt, all Warrants issued pursuant to the Exchange
Agreement are considered one and the same series and are all “Warrants” hereunder. The “Subscription Date”
with respect to the Warrants issued pursuant to the Exchange Agreement is the date of the Exchange Agreement.


 




    	1



    	 



    

 


1.
EXERCISE OF WARRANT.


 


(a)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth
in Section 1(e)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Date, in whole
or in part (but not as to fractional shares), by (i) delivery of a written notice, in the form attached hereto as Exhibit A
(the “Exercise Notice”), of the Holder’s election to exercise this Warrant and (ii) if both (A) the
Holder is not electing a Cashless Exercise (as defined below) pursuant to Section 1(d) of this Warrant and (B) a registration
statement registering the resale or other disposition of the Warrant Shares under the Securities Act of 1933, as amended (the
“Securities Act”), is effective and available for the resale or other disposition of the Warrant Shares, payment
to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this
Warrant is being exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available
funds (a “Cash Exercise”) (the items under (i) and (ii) above, the “Exercise Delivery Documents”).
The Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder; provided, however,
that in the event that this Warrant is exercised in full or for the remaining unexercised portion hereof, the Holder shall deliver
this Warrant to the Company for cancellation within a reasonable time after such exercise. On or before the first Trading Day
following the date on which the Company has received the Exercise Delivery Documents (the date upon which the Company has received
all of the Exercise Delivery Documents, the “Exercise Date”), the Company shall transmit by facsimile or e-mail
transmission an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and the Company’s
transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the
Exercise Delivery Documents on or before the second Trading Day following the date on which the Company has received all of the
Exercise Delivery Documents. On or before the second Trading Day following the date on which the Company has received all of the
Exercise Delivery Documents (or, if later, the second Trading Day after the resolution of any reasonable objection by the Company
to the Exercise Delivery Documents) (the “Share Delivery Date”), the Company shall, (X) provided that
the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer
Program (the “FAST Program”) and so long as the certificates therefor are not required to bear a legend regarding
restriction on transferability, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which
the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through
its Deposit Withdrawal Agent Commission system, or (Y), if the Transfer Agent is not participating in the FAST Program or if the
certificates are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier to
the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of
the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise.
Upon the delivery of the Exercise Delivery Documents (or, if the Company reasonably objects to the Exercise Delivery Documents,
upon the resolution of such objection), the Holder shall be deemed for all corporate purposes to have become the holder of record
of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are
credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the
case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant
Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an
exercise, then the Company shall as soon as practicable and in no event later than three Trading Days after any such submission
and at its own expense, issue a new Warrant (in accordance with Section 7(e)) representing the right to purchase the number of
Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect
to which this Warrant has been and/or is exercised. The Company shall pay any and all taxes and other expenses of the Company
(including overnight delivery charges) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise
of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in
respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that
of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result
of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.


 




    	2



    	 



    

 


(b)
Exercise Price. For purposes of this Warrant, “Exercise Price” means $0.01, subject to adjustment as
provided herein.


 


(c)
Company’s Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue
to the Holder within three (3) Business Days of the Exercise Date a certificate for the number of shares of Common Stock to which
the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the Holder’s
balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise
of this Warrant, and if on or after such Trading Day the Holder, or any third party on behalf of the Holder or for the Holder’s
account, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by
the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a “Buy-In”),
then the Company shall, within three (3) Business Days after the Holder’s written request and in the Holder’s discretion,
either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions,
if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s
obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation
to deliver to the Holder a certificate or certificates representing such Warrant Shares and pay cash to the Holder in an amount
equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the
Closing Bid Price on the date of exercise.


