WARRANT
EXCHANGE AGREEMENT


 


This
WARRANT EXCHANGE AGREEMENT, dated as of May 21, 2018 (this “Agreement”), between HopTo Inc.,
a Delaware corporation (the “Company”), and the other persons whose names appear on the signature pages attached
hereto (each a “Holder”), and collectively, the “Holders”)


 


RECITALS


 


WHEREAS,
each Holder owns the warrants set forth opposite its name on Schedule I attached hereto (the “Existing Warrants”)
to purchase shares of Common Stock, $0.0001 par value (“Common Stock”), of the Company issued pursuant to the
Exercise Agreement, dated as of June 17, 2013, and Purchase Agreement, dated as of January 7, 2014, by and between the Company
and each Holder, as applicable;


 


WHEREAS,
the Company and each Holder, as applicable, entered into Registration Rights Agreements dated June 14, 2013 and January 7, 2014
(the “Existing Registration Rights Agreements”) whereby the Company agreed to pay the Holders liquidated damages
(as described in the Existing Registration Rights Agreements) if sales of the shares of Common Stock underlying the Existing Warrants
cannot made pursuant to a Registration Statement;


 


WHEREAS,
the Company and each Holder desire to exchange (the “Exchange”) all of the Existing Warrants for new warrants
(the “New Warrants”) entitling the Holder to purchase the number of shares of Common Stock set forth opposite
its name on Schedule I (the “Warrant Shares” and together with the New Warrants, the “Securities”);


 


WHEREAS,
to effect the Exchange, each Holder will surrender the Existing Warrants in exchange for New Warrants in a manner expected to
be exempt from registration under United States securities laws pursuant to Section 3(a)(9) of the Securities Act of 1933, as
amended (the “1933 Act”); and


 


WHEREAS,
in connection with the Exchange, the Holders will agree to the full release and termination of claims for damages arising from
the Existing Registration Rights Agreements;


 





AGREEMENT


 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and for other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Holder, severally,
and not jointly, hereby agree as follows:


 


1.
Exchange Terms. Subject to the terms and conditions hereof the Company and each Holder, severally and not jointly,
agree as follows:


 


(a)
Exchange. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and
conditions herein set forth, at the Closing (as defined below), (i) each Holder shall cause to be validly and irrevocably surrendered
for exchange and cancellation the Existing Warrants held by such Holder and (ii) the Company shall cause the New Warrants as set
forth on Schedule I to be duly issued, executed, and delivered by the Company in substantially the form attached hereto
as Exhibit A.


 


(b)
Consideration. In exchange for each Existing Warrant properly exchanged, each Holder will receive the New Warrants as set
forth on Schedule I.


 


(c)
Registration Rights Agreement. The Company and each Holder shall, at the Closing, enter into a registration rights agreement
in substantially in the form of Exhibit B hereto (the “Registration Rights Agreement,” and together with the
New Warrants and this Agreement, the “Transaction Documents”).


 






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(d)
Legal Opinion. The Company shall procure a legal opinion from Manatt, Phelps & Phillips, LLP or other counsel of its
choice (the “Legal Opinion”) to be delivered to, and only to, the Company’s stock transfer agent, and only for
its reliance, to remove the 1933 Act restrictive legend on all Common Shares currently held at Closing by the Holders as set forth
on Schedule II (the “Current Stock”), provided, however, that each Holder shall provide a certificate in the form
and substance previously provided to such Holder (collectively, the “Holder Certificate”) and such other factual
confirmations as may reasonably be requested. Promptly following July 28, 2018, the Company agrees to procure a second legal opinion
for any Current Stock purchased by a Holder from the Company pursuant to the Purchase Agreement dated as of July 24, 2015 and
issued on July 28, 2015, provided, however, that each Holder shall provide a new Holder Certificate dated as of a date not earlier
than July 28, 2019. If a Holder revokes or in any way disavows any part of its Holder Certificate or the Company’s counsel
reasonably determines (whether due to change in law, policy or market practice) that the Holder Certificate is materially inaccurate
or that it no longer provides an adequate legal basis for the Legal Opinion, the Company will so notify the Holder, who will then
promptly submit the Current Stock to the Company’s transfer agent for re-imposition of the 1933 Act restrictive legend.


 


(e)
Closing. The closing of the Exchange (the “Closing”) shall take place at the offices of Manatt, Phelps
& Phillips, LLP, 11355 West Olympic Boulevard, Los Angeles, California 90064 within three business days of the execution and
delivery of this Agreement by each of the parties hereto, provided that all of the conditions set forth in Section 4
have been satisfied or waived, or at such time and place as the parties hereto shall agree.


