UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,, D.C. 20549
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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GraphOnhopTo Inc. Corporation
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hopTo Inc.
1919 S. Bascom Avenue, Suite 660
Campbell, CA 95008
NOTICE OF 20132015 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 30, 2013
To the Stockholders of
NOTICE IS GIVEN that the 20132015 annual meeting of stockholders of GraphOn CorporationhopTo Inc. (the “Company”“Annual Meeting”) will be held at the Company's officeshopTo Inc. located at 19011919 S. Bascom Avenue, Suite 660,600, Campbell, California 95008, on Thursday, May 30, 2013September 24, 2015 at 10:11:00 a.m., local time, for the following purposes:
1. | To elect two |
2. |
To approve an amendment of our amended and restated certificate of incorporation, as amended, to effect a reverse stock split of our common stock at a ratio |
3. | To approve, in |
4. |
To ratify the |
5. | To transact such other business as may properly come before the |
Our Board of Directors has fixed the close of business on April 1, 2013.August 19, 2015 as the record date for determining the stockholders entitled to notice of and to vote at our Annual Meeting, or at any adjournment thereof. The accompanying proxy statement contains additional information regarding the matters to be acted on at the Annual Meeting.
All stockholders are urged to attend the Annual Meeting in person. However, to ensure that your vote is counted at the Annual Meeting, please vote as promptly as possible by submitting your vote before the Annual Meeting. You may submit your vote by mailing the enclosed proxy card or voting instruction card, or if your shares are held in “street name,” you may also have the option to vote on the Internet or by telephone.
By Order of the Board of Directors,
[Eldad Eilam]
[President and Chief Executive Officer]
Campbell, California
August [__], 2015
Important Notice Regarding Availability of Proxy Materials
for the 2015 Annual Meeting of Stockholders to be Held on September 24, 2015
Our Proxy Statement, Annual Report on Form 10-K, and Proxy Card are available on the Internet on our corporate website athttp:// proxymaterials.hopto.com.
hopTo Inc.
1919 S. Bascom Avenue, Suite Campbell, CA 95008 _____________________ PROXY STATEMENT FOR THE _____________________ GENERAL INFORMATION ABOUT THE ANNUAL MEETING This proxy statement is being sent to you in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Important Notice Regarding the Availability of Proxy Materials for the We are providing you access to this proxy statement, the accompanying form of proxy card and our annual report on Form 10-K for the fiscal year ended December 31, This Proxy Statement and the accompanying Proxy Card are first being mailed to Voting Information Record The record date for the Annual Meeting is How to You may vote by marking, signing, dating and mailing each proxy card or vote instruction card and returning it in the envelope provided. If your shares are held in “street name” (that is, they are held in the name of a broker, bank or other nominee), you will receive instructions with your proxy materials that you must follow in order to have your shares voted. Please review your proxy or vote instruction card to determine whether you will be able to vote by telephone or the Internet. All stockholders as of the close of business on Revoking You can revoke your proxy at any time before your shares are voted at the Voting Instructions If you complete and submit your proxy voting instructions, the persons named as proxies will follow your instructions. If you submit your proxy voting instructions but do not direct how to vote on each item, the persons named as proxies will vote your shares FOR the director nominees(Proposal Quorum The holders of a majority of our common stock issued and outstanding on August 19, 2015, present in person or represented by proxy, shall constitute a quorum for the transaction of any business at the Annual Meeting. Abstentions and broker non-votes will be counted as present at the meeting for purposes of determining whether a quorum exists. Withholding In the election of the directors(Proposal A bank, brokerage firm or other nominee is not permitted by applicable regulatory requirements to vote on non-routine matters without instructions from the owner of the shares. An election of directors and the Votes The directors will be elected by a plurality of The affirmative vote of a majority of the voting power of our common stock outstanding Postponement or If the Annual Meeting were to be postponed or adjourned, your proxy would still be valid and will be voted at the postponed or adjourned meeting. You would still be able to revoke your proxy until it was voted. Cost of Proxy Solicitation We will pay the expenses of the preparation of our proxy materials and our solicitation of your proxy. Our directors, officers and employees, who will receive no additional compensation for soliciting, may solicit your proxy by telephone or other means. Voting Results of the Annual Meeting The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by the Inspector of Election and published in a Current Report on Form 8-K, PROPOSAL ELECTION OF DIRECTORS Our Board currently consists of The Assuming the nominees are elected, we will have six directors serving as follows: Class I Directors: John Cronin and Ashfaq Munshi Term expires as of our 2018 annual meeting of stockholders Class II Directors: Michael A. Brochu and Sam M. Auriemma Terms expire as of our 2016 annual meeting of stockholders Class III Directors: Eldad Eilam and Jeremy E. Verba Terms expire as of our 2017 annual meeting of stockholders The accompanying proxy card grants the proxy holders the power to vote the proxy for substitute nominees in the event that the nominees become unavailable to serve as Class I directors. Management presently has no knowledge that the nominees will refuse or be unable to serve as Class I directors for the prescribed term. Required Vote Directors are elected by a “plurality” of the voting power of our common stock. Plurality means that the nominee with the largest number of votes is elected, up to the maximum number of directors to be chosen (in this case, two directors). Stockholders can either vote “for” the nominee or withhold authority to vote for the nominee. However, shares that are withheld will have no effect on the outcome of the election of directors. Broker non-votes also will not have any effect on the outcome of the election of the directors. Board Recommendation Our Board Recommends a Vote “For “ Mr. Cronin and Mr. Munshi. DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth certain information regarding those individuals currently serving as our directors (or nominated to serve as a director) and executive officers as of August Name Age Position Eldad Eilam 37 Chief Executive Officer, President and Director Sam M. Auriemma (1) 62 Director Michael A. Brochu (2) 61 Director John Cronin (2) 60 Director Jeremy E. Verba(3) 52 Director Ashfaq A. Munshi(3) 53 Director Jean-Louis Casabonne 57 Chief Financial Officer, Secretary (1) Chairman of our Board and Chairman of our Audit Committee (2) Member of our Compensation Committee (3) Member of our Audit Committee Each of our directors, including our current nominees, was nominated based on the assessment of our Board that he has demonstrated: an ability to make meaningful contributions to our Board; independence; strong communication and analytical skills; and a reputation for honesty and ethical conduct. Our Board consists of, and seeks to continue to include, persons whose diversity of skills, experience and background are complementary to those of our other directors. Nominees (Class I) John Cronin has served as Ashfaq A. Munshi was appointed to our Board Directors Whose Terms Expire in Michael A. Brochu Sam M. Auriemma Jeremy E. Verba was appointed to our Board in December 2013. Mr. Verba has served in senior positions at major internet companies. He is currently vice president and general manager of VUDU, Inc., a wholly-owned subsidiary of Wal-Mart Stores, Inc. Previously, Mr. Verba was an Entrepreneur-in-Residence at Foundation Capital in Menlo Park, CA. From August 2011 to August 2012, he was the chief executive officer of eHarmony, Inc., overseeing the number one compatibility-based relationship site in the world. Prior to eHarmony, Inc. he was the founder and general manager of Treasure Isle at Zynga, Inc. from 2009 to 2011. Mr. Verba’s career focus has been on online services, communications, and digital media. Mr. Verba is qualified to serve on our Board because of his experience, skillset and network, which are accretive to that of our current Board. Additionally, Mr. Verba brings years of hands-on experience and innovative ideas in the areas of creation, marketing and monetization of consumer products, to the Board. He received his MBA from Harvard University and a BS from the Massachusetts Institute of Technology. Executive Officers BOARD MEETINGS AND COMMITTEES During 2014, our Board Our Board has determined not to establish a nominating committee. Nominees for election as directors are selected by our Board. Each committee has the power to engage independent legal, financial or other advisors, as it may deem necessary, without consulting or obtaining the approval of our Board or any of our officers. Each then-director attended, either in person or by electronic means, all of the meetings of our Board and Board committees on which they served during 2014. Committees of the Board of Directors Audit Committee The current members of our Audit Committee are Sam Auriemma (Chairman), Compensation Committee The current members of our Compensation Committee are Michael A. Brochu and John Cronin. CORPORATE GOVERNANCE Board Leadership Structure The roles of Chairman and Chief Executive Officer Role of Board of Directors in Risk Oversight One of the responsibilities of our Board is to review and evaluate the process used to assess major risks facing our Our Board also plays an active role, as a whole and at the committee level, in overseeing management of our risks. Our entire Board Director Independence Our Board of Directors has determined that each of our non-employee directors Related-Party Transactions John Cronin ipCapital Group, Inc. John Cronin, a member of our Board On October 11, 2011, we engaged ipCapital to assist us in the execution of our strategic decision to significantly strengthen, grow and commercially exploit our intellectual property assets. Our engagement agreement with ipCapital, which has been amended three times, affords us the right to request ipCapital to perform a number of diverse services, employing its proprietary processes and methodologies, to facilitate our ability to identify and extract from our current intellectual property base new inventions, potential patent applications, and marketing and licensing opportunities. For the fiscal years ended December 31, In addition to the fees we agreed to pay ipCapital for its services, we issued ipCapital a five-year warrant to purchase up to 400,000 shares of our common stock at an initial price of $0.26 per share. Half of the warrant (200,000 shares) has a time-based vesting condition, with such vesting to occur in three equal annual installments. The ipCapital Licensing Company I, LLC John Cronin, a member of our Board On February 4, 2013, we entered into an Intellectual Property Brokerage Agreement (the “IP Agreement”) with ipCLC pursuant to which we have retained The ipCreate, Inc. John Cronin, a member of our Board since August 9, 2011, is chairman and CEO of ipCreate, Inc. (ipCreate), an intellectual property consulting firm. In 2013, we entered into an Engagement Letter (the “Engagement Letter”) with ipCreate. Pursuant to the Engagement Letter, we engaged ipCreate to assist us in the definition and execution of our intellectual property strategy. During 2013, upon completion of certain tasks we requested ipCreate to perform under the terms of the Engagement Letter, we paid ipCreate $100,000, the full amount of compensation due them under the Engagement Letter for the services performed. We believe the terms of the Director Nominations and Qualifications for Director Our Board Our Board does not have written guidelines regarding the qualifications or diversity of properly submitted Stockholder Nominations and Bylaw Procedures Our amended and restated bylaws, as amended (“Bylaws”) establish procedures pursuant to which a stockholder may nominate a person for election to To nominate a person for election to our Board, a stockholder must set forth all information relating to the nominee that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934. Such notice must also contain information specified in the Deadlines to Submit Nominations To nominate a person for election to our Board at our annual meeting of stockholders, written notice of a stockholder nomination must be delivered to our Secretary not Stockholder nominations must be addressed to Executive Sessions of Independent Directors The independent members of our Board Code of Ethics We have a code of ethics that applies to all of our employees, including our Chief Executive Officer and Chief Financial Stockholder Communication with Board Members We maintain contact information for stockholders, both telephone and email, on our website Board Member Attendance at Annual Meetings Our Board EXECUTIVE COMPENSATION Summary Compensation Table The following table sets forth the compensation we paid to our executive officers for the fiscal years ended December 31, Name and Principal Position Year Salary $ Bonus $ Stock Awards $ (1) Option Awards $ (1) All Other Compensation $ Total $ Eldad Eilam, (2) 2014 275,000 75,000 — 137,000 (3) 2,270 (4) 489,270 CEO, President 2013 275,000 56,250 — — 2,270 (4) 333,520 Jean-Louis Casabonne (5) 2014 142,800 45,000 166,000 — 2,840 (6) 356,640 CFO, Secretary 2013 — — — — — — Christoph Berlin ** 2014 64,750 — — — 1,950 (7) 66,700 Former COO 2013 215,000 45,000 — — 2,240(7) 262,240 Robert Dixon, (8) ++ 2014 179,900 — — 9,010 (8) 840 (9) 185,970 Former Vice President of Finance, Secretary 2013 195,000 — — — 1,940 (9) 196,940 ** Mr. ++ Mr. Dixon’s employment with the (1) The amounts listed in the Stock Awards column and Option Awards column reflect the fair value of the stock awards granted to the named executive officers as of the grant date in accordance with FASB ASC Topic 718. The valuation assumptions used in calculating these