 


(d) Cashless
Exercise. Notwithstanding anything contained herein to the contrary, from and after the six-month anniversary of the
Issuance Date and so long as the Company is required under the Registration Rights Agreement to have effected the
registration of the Warrant Shares for resale to the public pursuant to a Registration Statement (as such term is defined in
the Registration Rights Agreement), if the Warrant Shares may not be freely offered for sale to the public for any reason
(including, but not limited to, the failure of the Company to have effected the registration of the Warrant Shares or to have
a current prospectus available for delivery or otherwise, but excluding the period of any Allowed Delay (as defined in the
Registration Rights Agreement), the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in
lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the
Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common
Stock determined according to the following formula (a “Cashless Exercise”):


 




    	3



    	 



    

 


Net
Number = (A x B) - (A x C)


B


For
purposes of the foregoing formula:


 


	 	A=
    the total number of shares with respect to which this Warrant is then being exercised.
	 	 
	 	B=
    the arithmetic average of the Closing Sale Prices of the shares of Common Stock for the five (5) consecutive Trading Days
    ending on the date immediately preceding the date of the Exercise Notice.
	 	 
	 	C=
    the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 


(e)
Rule 144. For purposes of Rule 144(d) promulgated under the Securities Act, as in effect on the date hereof, assuming the
Holder is not an affiliate of the Company, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed
to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the Subscription
Date.


 


(f)
Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant
Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed.


 


(g)
Beneficial Ownership. The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right
to exercise this Warrant, to the extent that after giving effect to such exercise, such Person (together with such Person’s
affiliates) would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the shares of Common Stock
outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of
shares of Common Stock beneficially owned by such Person and its affiliates shall include the number of shares of Common Stock
issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude
shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially
owned by such Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other
securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible
notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation
contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be
calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number
of outstanding shares of Common Stock as reflected in the most recent of (1) the Company’s most recent Form 10-K, Form 10-Q,
Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more
recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number
of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company
shall within two (2) Business Days confirm to the Holder the number of shares of Common Stock then outstanding. In any case, the
number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities
of the Company, including this Warrant, by the Holder and its affiliates since the date as of which such number of outstanding
shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the
Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such
increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such
increase or decrease will apply only to the Holder. The provisions of this paragraph shall be construed and implemented in a manner
otherwise than in strict conformity with the terms of this Section 1(h) to correct this paragraph (or any portion hereof)
which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or
supplements necessary or desirable to properly give effect to such limitation.


 




    	4



    	 



    

 


2.
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be
adjusted from time to time as follows:


 


(a)
Adjustment upon Subdivision or Combination of Common Stock. If the Company at any time on or after the Subscription Date
subdivides (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) one or more
classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior
to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the
Company at any time on or after the Subscription Date combines (by any stock split, stock dividend, recapitalization, reorganization,
scheme, arrangement or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares,
the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant
Shares will be proportionately decreased. Any adjustment under this Section 2(a) shall become effective at the close of
business on the date the subdivision or combination becomes effective.


 


(b)
Other Events. If any event occurs of the type contemplated by the provisions of this Section 2 but not expressly
provided for by such provisions (including, without limitation, the granting of stock appreciation rights or phantom stock rights),
then the Company’s Board of Directors will make an appropriate adjustment in the Exercise Price and the number of Warrant
Shares so as to protect the rights of the Holder; provided that no such adjustment pursuant to this Section 2(b) will increase
the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 2.


 


3.
RIGHTS UPON DISTRIBUTION OF ASSETS.


 


(a)
If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders
of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash,
stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme
of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant,
then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would
have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this
Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum Percentage) immediately
before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record
holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent
that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Maximum Percentage,
then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any
shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in
abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding
the Maximum Percentage.


 


4.
PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a)
Purchase Rights. In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues
or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the
record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder
had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations
on the exercise of this Warrant) immediately before the date on which a record is taken for the grant, issuance or sale of such
Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined
for the grant, issue or sale of such Purchase Rights.