 


2.
Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, each Holder
that:


 


(a)
Organization and Qualification. The Company is an entity duly incorporated or otherwise organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company is duly
qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the
nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so
qualified or in good standing, as the case may be, could not have or reasonably be expected to result in (i) a material adverse
effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results
of operations, assets, business, prospects or condition (financial or otherwise) of the Company, taken as a whole, or (iii) a
material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under
any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”).


 


(b)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder
and has taken all corporate action necessary therefor. Each Transaction Document to which the Company is a party has been (or
upon the execution and delivery thereof by the Company will have been) duly executed by the Company and, when delivered in accordance
with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company
in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by
laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by applicable law.


 


(c)
Issuance of Shares. The Warrant Shares have been duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The Company
has reserved from its duly authorized capital stock a number of Common Shares for issuance of the Warrant Shares.


 






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(d)
No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation
by the Company of the other transactions contemplated hereby and thereby, do not and will not: (i) conflict with or violate any
provision of the Company’s certificate or articles of incorporation, bylaws or other organizational or charter documents,
or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default)
under, result in the creation of any Lien upon any of the properties or assets of the Company, or give to others any rights of
termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit
facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company is a party
or by which any property or asset of the Company is bound, or (iii) subject to the Required Approvals, conflict with or result
in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental
authority to which the Company is subject (including federal and state securities laws and regulations), or by which any property
or asset of the Company is bound; except in the case of each of clauses (ii) and (iii), such as could not have and would not reasonably
be expected to result in a Material Adverse Effect. Holder agrees that, to the extent Holder is a party to any agreement with
the Company as to which a consent would be needed to make the representations in this Section 2 true, Holder is deemed to have
given such consent.


 


(e)
No Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions,
transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby, except for any such fee
or commission paid solely by the Company.


 


(f)
No Investment Company. The Company is not, and is not an affiliate of, and immediately after receipt of payment for the
Securities, will not be or be an affiliate of, an “investment company” within the meaning of the Investment Company
Act of 1940, as amended.


 


(g)
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of,
give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority
or other Person in connection with the execution of, delivery and performance by the Company of the Transaction Documents, other
than (i) filings with the Commission of the registration statement and the Form 8-K related to this Agreement and (ii) the notice
and/or application(s) to each applicable trading market for the issuance and sale of the Securities (collectively, the “Required
Approvals”). Subject to the accuracy of the representations and warranties of each Holder set forth in Section 2 hereof,
the Company has taken all action necessary to exempt (i) the issuance and sale of the Securities, (ii) the issuance of the New
Warrants upon due exercise of the New Warrants, and (iii) the other transactions contemplated by the Transaction Documents from
the provisions of any stockholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination
or control share law or statute binding on the Company or to which the Company or any of its assets and properties may be subject
and any provision of the Company’s Certificate of Incorporation or Bylaws that is or could reasonably be expected to become
applicable to the Holders as a result of the transactions contemplated hereby, including without limitation, the issuance of the
Securities and the ownership, disposition or voting of the Securities by the Holders or the exercise of any right granted to the
Holders pursuant to this Agreement or the other Transaction Documents.


 


(h)
OTCBB Compliance. The Common Stock is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 and is
quoted on The OTC Bulletin Board quotation service (the “OTCBB”), and the Company has taken no action designed
to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or removal from quotation
of the Common Stock from the OTCBB, nor has the Company received any notification that the SEC, the OTCBB or FINRA is contemplating
terminating such registration or quotation.


 






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3.
Representations and Warranties of the Holder. Each Holder represents and warrants to, and agrees with the Company
that:


 


(a)
Investment Purpose. The Securities to be acquired by such Holder are being acquired for investment for such Holder’s
own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of
the 1933 Act, and such Holder has no present intention of selling, granting any participation in, or otherwise distributing the
same in violation of the 1933 Act. Such Holder does not presently have any contract, undertaking, agreement or arrangement with
any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities
in violation of the 1933 Act. Such Holder has not been formed for the specific purpose of acquiring the Securities.


 


(b)
Accredited Investor Status. Such Holder is an “accredited investor,” as that term is defined in Rule 501(a)
of Regulation D promulgated under the 1933 Act (an “Accredited Investor”). Such Holder is not a “bad
actor” as defined in Rule 506(d).