amounts are set forth in Note (2) Mr. Eilam has served as our President since January 2012 and as our Acting Chief Executive Officer between March 2012 and April 2012 when he was appointed Interim Chief Executive Officer. Mr. Eilam became Chief Executive Officer on August 15, 2012. Mr. Eilam served as our Chief Operating Officer from January 2012 to April 2012 and as our Chief Technology Officer from July 2011 to January 2012. (3) On (4) Represents group life insurance premiums, $270 in (5) Mr. Casabonne has served as our Chief Financial Officer and Secretary since May 2014. On (6) Represents group life insurance premiums ($ (7) Represents group life insurance premiums ($ (8) Mr. Dixon was appointed Vice President of Finance on August 21, 2013. Previously, he had served as Interim Chief Financial Officer since May 14, 2012, and (9) Represents group life insurance premiums ($690 in 2013 and $840 in 2014), and our See “—Outstanding Equity Awards at Fiscal Year-End,” for a discussion of the vesting and exercisability terms of options referenced above. Mr. Berlin was employed in 2014 on an at-will basis. Mr. Eilam also was employed during 2014 and Mr. Eilam had previously been granted 1,600,000 restricted shares of the Company’s common stock and stock options to acquire 2,000,000 shares of the Company’s common stock. The restricted shares are scheduled to vest over a period of 33 months. Fifty percent (50%) of the stock options are scheduled to vest over a period of 33 months and the remaining stock options are scheduled to vest and become exercisable upon the satisfaction of specified performance goals over a period of three fiscal years. The employment agreement modified the vesting provisions of the restricted shares and stock options, which previously accelerated only in connection with a termination without cause and only in certain specified change of control situations. Pursuant to the employment agreement, if Mr. Eilam’s employment is terminated as a result of death or disability, by the Company without cause, or by Mr. Eilam for good reason, or following a change of control, then all of Mr. Eilam’s unvested restricted shares and stock options shall immediately vest. Mr. Eilam is an at-will employee, however in the event that Mr. Eilam’s employment is terminated by the Company without cause, or Mr. Eilam terminates his employment for good reason or following a change in control, then, in addition to the vesting of Mr. Eilam’s unvested restricted shares and stock options as noted above, Mr. Eilam shall receive his base salary for a period of 12 months and shall also receive payment or reimbursement for a period of 12 months of the full cost to Mr. Eilam of any Company provided health insurance that Mr. Eilam elects to obtain for Mr. Eilam and any of his eligible dependents. As a condition to Mr. Eilam receiving such payments, Mr. Eilam will have to execute and deliver to the Company a general release. At all times that Mr. Eilam is an employee of the Company, the Company, at its own expense, shall provide life insurance on Mr. Eilam’s life with a death benefit in an amount not less than $1,000,000 and shall also maintain long-term disability insurance on Mr. Eilam. In the event that Mr. Eilam’s employment is terminated by the Company for cause, or by Mr. Eilam without good reason, then Mr. Eilam shall receive only his compensation and benefits earned and paid time off accrued through his termination date. The new employment agreement supersedes the Company Key Employee Severance Plan unless Mr. Eilam’s employment is terminated under circumstances that would entitle him to receive salary continuation and Company subsidized health care for a period of twelve months or more following termination under the Company Key Employee Severance Plan. Mr. Casabonne has been employed since May, 2014 and continues to be employed on an at-will basis. Mr.Casabonne will receive an annual base salary of $225,000 and is eligible for an annual performance-based bonus up to 30% of his annual base salary that is based on goals and achievements mutually set by Mr. Casabonne and management. In 2014, Mr. Casabonne was awarded equity compensation equivalent to 1,000,000 shares of hopTo Inc. common stock. Outstanding Equity Awards at Fiscal Year-End Outstanding Equity Awards at December 31, 2014 Option Awards Name Number of Underlying Securities (1) Number of Underlying Securities unvested Number of Underlying Securities unearned Option Exercise Price $ Option Expiration Date Eldad Eilam 1,000,000 — — 0.280 09/08/21 Chief Executive Officer, President 1,000,000 — 333,333(2) 0.230 02/22/22 1,000,000 1,000,000 (3) 0.169 12/03/2024 Jean-Louis Casabonne — — — — — Chief Financial Officer, Secretary — — — — — Christoph Berlin (4) — — — — — Former Chief Operating Officer — — — — — Robert Dixon (5) 25,000 — — 0.210 05/29/2015 Vice President of Finance, Secretary 25,000 — — 0.165 05/29/2015 25,000 — — 0.050 05/29/2015 25,000 — — 0.060 05/29/2015 40,000 — — 0.050 05/29/2015 281,818 — — 0.230 05/29/2015 145,000 — — 0.202 05/29/2015 (1) All options are immediately exercisable upon grant and vest in 33 equal monthly installments beginning in the fourth month after their respective date of grant. We have the right to repurchase exercised unvested options at the exercise price of the respective option upon the optionee’s cessation of service to our Company. (2) On February 22, 2012, Mr. Eilam was granted a performance-based incentive option, which vests in three equal increments at the end of each fiscal year subsequent to its grant date, assuming that the performance-based goals have been met. As of December 31, 2013 and December 31, 2014, such goals for 2013 and 2014, respectively, which included establishing an operational base in the Silicon Valley area and delivering an alternative product to our existing GO-Global product family, were met. Thus, two-thirds of the award was vested and earned. (3) On December 3, 2014, Mr. Eilam was granted a performance-based incentive option which vests upon the earlier to occur of (a) the seventh (7th) anniversary the date of grant or (b) such other earlier date as the Board of Directors may determine in its sole discretion from time to time (i.e., the Board may accelerate some or all of such Options, on one or more occasions, up to the maximum number of Options), at any time and for any reason the Board deems appropriate based on its evaluation of Mr. Eilam’s performance, the Company performance or other factors the Board deems appropriate. (4) Mr. Berlin resigned on March 12, 2014, and in accordance with the provisions of our 2008 Equity Incentive Plan, forfeited 116,667 unvested options. (5) Mr. Dixon terminated his employment with the Company on August 5, 2014, and per the termination agreement, all of his vested options were extended to expire on May 29, 2015. Outstanding Equity Awards at December 31, 2014 (1) Stock Awards Name Number of shares or units of stock that have not vested Market value of shares of units of stock that have not vested (2) Eldad Eilam (3) Chief Executive Officer and President Jean-Louis Casabonne (4) Chief Financial Officer, Secretary Christoph Berlin (5) Former Chief Operating Officer Robert Dixon (6) Vice President of Finance, Secretary (1) All awards identified in this table were granted on