 




    	5



    	 



    

 


(b)
Fundamental Transactions; Company Cash Out. The Company shall not enter into or be party to a Fundamental Transaction unless
(i) the Successor Entity assumes in writing (unless the Company is the Successor Entity) all of the obligations of the Company
under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 4(b) pursuant
to written agreements in form and substance reasonably satisfactory to the Required Holders and approved by the Required Holders
prior to such Fundamental Transaction, including agreements to deliver to each holder of the Warrants in exchange for such Warrants
a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant,
including, without limitation, an adjusted exercise price equal to the value for the shares of Common Stock reflected by the terms
of such Fundamental Transaction, and exercisable for a corresponding number of shares of capital stock equivalent to the shares
of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of
this Warrant) prior to such Fundamental Transaction, and reasonably satisfactory to the Required Holders and (ii) the Successor
Entity (including its Parent Entity) is a publicly traded corporation whose common stock is quoted on or listed for trading on
an Eligible Market. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted
for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.
Upon consummation of the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall
be issued upon exercise of this Warrant at any time after the consummation of the Fundamental Transaction, in lieu of the shares
of Common Stock (or other securities, cash, assets or other property) issuable upon the exercise of the Warrant prior to such
Fundamental Transaction, such shares of the publicly traded common stock or common shares (or its equivalent) of the Successor
Entity (including its Parent Entity) which the Holder would have been entitled to receive upon the happening of such Fundamental
Transaction had this Warrant been converted immediately prior to such Fundamental Transaction, as adjusted in accordance with
the provisions of this Warrant. In addition to and not in substitution for any other rights hereunder, prior to the consummation
of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other
assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make
appropriate provision to insure that the Holder will thereafter have the right to receive upon an exercise of this Warrant at
any time after the consummation of the Corporate Event but prior to the Expiration Date, in lieu of shares of Common Stock (or
other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Corporate Event,
such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription
rights) which the Holder would have been entitled to receive upon the happening of such Corporate Event had this Warrant been
exercised immediately prior to such Corporate Event. Provision made pursuant to the preceding sentence shall be in a form and
substance reasonably satisfactory to the Required Holders. The provisions of this Section 4(b) shall apply similarly and
equally to successive Fundamental Transactions and Corporate Events and shall be applied without regard to any limitations on
the exercise of this Warrant. Notwithstanding anything to the contrary in this Section 4(b), in the event that any of the
requirements for being a party to or entering into a Fundamental Transaction are not met or may not be met, the Company may, in
lieu of satisfying such requirements, purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to
the Black-Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental
Transaction. The Company shall provide advance notice of any such purchase at least 20 days prior to the consummation and the
Company, which notice shall also set forth reasonable procedures governing the closing of the purchase.


 


(c)
Applicability to Successive Transactions. The provisions of this Section shall apply similarly and equally to successive
Fundamental Transactions and Corporate Events and shall be applied without regard to any limitations on the exercise of this Warrant.


 


5.
NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of
Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution,
issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, and will at all times in good faith comply with all the provisions of this Warrant and take all actions
consistent with effectuating the purposes of this Warrant. Without limiting the generality of the foregoing, the Company (i) shall
not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price
then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long
as this Warrant is outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares
of Common Stock, solely for the purpose of effecting the exercise of this Warrant, 100% of the number of shares of Common Stock
issuable upon exercise of this Warrant then outstanding (without regard to any limitations on exercise).


 




    	6



    	 



    

 


6.
WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s
capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital
of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in
such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to
vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock,
consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise,
prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise
of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to
purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities
are asserted by the Company or by creditors of the Company.


 


7.
REISSUANCE OF WARRANTS.


 


(a)
Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company and deliver
the completed and executed Assignment Form, in the form attached hereto as Exhibit B, whereupon the Company will forthwith
issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder
may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less then
the total number of Warrant Shares the underlying this Warrant is being transferred, a new Warrant (in accordance with Section
7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.


 


(b)
Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of
this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing
the right to purchase the Warrant Shares then underlying this Warrant.


 


(c)
Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the
right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right
to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however,
that no Warrants for fractional shares of Common Stock shall be given. Notwithstanding anything to the contrary herein, in no
event shall the original Warrant be subdivided into more than three (3) separate Warrants and such new Warrants shall not be further
subdivided.