 


(c)
Information. Such Holder and its advisors, if any, have been furnished with all materials relating to the business, financial
condition, results of operations, management and operations of the Company and materials relating to the offer and sale of the
Securities which have been requested by such Holder or its advisors, and considered all factors such Holder deems material in
deciding on the advisability of investing the Securities. Such Holder and its advisors, if any, have been afforded the opportunity
to ask questions of the Company. Notwithstanding the foregoing representations, neither such inquiries nor any other due diligence
investigation conducted by Holder or any of its advisors or representatives shall modify, amend or affect Holder’s right
to rely on the Company’s representations and warranties contained in Section 2 above.


 


(d)
Authorization; Enforcement. Each Transaction Document to which such Holder is a party: (i) has been duly and validly authorized
by such Holder, (ii) has been duly executed and delivered by or on behalf of such Holder, and (iii) will constitute, upon execution
and delivery by such Holder thereof and the Company, the valid and binding agreements of such Holder enforceable in accordance
with their terms, except to the extent limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws
of general application affecting enforcement of creditors’ rights and general principles of equity that restrict the availability
of equitable or legal remedies.


 


(e)
Residency. If such Holder is an individual, then such Holder resides in the state or province identified in the address
of such Holder set forth on the signature pages hereto. If such Holder is a partnership, corporation, limited liability company
or other entity, then the office or offices of such Holder in which its principal place of business is identified in the address
or addresses of such Holder set forth on the signature pages hereto and such entity is duly organized and in good standing under
the laws of the jurisdiction of its formation.


 


4.
Conditions to Closing.


 


(a)
Conditions to the Obligations of the Company. The obligations of the Company to consummate the transactions contemplated
by this Agreement are subject to the satisfaction or waiver, at or before the Closing, of each of the following conditions:


 


(i)
Representations and Warranties. The representations and warranties of the Holder set forth in this Agreement that are qualified
as to materiality shall be true and correct in all respects, and those that are not so qualified shall be true and correct in
all material respects, on and as of the date hereof and on and as of the Closing as though made on and as of the Closing, other
than for such failures to be true and correct, that individually and in the aggregate, would not reasonably be expected to have
a material adverse effect on the Holder’s ability to perform its obligations under this Agreement.


 


(ii)
Performance of Agreements. The Holder shall have performed and complied in all material respects with each agreement and
obligation required by this Agreement to be performed or complied with by the Holder on or prior to the Closing.


 


(iii)
Closing Deliveries. The Holder shall have made the deliveries required to be made by it under Section 1.


 






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(b)
Conditions to the Obligations of the Holder. The obligations of the Holder to consummate the transactions contemplated
by this Agreement are subject to the satisfaction or waiver, at or before the Closing, of each of the following conditions:


 


(i)
Representations and Warranties. The representations and warranties of the Company set forth in this Agreement that are
qualified as to materiality shall be true and correct in all respects, and those that are not so qualified shall be true and correct
in all material respects, on and as of the date hereof and on and as of the Closing as though made on and as of the Closing, other
than for such failures to be true and correct, that individually and in the aggregate, would not reasonably be expected to have
a material adverse effect on the Company’s ability to perform its obligations under this Agreement.


 


(ii)
Performance of Agreements. The Company shall have performed and complied in all material respects with each agreement and
obligation required by this Agreement to be performed or complied with by the Company on or prior to the Closing.


 


(iii)
Closing Deliveries. The Company shall have made the deliveries or registrations, as applicable, required to be made by
it under Section 1.


 


5.
Release. Upon Closing, such Holder, on behalf of itself and its agents, employees, officers, directors, partners,
controlling persons and affiliates and their successors and assigns (collectively, “Releasor”), to the maximum
extent permitted by law, hereby FOREVER RELEASES AND DISCHARGES the Company and its shareholders, officers, directors, agents,
employees, controlling persons and affiliates (collectively, the “Releasees”) from any and all claims, demands,
damages, debts, liabilities, obligations, costs, expenses (including attorneys’ and accountants’ fees and expenses),
actions and causes of any nature whatsoever arising from, connected with, and/or relating to the Existing Registration Rights
Agreements and any and all actual or alleged Registration Defaults occurring or existing on or prior to the execution of this
Agreement, including without limitation, all damages (including liquidated damages, consequential damages, and/or lost profits)
that are due or could be alleged to be due in connection with any Registration Defaults under or in connection with the Existing
Registration Rights Agreements or under any other similar agreements providing for registration of Holder’s securities by
the Company (the “Released Matters”). For avoidance of doubt, and without limitation, the Released Matters
includes the liability shown on the Company’s financial statements and/or notes filed with its Annual Report on Form 10-K
for the year ended December 31, 2017, in connection with alleged Registration Defaults, which liability is, insofar as it relates
to any securities of the Company owned by Releasor, hereby fully released by Releasor. The foregoing release includes claims of
which are accrued or unaccrued, liquidated or unliquidated, and also includes all claims that Releasor is presently unaware of
or which the Releasor does not presently suspect to exist, which, if known by the Releasor, would materially affect the release
provided in this section of the Holder’s decision to enter into the transactions set forth herein. For all claims, regardless
of legal theory, and whether based in contract, tort, securities, or other law, the Releasor, to the extent applicable, specifically
waives California Civil Code Section 1542 and statutes substantially similar in substance thereto, which provides as follows:





“A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME
OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”





In
this connection and to the extent permitted by law, the Releasor hereby agrees, realizes and acknowledges that factual matters
now unknown to the Releasor may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies,
damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and the Releasor further agrees
that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that the Releasor nevertheless
hereby intends to release, discharge and acquit the Releasees from any such unknown causes of action, claims, demands, debts,
controversies, damages, costs, losses and expenses.


 






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It
is the intention of the Releasor and Releasees in executing this Agreement with the releases set forth in this Section 5,
and in receiving New Warrants under this Agreement, that the releases contained in this Section 5 shall be effective as
a full and final general release of and from all Released Matters and the final resolution by such Releasor and Releasees of all
Released Matters. For the avoidance of doubt, the release set forth in this Section 5 is irrevocable and unconditional,
regardless of whether the Company may later breach this Agreement.


 


“Registration
Defaults” means any failures by or on behalf of the Company to file registration statements, obtain or maintain the
effectiveness of registration statements, or to keep registration statements up to date, usable or available, or allowing any
registration statements to lapse for any reason. Registration Defaults also include any other failure, action or default which,
under the applicable agreement, by its terms gives rise to liquidated damages. For purposes of this definition, registration statements
shall be read broadly and includes all prospectuses included therein and all amendments or supplements related to either such
registration statement or prospectus, and also includes all documents that needed to be incorporated in such registration statements
or prospectus by reference.


 


6.
Termination of Liquidated Damages Covenants. The Holders agree that any and all covenants made by the Company to
or for the benefit of Holder which provide for the payment of any liquidated damages (or damages that are stated in a specific
amount or by a specific formula) and that are contained in the Existing Registration Rights Agreements (or in any other similar
agreements between the Holder and the Company) are hereby irrevocably terminated without any liability to the Company and shall
have no force or effect. For avoidance of doubt, a breach that, prior to the effectiveness of this Section 6, would have given
rise to liquidated damages shall hereafter give rise to such remedy, if any, as the law of contracts would require where there
is no agreement as to liquidated damages arising from such breach.


 


7.
Survival. The representations, warranties, covenants and agreements of contained in this Agreement shall survive
the Closing of the transactions contemplated by this Agreement until the third anniversary hereof.


 


8.
General


 


(a)
Entire Agreement. This Agreement contains all of the agreements, covenants, terms, conditions and representations and warranties
agreed upon by the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations,
correspondence, undertakings, representations, warranties and communications of any kind between the parties and their representatives,
whether oral or written, respecting such subject matter.


 


(b)
Successors and Assigns. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties
hereto and their respective legal representatives, successors and assigns; provided, that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each other party
hereto.


 


(c)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware
without regard to principles of conflicts of laws.


 


(d)
Counterparts; Effectiveness. This Agreement may be executed and delivered (including by electronic or facsimile transmission)
in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one and the same agreement.


 


(e)
Severability. If a court of competent jurisdiction rules that any provision of this Agreement is invalid, illegal or incapable
of being enforced by any rule of law or public policy, the parties agree that this Agreement shall be considered severable and
divisible, and a reviewing court shall have the authority to amend or “blue pencil” this Agreement so as to make it
fully valid and enforceable.


 






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(f)
Expenses. All fees and expenses incurred in connection with the transactions contemplated hereby shall be the responsibility
of the respective party incurring such fees and expenses.


 


(g)
Notices. All notices and other communications provided for or permitted hereunder shall be in writing and shall be made
by (a) United States registered or certified mail (return receipt requested), postage prepaid, in an envelope properly sealed,
(b) a facsimile transmission where written acknowledgment of receipt of such transmission is received and a copy of the transmission
is mailed with postage prepaid or (c) a nationally recognized overnight delivery service, in each case as follows:


 


	 	If
                                         to Company:

        hopTo
        Inc.