August 15, 2012 and May 15, 2014 and vest in thirty-three equal monthly installments, beginning on December 15, 2012 and September 15, 2014, respectively. (2) The fair market value of our stock on December 31, 2014 was $0.14 per share. (3) Mr. Eilam was appointed President in January 2012 and Chief Executive Officer on August 15, 2012. (4) Mr. Casabonne was hired and appointed Chief Financial Officer on May 3, 2014. (5) Mr. Berlin resigned on March 12, 2014 and, in accordance with the provisions of the 2012 Equity Incentive Plan, forfeited 954,194 unvested shares of common stock. (6) Mr. Dixon terminated his employment with the Company on August 5, 2014, and, in accordance with the provisions of the 2012 Equity Incentive Plan, forfeited 163,300 shares. Compensation of Directors During the fiscal years ended December 31, Name Year Fees Earned or Paid in Cash Option Awards(1) All Other Compensation Total Sam Auriemma 2014 Michael A. Brochu 2014 John Cronin (2) 2014 Jeremy E. Verba (3) 2014 Ashfaq A. Munshi (4) 2014 Steven Ledger (5) 2014 (1) The amounts listed in the Option Awards column reflect the aggregate grant date fair value of stock options granted to the named director during (2) In December, 2014, 300,000 of (3) On (4) All of the options granted to (5) On March Should any director’s service cease prior to full vesting of his options, we have the right to repurchase any shares issued upon exercise of options not vested. Compensation Committee Interlocks and Insider Participation During the year ended December 31, REPORT OF AUDIT COMMITTEE The functions of our Audit Committee are focused on three areas: ● the adequacy of the internal controls and financial reporting process of ● the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm; and ● the Company’s compliance with legal and regulatory requirements. We operate under a written charter, which has been approved by the We meet with management periodically to consider the adequacy of the Company’s internal controls and the objectivity of the Company’s financial reporting. We discuss these matters with the Company’s independent registered public accounting firm and with appropriate financial personnel. We periodically (at least annually) meet privately with both the independent registered public accounting firm and the Company’s financial personnel, each of whom has unrestricted access to us. We also appoint the independent registered public accounting firm and review their performance and independence from management. In addition, we review the Company’s financing plans. Management is responsible for the financial reporting process, including the system of internal control, and the preparation of consolidated financial statements in accordance with generally accepted accounting principles. The Company’s independent registered public accounting firm is responsible for auditing those financial statements. Our responsibility is to monitor and review these processes. However, we are not professionally engaged in the practice of accounting or auditing and are not experts in the fields of accounting or auditing, including with respect to auditor independence. We rely on, without independent verification, the information provided to us and on the representations made by management and the independent registered public accounting firm. In this context, we held We also discussed with MGO matters required to be discussed with audit committees under generally accepted auditing standards, including, among other things, matters related to the conduct of the audit of the Company’s consolidated financial statements and the matters required to be discussed by Statement on Auditing Standards No. We have received the written disclosures and the letter from MGO required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountants’ communications with us concerning independence, and we discussed with MGO their independence from the Company. When considering MGO’s independence, we considered whether their provision of services to us beyond those rendered in connection with their audit and review of the Company’s consolidated financial statements was compatible with maintaining their independence. We also reviewed, among other things, the amount of fees paid to MGO for audit and non-audit services (primarily tax services). Based on our review and these meetings, discussions and reports, and subject to the limitations on our role and responsibilities referred to above and in the Audit Committee charter, we recommended to the Board of Directors that the Company’s audited consolidated financial statements for the fiscal year ended December 31, The members of the Audit committee as of the filing of our annual report on Form 10-K, as amended by Amendment No. 1, for the fiscal year ended December 31, Dated: Members of the Audit Committee Sam M. Auriemma (Chairman) Jeremy E. Verba Ashfaq A. Munshi SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth Name and Address Number of Shares of Common Stock Beneficially Owned (1)(2) Percent of Class (%) Eldad Eilam (3) 5,134,577 3.4 Michael A. Brochu (3) 2,171,876 1.3 Sam M. Auriemma (3) 1,552,605 1.0 John Cronin (3) 1,242,969 * Jean-Louis Casabonne (3) 1,237,881 * Jeremy E. Verba (3) 823,854 * Ashfaq A. Munshi (3) 700,000 * Robert L. Dixon ** 0 * All current executive officers and directors as a group (7 persons)(3) 12,987,617 8.4 JMI Holdings LLC (4) 111 Congress Avenue, Suite 2600 Austin, TX 78701 14,289,076 9.5 Austin Marxe, David Greenhouse and Adam C. Stettner (5) 527 Madison Avenue, Suite 2600 New York, NY 10022 16,092,417 9.9 David R. Wilmerding, III (6) 2 Hamill Road, Suite 272 Baltimore, MD 21117 14,071,074 9.4 Jon C. Baker (7) 101 St. Johns Road Baltimore, MD 21210 12,912,995 8.6 Robert S. London (8) 1485 E. Valley Road, Suite F Montecito, CA 93108 9,285,684 6.3 Neal Goldman (9) 767 Third Avenue, 25th Floor New York, NY 10017 10,193,754 6.8 * Less than 1%. ** Mr. Dixon’s employment with the Company ended on August 5, 2014. (1) As used in this table, beneficial ownership means the sole or shared power to vote, or direct the voting of, a security, or the sole or shared power to invest or dispose, or direct the investment or disposition, of a security. Except as otherwise indicated, based on information provided by the named individuals, all persons named herein have sole voting power and investment power with respect to their respective shares of our common stock, except to the extent that authority is shared by spouses under applicable law, and record and beneficial ownership with respect to their respective shares of our common stock. With respect to each stockholder, any shares issuable upon exercise of options held by such stockholder that are currently exercisable or will become exercisable within 60 days of (2) Percentage ownership of our common stock is based on (3) Includes (4) Based on information known to us, El Camino Advisors, LLC is the manager of JMI Holdings, LLC. Charles E. Noell, III, John J. Moores and Bryant W. Burke are members of El Camino Advisors, LLC, the manager of JMI Holdings, LLC, and may be deemed the beneficial owners (due to voting and investment power) of the shares beneficially owned by El Camino Advisors, LLC and JMI Holdings, LLC. Messrs. Noell, Moores and Burke disclaim beneficial ownership of the