 


(d)
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant,
such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant,
the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to
Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares
of Common Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant
Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is
the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.


 


8.
NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall
be given in accordance with the Exchange Agreement, except that with respect to Warrants issued pursuant to the offer contemplated
by the Schedule I referred to in the Exchange Agreement, such notice shall be given in accordance with the letter of transmittal
or other documents contained in the Schedule I.


 




    	7



    	 



    

 


9.
AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company
may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has
obtained the written consent of the Required Holders; provided, that the number of Warrant Shares subject to this Warrant,
the Exercise Price and the Expiration Date may not be amended, and the right to exercise this Warrant may not be altered or waived,
without the written consent of the Holder. Any such amendment shall apply to all Warrants and be binding upon all registered holders
of such Warrants.


 


10.
GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. This Warrant shall be governed by, and construed in accordance
with, the internal laws of the State of Delaware, without reference to the choice of law provisions thereof. The Company and,
by accepting this Warrant, the Holder, each 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 Warrant 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 Warrant. The Company and, by accepting this Warrant, the Holder, each 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.
The Company and, by accepting this Warrant, the Holder, each 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 COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE HOLDER HEREBY
WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN
CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 


11.
CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not
be construed against any person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall
not form part of, or affect the interpretation of, this Warrant.


 


12.
DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation
of the Warrant Shares, the Company shall submit the disputed determinations or arithmetic calculations via facsimile within two
(2) Business Days of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder
and the Company are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within
three Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall,
within two (2) Business Days submit via facsimile (a) the disputed determination of the Exercise Price to an independent, reputable
investment bank selected by the Company and approved by the Holder, which approval shall not be unreasonably withheld, or (b)
the disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company
shall cause the investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify
the Company and the Holder of the results no later than ten Business Days from the time it receives the disputed determinations
or calculations. The prevailing party in any dispute resolved pursuant to this Section 12 shall be entitled to the full amount
of all reasonable expenses, including all costs and fees paid or incurred in good faith, in relation to the resolution of such
dispute. Such investment bank’s or accountant’s determination or calculation, as the case may be, shall be binding
upon all parties absent demonstrable error.


 


13.
REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative
and in addition to all other remedies available under this Warrant, at law or in equity (including a decree of specific performance
and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure
by the Company to comply with the terms of this Warrant.


 




    	8



    	 



    

 


14.
TRANSFER. Subject to applicable law, this Warrant may not be offered for sale, sold, transferred or assigned without the
consent of the Company, such consent not to be unreasonably withheld or delayed.


 


15.
CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


	 	(a)	“Black-Scholes
    Value” means the value of the Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV”
    function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes
    and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between
    the date of the public announcement of the applicable Fundamental Transaction and the Expiration Date, (B) an expected volatility
    equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day
    immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share
    used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash
    consideration, if any, being offered in such Fundamental Transaction and (D) a remaining option time equal to the time between
    the date of the public announcement of the applicable Fundamental Transaction and the Expiration Date.
	 	 	 
	 	(b)	“Bloomberg”
    means Bloomberg Financial Markets.
	 	 	 
	 	(c)	“Business
    Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are
    authorized or required by law to remain closed.
	 	 	 
	 	(d)	“Closing
    Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing
    bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg,
    or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the
    closing trade price, as the case may be, then the last bid price or the last trade price, respectively, of such security prior
    to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange
    or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the
    principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the
    foregoing do not apply, the last closing bid price or last trade price, respectively, of such security in the over-the-counter
    market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade
    price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively,
    of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National
    Quotation Bureau, Inc.). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular
    date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price, as the case may be, of such security
    on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations
    to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the
    applicable calculation period.
	 	 	 
	 	(e)	“Common
    Stock” means (i) the Company’s shares of Common Stock, par value $0.0001 per share, and (ii) any share capital
    into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such Common
    Stock.
	 	 	 
	 	(f)	“Convertible
    Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable
    or exchangeable for shares of Common Stock.
	 	 	 