        6 Loudon Road, Suite 200

        Concord, New Hampshire 03301

         

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

        

        Manatt, Phelps & Phillips, LLP

        11355 West Olympic Boulevard

        Los Angeles, California 90064

        Attention: Ben Orlanski, Esq.

        


	 	If
                                         to Holder:

        To
        the address under the Holder’s name on Schedule I hereto



 


(h)
Remedies; Limitations.


 


(i)
The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed
in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, in addition to being entitled
to exercise all rights provided herein or granted by law, including recovery of damages, the Company, on the one hand, and the
Holder, on the other hand, will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement. The parties agree to waive in any action for specific performance of
any such obligation (other than in connection with any action for a temporary restraining order) the defense that a remedy at
law would be adequate.


 


(ii)
Notwithstanding anything to the contrary herein, in any action, suit, claim or other proceeding hereunder or otherwise in connection
with the transactions contemplated hereby, whether pursuant to claims under contract, tort, indemnification or any other theory,
no party shall seek or be entitled to, and each party hereby knowingly and expressly disclaims the right to assert or receive,
damages other than direct damages. In furtherance of the foregoing, the parties expressly disclaim, and shall not be entitled
to recover, any indirect, incidental, special, exemplary, punitive or consequential damages or any damages measured by or based
on diminution of value, lost profits, a multiple of earnings and/or future value of the New Warrants.


 


*
* * * *


 




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IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.


 


	 	COMPANY
	 	 
	 	hopTo
    Inc., a Delaware corporation
	 	 	 
	 	By:	
	 	Name:
    	Jean-Louis
    Casabonne
	 	Its:
    	Interim
    Chief Executive Officer



 


[Signatures Continue on Following Pages]


 






    	 



    	 



    

 


	 	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 Exchange Agreement)


 




    	 	 	 



    	 



    

 


SCHEDULE
I


 


Exchange


 


	Holder	 	Amount of

    Existing 

    Warrants to be

    Exchanged	 	 	Amount of New

    Warrants to be

    Issued	 	 	Amount of Shares of

    Common Stock

    Issuable upon

    exercise of New

    Warrants	 
	Special Situations Technology Fund LP 
	 	 	12,667	 	 	 	21,208	 	 	 	21,208	 
	Special Situations Technology Fund II LP 
	 	 	79,000	 	 	 	132,269	 	 	 	132,269	 
	David R. Wilmerding, III 
	 	 	100,000	 	 	 	116,274	 	 	 	116,274	 
	Jon C. Baker Family, LLC	 	 	83,333	 	 	 	116,845	 	 	 	116,845	 
	JMI Holdings, LLC	 	 	111,111	 	 	 	94,739	 	 	 	94,739	 
	London Family Trust	 	 	25,000	 	 	 	48,896	 	 	 	48,896	 
	Neal Goldman	 	 	127,776	 	 	 	30,466	 	 	 	30,466	 
	Wall Street Capital Partners, L.P.	 	 	26,667	 	 	 	3,859	 	 	 	3,859	 



 




    	 	 	 



    	 



    

 


SCHEDULE
II


 


Current
Stock


 


	Holder
	 	Aggregate


Number Existing

 Shares To Be

 Delegended
	 	 	Shares
To Be

 Delegended Upon

 Execution Of

 Agreement
	 	 	Shares
To Be

 Delegended

 July 28, 2018
	 
	Special Situations Technology Fund LP	 	 	130,426	 	 	 	47,859	 	 	 	82,567	 
	Special Situations Technology Fund II LP	 	 	628,754	 	 	 	298,476	 	 	 	330,278	 
	David R. Wilmerding, III	 	 	390,000	 	 	 	166,667	 	 	 	223,333	 
	Jon C. Baker Family, LLC	 	 	393,733	 	 	 	166,667	 	 	 	227,066	 
	JMI Holdings, LLC	 	 	841,493	 	 	 	222,222	 	 	 	619,271	 
	London Family Trust	 	 	0	 	 	 	0	 	 	 	0	 
	Neal Goldman IRA Rollover	 	 	33,333	 	 	 	33,333	 	 	 	0	 
	Wall Street Capital Partners, L.P.	 	 	0	 	 	 	0	 	 	 	0	 



 




    	 	 	 



    	 



    

 


EXHIBIT
A


 


Form
of Warrant


 




    	 	 	 



    	 



    

 


EXHIBIT
B


 


Registration
Rights Agreement