shares beneficially owned by El Camino Advisors, LLC and JMI Holdings, LLC, except to the extent of their respective pecuniary interests therein. Such stockholders share voting and dispositive power (5) Based on information contained in a joint Schedule 13G/A filed by Austin Marxe, David Greenhouse and Adam Stettner on February 4, 2015 and information known to us. Such stockholders share voting and dispositive power over these shares by virtue of being the controlling principals of AWM Investment Company, Inc. (“AWM”), and the members of SST Advisers, L.L.C. (“SST”). AWM acts as investment advisor to each of Special Situations Technology Fund, L.P. (“Tech Fund”) and Special Situations Technology Fund II, L.P. (“Tech Fund II”); SST is the general partner of each of Tech Fund and Tech Fund II. Tech Fund owns 2,416,492 shares of our common stock (6) Based on information contained in a Schedule 13G/A filed by (7) Based on information contained in a Schedule (8) Based on information contained in Schedule 13G/A filed on February 17, 2015, by Robert S. London, and information known to us, Mr. London has sole voting and dispositive power with respect 8,910,684 shares of our common stock and warrants to purchase 375,000 shares of our common stock. (9) Based on information contained in a Schedule 13G filed by Goldman Capital Management Inc. on April 18, 2014, and the COMPLIANCE WITH SECTION 16(a) OF SECURITIES EXCHANGE ACT Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors, as well as those persons who own more than 10% of our common stock, to file reports of ownership and changes in ownership with the SEC. These persons are required by SEC rule to furnish us with copies of all Section 16(a) forms they file. Except as noted below, based solely on (a) Jeremy E. Verba filed (b) Jean-Louis Casabonne filed PROPOSAL REVERSE STOCK SPLIT Last year our Board, and our stockholders, approved a proposal regarding a reverse stock split. The approval last year expired one year after our 2014 annual meeting. Our Board is recommending a reverse stock split proposal again this year, for the reasons described below. Our Board has unanimously approved and recommended to our stockholders an amendment to our amended and restated certificate of incorporation, as amended (“Certificate of Incorporation”), to effect a reverse stock split by a ratio of The Reverse Stock Split will have no effect on the par value of our common stock. The Company will pay cash in lieu of any fractional shares resulting from the Reverse Stock Split. The proposed form of amendment to our Certificate of Incorporation to implement the Reverse Stock Split is attached to this proxy statement asAnnex A. Pursuant to a Purchase Agreement dated July 24, 2015, with certain accredited investors, and as previously disclosed in a current report on Form 8-K, we committed to use our commercially reasonable efforts to seek stockholder approval for the Reverse Stock Split at this Annual Meeting, with the terms of the Reverse Stock Split to be determined by our Board in the good faith exercise of our business judgment. Subject to our fiduciary obligations under applicable law (as determined in good faith by our Board after consultation with our outside counsel), our Board agreed to recommend to our stockholders that the stockholders vote in favor of the Reverse Stock Split and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the approval of our stockholders for the Reverse Stock Split unless the Board shall have modified, amended or withdrawn its recommendation pursuant to the provisions of the immediately succeeding sentence. We covenanted that our Board shall not modify, amend or withdraw its recommendation unless the Board (after consultation with our outside counsel) shall determine in the good faith exercise of our business judgment that maintaining the recommendation would violate its fiduciary duty to our stockholders. Whether or not our Board modifies, amends or withdraws the recommendation pursuant to the immediately preceding sentence, we shall in accordance with Section 146 of the Delaware General Corporation Law and the provisions of its Certificate of Incorporation and Bylaws, (i) take all action necessary to convene the annual meeting to consider and vote upon the approval of the Reverse Stock Split and (ii) submit the Reverse Stock Split to the stockholders of the Company for their approval at the annual meeting. Reasons for the Reverse Stock Split Our Board of Directors is submitting this Reverse Stock Split to our stockholders for approval with the primary intent of We believe that the Reverse Stock Split will enhance our ability to obtain an initial listing on the NASDAQ Stock Market or NYSE Additionally, we believe that the Reverse Stock Split will make our common stock more attractive to a broader range of institutional and other investors, as we have been advised that the current market price of our common stock may affect its acceptability to certain institutional investors, professional investors and other members of the investing public. Many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. In addition, some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Moreover, because We are submitting this proposal with The initial listing standards of NASDAQ Stock Market or NYSE MKT; The historical trading price and trading volume of our common stock; The then prevailing trading price and trading volume for our common stock; The anticipated impact of the Reverse Stock Split on the trading price of and market for our common stock; and Prevailing general market and economic conditions. Reducing the number of outstanding shares of our common stock through a reverse stock split is intended, absent other factors, to increase the per share market price of our common stock. However, other factors, such as our financial results, market conditions and the market perception of our business may adversely affect the market price of our common stock. As a result, there can be no assurance that the Reverse Stock Split, if completed, will result in the intended benefits described above, that the market price of our common stock will increase following the Reverse Stock Split or that the market price of our common stock will not decrease in the future. Additionally, we cannot assure you that the market price per share of our common stock after a reverse stock split will increase in proportion to the reduction in the number of shares of our common stock outstanding before the Reverse Stock Split. Accordingly, the total market capitalization of our common stock after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split. Our Board may also determine that the Reverse Stock Split is no longer in the best interests of the Company and its stockholders and decide to abandon the Reverse Stock Split, at any time before, during or after the meeting and prior to its effectiveness, without further action by the Effect of the Reverse Split on Our Common Stock The Reverse Stock Split The table below shows, as of Reverse Stock Split Ratio Approximate Number of Outstanding Number of Authorized Shares of Common Stock Following the Reverse Stock Split 1-for-15 9,878,403 195,000,000 The Reverse Stock Split will affect all holders of our common stock uniformly and will not affect any stockholder’s