	 	(g)	“Eligible
    Market” means the Principal Market, The New York Stock Exchange, Inc., The NYSE American, The NASDAQ Global Market,
    The NASDAQ Global Select Market or The NASDAQ Capital Market.
	 	 	 
	 	(h)	“Expiration
    Date” means the fifth anniversary of the Exercisability Date or, if such date falls on a day other than a Trading
    Day or on which trading does not take place on the Principal Market, or, if the Principal Market is not the principal trading
    market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then
    traded (a “Holiday”), the next date that is not a Holiday.


 




    	9



    	 



    

 


	 	(i)	“Fundamental
    Transaction” means that the Company shall, directly or indirectly, in one or more related transactions, (i) consolidate
    or merge with or into (whether or not the Company is the surviving corporation) another Person (but excluding a migratory
    merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company), or (ii) sell, assign,
    transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person,
    or (iii) allow another Person to make a purchase, tender or exchange offer that is accepted by the holders of more than the
    50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the Person or Persons making
    or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or
    (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization,
    recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the
    50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other
    Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock purchase agreement
    or other business combination), (v) reorganize, recapitalize or reclassify its Common Stock, or (vi) any “person”
    or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall
    become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50%
    of the aggregate ordinary voting power represented by issued and outstanding Common Stock.
	 	 	 
	 	(j)	“Options”
    means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.
	 	 	 
	 	(k)	“Parent
    Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common
    stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or
    Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of
    the Fundamental Transaction.
	 	 	 
	 	(l)	“Person”
    means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated
    organization, any other entity and a government or any department or agency thereof.
	 	 	 
	 	(m)	“Principal
    Market” means the Over-the-Counter Bulletin Board.
	 	 	 
	 	(n)	“Registration
    Rights Agreement” means the Registration Rights Agreement between the Company and the Holders dated as of the same
    date as the Exchange Agreement.
	 	 	 
	 	(o)	“Required
    Holders” means the Holders of at least a majority of the outstanding Warrants.
	 	 	 
	 	(p)	“Successor
    Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving
    any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental
    Transaction shall have been entered into.
	 	 	 
	 	(q)	“Trading
    Day” means any day on which the Common Stock are traded on the Principal Market, or, if the Principal Market is
    not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which
    the Common Stock are then traded; provided that “Trading Day” shall not include any day on which the Common
    Stock are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock are suspended
    from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate
    in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).


 


~signature
page follows~


 




    	10



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date
set out above.


 


	 	HOPTO
    INC. 
	 	 	 
	 	By:
    	 
	 	Name:	Jean-Louis
Casabonne
	 	Title:	Interim
Chief Executive Officer


 


(HPTO: Signature Page to Warrant (May 2018))


 




    	 



    	 



    

 


EXHIBIT
A


 


EXERCISE
NOTICE


TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS


WARRANT
TO PURCHASE COMMON STOCK


 


HOPTO
INC.


 


The
undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”)
of hopTo Inc., a Delaware corporation (the “Company”), evidenced by the attached Warrant to Purchase Common
Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings
set forth in the Warrant.


 


1.
Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:


 


	 	____________	 	a
    “Cash Exercise” with respect to _________________ Warrant Shares; and/or


 


	 	____________	 	a
    “Cashless Exercise” with respect to _______________ Warrant Shares.


 


2.
Payment of Exercise Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the
Warrant Shares to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________
to the Company in accordance with the terms of the Warrant.


 


3.
Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms
of the Warrant and, after delivery of such Warrant Shares, _____________ Warrant Shares remain subject to the Warrant.


 


Date:
_______________ __, ______


 


Name
of Registered Holder


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 




    	A-1



    	 



    

 


EXHIBIT
B


 


ASSIGNMENT
FORM


 


HOPTO
INC.


 


(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


	Name:	 
	 	(Please
    Print)
	Address:	 
	 	(Please
    Print)
	Dated:
    _______________ __, ______	 
	Holder’s
    Signature: 	 
	Holder’s
    Address: 	 


 


NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration
or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.


 




    	B-1