percentage ownership interest in us, except that, as described below in “— Fractional Shares,” record holders of common stock otherwise entitled to a fractional share as a result of the Reverse Stock Split will receive cash in lieu of such fractional share. In addition, the Reverse Stock Split will not affect any stockholder’s proportionate voting power (subject to the treatment of fractional shares). The Reverse Stock Split may result in some stockholders owning “odd lots” of less than 100 shares of common stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in “round lots” of even multiples of 100 shares. The Reverse Stock Split will not result in any change in the number of authorized shares of The Reverse Stock Split could, under certain circumstances, have an anti-takeover effect (for example, by enhancing our ability to approve future issuances that could dilute the stock ownership of a person seeking to effect a change in the composition of our Board Procedure for Implementing the Reverse Stock Split The Reverse Stock Split, if approved by our stockholders, would become effective upon the filing (the “Effective Time”) of a certificate of amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware. After the Effective Time, our common stock will have a new Committee on Uniform Securities Identification Procedures (“CUSIP”) number, which is a number used to identify our equity securities, and stock certificates with the older CUSIP number will need to be exchanged for stock certificates with the new CUSIP number by following the procedures described below. Beneficial Holders of Common Stock (i.e., stockholders who hold in street name) Upon the implementation of the Reverse Stock Split, we intend to treat shares held by stockholders through a bank, broker, custodian or other nominee in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers, custodians or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding our common stock in street name. However, these banks, brokers, custodians or other nominees may have different procedures than registered stockholders for processing the Reverse Stock Split. Stockholders who hold shares of our common stock with a bank, broker, custodian or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees. Registered Certain of our registered holders of common stock may hold some or all of their shares electronically in book-entry form with the transfer agent. These stockholders do not have stock certificates evidencing their ownership of the common stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts. Stockholders who hold shares electronically in book-entry form with the transfer agent will not need to take action (the exchange will be automatic) to receive whole shares of post-Reverse Stock Split common stock, subject to adjustment for treatment of fractional shares. Exchange of Stock Certificates and Elimination of Fractional Share Interests As soon as practicable after filing the certificate of amendment to our Certificate of Incorporation effecting a Reverse Stock Split with the Secretary of State of Delaware, stockholders will receive instructions for the exchange of their common stock certificates for new certificates representing the appropriate number of shares of common stock after the Reverse Stock Split. However, if permitted, the Company may elect to effect the exchange in the ordinary course of trading as certificates are returned for transfer. In either event, each current certificate representing shares of common stock will until so exchanged be deemed for all corporate purposes after the filing date to evidence ownership of our common stock in the proportionately reduced number. An exchange agent may be appointed to act for stockholders in effecting the exchange of their certificates. Stockholders shouldNOT destroy any stock certificates or submit their stock certificates now. You should submit them only after you receive instructions from us or our exchange agent. No service charges, brokerage commissions or transfer taxes will be payable by any stockholder, except that if any new stock certificates are to be issued in a name other than that in which the surrendered certificate(s) are registered it will be a condition of such issuance that (1) the person requesting such issuance pays all applicable transfer taxes resulting from the transfer (or prior to transfer of such certificate, if any) or establishes to our satisfaction that such taxes have been paid or are not payable, (2) the transfer complies with all applicable federal and state securities laws, and (3) the surrendered certificate is properly endorsed and otherwise in proper form for transfer. Fractional Shares We do not currently intend to issue fractional shares in connection with the Reverse Stock Split. Therefore, we will not issue certificates representing fractional shares. In lieu of issuing fractions of shares, we intend to pay cash as follows: If a stockholder’s shares are held in street name, payment for the fractional shares will be deposited directly into the stockholder’s account with the organization holding the stockholder’s shares. If the stockholder’s shares are registered directly in the stockholder’s name, payment for the fractional shares will be made by check, sent to the stockholder directly from our transfer agent upon receipt of the properly completed and executed transmittal letter and original stock certificates. The amount of cash to be paid for fractional shares will be equal to the product obtained by multiplying: The average closing price of our common stock as reported by the OTC Markets QB (or higher) tier for the five trading days immediately preceding the date of the Reverse Stock Split, or if our common stock is not at such time traded on the OTC Markets QB (or higher) tier, then as reported on the primary trading market for our common stock; The amount of the fractional share. Those stockholders who hold less than the number of shares set forth in the Reverse Stock Split ratio would be eliminated as a result of the payment of fractional shares in lieu of any fractional share interest in connection with the Reverse Stock Split. The Board reserves the right to aggregate all fractional shares for cash and arrange for their sale, with the aggregate proceeds from such sale being distributed to the holders of fractional shares on a pro rata basis. Effect of the Reverse Stock Split on Employee Plans, Options, Restricted Stock Awards and Units, Warrants, and Convertible or Exchangeable Securities Based upon the Accounting Matters This proposed amendment to our Certificate of Incorporation will not affect the par value of our common stock per share, which will remain $0.0001 par value per share. As a result, as of the Effective Time, the stated capital attributable to common stock will be proportionately reduced based on the applicable ratio used in the Reverse Stock Split and the additional paid-in capital account on our balance sheet will not be materially affected due to the Reverse Stock Split. Reported per share net income or loss will be higher because there will be fewer shares of common stock outstanding. Certain Federal Income Tax Consequences The following summary describes certain material U.S. federal income tax consequences of the Reverse Stock Split to holders of our common stock. Unless otherwise specifically indicated herein, this summary addresses the tax consequences only to a beneficial owner of our common stock that is a citizen or individual resident of the United States, a corporation organized in or under the laws of the United States or any state thereof or the District of Columbia or otherwise subject to U.S. federal income taxation on a net income basis in respect of our common stock (a “U.S. holder”). A trust may also be a U.S. holder if (1) a U.S. court is able to exercise primary supervision over administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person. An estate whose income is subject to U.S. federal income taxation regardless of its source may also be a U.S. holder. This summary does not address all of the tax consequences that may be relevant to any particular investor, including tax considerations that arise from rules of general application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known by investors. This summary also does not address the tax consequences to (i) persons that may be subject to special treatment under U.S. federal income tax law, such as banks, insurance companies, thrift institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, U.S. expatriates, persons subject to the alternative minimum tax, traders in securities that elect to mark to market and dealers in securities or currencies, (ii) persons that hold our common stock as part of a position in a “straddle” or as part of a “hedging,” “conversion” or other integrated investment transaction for federal income tax purposes, or (iii) persons that do not hold our common stock as “capital assets” (generally, property held for investment). If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships that hold our common stock, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequences of the Reverse Stock Split. This summary is based on the provisions of the Internal Revenue Code of 1986, as amended, U.S. Treasury regulations, administrative rulings and judicial authority, all as in effect as of the date of this proxy statement. Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of the Reverse Stock Split. PLEASE CONSULT YOUR OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT IN YOUR PARTICULAR CIRCUMSTANCES UNDER THE INTERNAL REVENUE CODE AND THE LAWS OF ANY OTHER TAXING JURISDICTION. The Reverse Stock Split should be treated as a recapitalization for U.S. federal income tax purposes. Therefore, a stockholder generally will not recognize gain or loss on the Reverse Stock Split, except to the extent of cash, if any, received in lieu of a fractional share interest in the post-Reverse Stock Split shares. The aggregate tax basis of the post-split shares received will be equal to the aggregate tax basis of the pre-split shares exchanged therefore (excluding any portion of the holder’s basis allocated to fractional shares), and the holding period of the post-split shares received will include the holding period of the pre-split shares exchanged. A holder of the pre-split shares who receives cash will generally recognize gain or loss equal to the difference between the portion of the tax basis of the pre-split shares allocated to the fractional share interest and the cash received. Such gain or loss will be a capital gain or loss and will be short term if the pre-split shares were held for one year or less and long term if held more than one year. No gain or loss will be recognized by us as a result of the Reverse Stock Split. No Appraisal Rights Stockholders have no rights under Delaware law or under our charter documents to exercise dissenters’ rights of appraisal with respect to the Reverse Stock Split. Vote Required This Proposal Board Recommendation Our Board Recommends a Vote “FOR” Amendment of our Amended and Restated Certificate of Incorporation, as Amended, to Effect a Reverse Stock Split as Described in this Proposal PROPOSAL ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION We are required to permit a separate non-binding stockholder vote to approve the compensation of This proposal, commonly known as a “ Because the stockholders’ vote is advisory, it will not be binding on the Board. However, the Board’s Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements. Board Recommendation Our Board Recommends a Vote “FOR” this Proposal PROPOSAL Our A proposal will be presented at the Annual Meeting to ratify the A representative of Macias Gini & O’Connell LLP is expected to attend the Annual Meeting and will be afforded the opportunity to make a statement and/or respond to appropriate questions from stockholders. Fees for professional services provided by Macias Gini & O’Connell LLP for the fiscal years ended December 31, Category 2014 2013 Audit fees Audit – related fees Tax fees All Other fees Totals Audit fees include fees associated with our annual audit, the reviews of our quarterly reports on Form 10-Q, and assistance with and review of documents filed with the Securities and Exchange Commission. Audit-related fees include consultations regarding revenue recognition and new accounting pronouncements as they related to the financial reporting of certain transactions. Tax fees included tax compliance and tax consultations. The Board Recommendation The Board unanimously recommends a vote “FOR” ratification of the OTHER MATTERS Our Board HOUSEHOLDING OF PROXY MATERIALS The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. This year, a number of brokers with account holders who are Stockholders who currently receive multiple copies of the proxy statement and annual report at their address and would like to request “householding” of their communications should contact their broker. 2016 STOCKHOLDER PROPOSALS Pursuant to Under Rule 14a-4 promulgated under the Exchange Act, if a proponent of a proposal that is not intended to be included in the proxy statement fails to notify us of such proposal at least 45 days prior to the anniversary of the mailing date of the preceding year’s proxy statement or a reasonable time before we send our proxy materials for such meeting if the date of the meeting has changed by more than 30 days from the prior year, then we will be allowed to use our discretionary voting authority under proxies solicited by us when the proposal is raised at such annual meeting of stockholders, without any discussion of the matter in the proxy statement. We were not notified of any stockholder proposals to be addressed at our Annual Meeting, and will therefore be allowed to use our discretionary voting authority if any stockholder proposals are raised at the Annual Meeting. ACCOMPANYING INFORMATION Accompanying this proxy statement is a copy of our annual report to stockholders on Form 10-K, as amended by Amendment No. 1, for our fiscal year ended December 31, By Order of the Board of Directors, [Eldad Eilam ] [President and Chief Executive Officer] Campbell, California August [__], 2014 ANNEX A CERTIFICATE OF AMENDMENT AMENDED AND RESTATED OF HOPTO INC. hopTo Inc., a corporation organized and existing under the laws of the State of Delaware (the 1. That “The corporation is authorized to issue two classes of stock designated respectively common stock and preferred stock. The total number of shares that the corporation is authorized to issue is Effective upon the close of business on ___________, 201_, each 2. That the foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law, by approval of the board of directors of the Company 3. That the Effective Time of the amendment herein certified shall be the close of business on ___________, 201_. [ signature page follows ] IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment of Amended and Restated Certificate of Incorporation to be duly executed by its authorized officer this [*] day of [*], 201_. hopTo Inc. By: [name] THIS PROXY IS SOLICITED ON BEHALF OF hopTo Inc. ANNUAL MEETING OF STOCKHOLDERS The undersigned stockholder of THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR THE ELECTION OF THE DIRECTOR NOMINEES LISTED ON THE REVERSE SIDE, FOR PROPOSAL 2, FOR PROPOSAL 3, AND FOR PROPOSAL (Continued and to be signed on the reverse side) ANNUAL MEETING OF STOCKHOLDERS OF hopTo Inc. SEPTEMBER 24, 2015 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: Please sign, date and mail your proxy card Please detach along the perforated line and mail in the envelope provided ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL NOMINEES FOR DIRECTOR, 1. Election of two Class NOMINEES: John Cronin Ashfaq A. Munshi 2. To approve a one-for-fifteen reverse stock split of our common stock [ ] For [ ] Against [ ] Abstain 3. To approve, in a non-binding advisory vote, [ ] For [ ] Against [ ] Abstain 4. To ratify the [ ] For [ ] Against [ ] Abstain Note: In their discretion, the proxies are authorized to act upon such other matters as may properly come before the 2015 Annual Meeting of Stockholders or any postponement(s) or adjournment(s) thereof. Please check here [ ] if you plan to attend the meeting. To Changes to the registered name(s) on the account may not be submitted via this method. Please sign exactly as your Date ________________________, 2015 Signature Signature (Joint Owners) PLEASE MAIL IN THE ENVELOPE PROVIDED.66020132015 ANNUAL MEETING OF STOCKHOLDERSGraphOn CorporationhopTo Inc. (the “Company”, “we”, “us” or “our”) for the 20132015 Annual Meeting of Stockholders (“Annual Meeting”) to be held at the Company'sour offices located at 19011919 S. Bascom Avenue, Suite 660,600, Campbell, California 95008 on Thursday, May 30, 2013September 24, 2015 at 10:11:00 a.m., local time. We invite you to attend in person.ShareholderStockholders Meeting To Be Held on May 30, 201320122014 both by sending you these proxy materials and by notifying you of the availability of these proxy materials on the Internet. These proxy materials are available on the Internet at http://proxymaterials.graphon.com. These proxy materials wereproxymaterials.hopto.com. our stockholders on or about April [__], 2013.dateApril 1, 2013.August 19, 2015. You may vote all shares of our common stock that you owned as of the close of business on that date. On April 1, 2013,August 19, 2015, there were 87,546,373148,176,045 shares of our common stock outstanding. Each share of common stock is entitled to one vote on each matter to be voted on at the Annual Meeting.voteApril 1, 2013August 19, 2015 can attend the Annual Meeting. You may vote at the Annual Meeting if you are a stockholder of record (your shares are directly registered in your name on our books and not held through a broker, bank or other nominee). In order to vote at the Annual Meeting shares held in “street name,” you must obtain a valid proxy from your broker, bank, or other nominee, and bring it to the meeting. Follow the instructions from your broker, bank, or other nominee included with these proxy materials, or contact your broker, bank, or other nominee tonomineeto request a proxy form.your proxymeetingAnnual Meeting by (i) sending a written notice of revocation to Robert Dixon,Jean-Louis Casabonne, Secretary, GraphOn Corporation, 1901hopTo Inc., 1919 S. Bascom Avenue, Suite 660,600, Campbell, CA 95008, (ii) submitting by mail, telephone or the Internet another proxy dated as of a later date, or (iii) voting in person at the Annual Meeting. Merely attending the Annual Meeting will not revoke your proxy. All revocations of your proxy must be received prior to the voting of your shares at the Annual Meeting. Voting in person at the Annual Meeting will replace any previous votes submitted by proxy.I), FOR the proposal to change in the Company’s name to hopTo, Inc. (Proposal II)1), FOR the reverse stock split proposal(Proposal III)2), FOR the advisory Say-On-Pay proposal(Proposal IV)3), FOR the annual “one year” alternative in the Say-On-Pay frequency proposal (Proposal V) and FOR the ratification of Macias Gini & O’Connell LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013 2015(Proposal VI)4). The persons named as proxies will vote on any other matters properly presented at the Annual Meeting in accordance with their best judgment. We have not received notice of other matters that may be properly presented for voting at the Annual Meeting.your vote, votingYour Vote, Voting to “abstain”“Abstain” and “broker“Broker non-votes”I)1), you can withhold your vote for either or both of the nominees. Withheld votes will be excluded entirely from the vote and will have no effect on the outcome. With regard to the other proposals, you can vote to “abstain.” If you vote to “abstain,” your shares will be counted as present at the meeting for purposes of determining whether a quorum exists, but such abstention will have the effect of a vote against“against” the proposal.two advisory Say-On-Pay proposals areproposalare deemed non-routine matters; consequently, absent instructions from you, your broker may not vote your shares on the name changeelection of the directors and the advisory Say-On-Pay proposal(Proposals 1 and 3).Your brokermay vote your shares on the reverse stock split proposal and the ratification of the appointment of our independent registered public accounting firm(Proposals II, III2 and VI)4)., but may not vote your shares on the election of the directors and the two advisory Say-On-Pay proposals (Proposals I, IV and V). A “broker non-vote” occurs when a broker submits a proxy without voting on one or more of the non-routine matters. A broker non-vote is considered present at the meeting for purposes of determining whether a quorum exists but is not counted as a vote cast on any non-routine matter presented at the Annual Meeting. Broker non-votes will have the same effect as a vote “against” on the reverse stock split proposal (Proposal 2).requiredRequired to hold the Annual MeetingThe holders of a majority of the total voting power of our common stock, outstanding on April 1, 2013, present, in person or by proxy, shall constitute a quorum for the transaction of any business at the Annual Meeting.Votes required to elect directorsElect Directors and to adopt other proposalsvotes castthe voting power of our common stock at the Annual Meeting.Meeting (Proposal 1). The affirmative vote of a majority of the voting power of our common stock that isoutstanding on August 19, 2015, present in person or by proxy, at the Annual Meeting is required to approve the advisory Say-On-Pay proposal, the advisory Say-On-Pay frequency proposal, and to ratify the appointment of Macias Gini & O’Connell LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013 2015(Proposals IV, V3 and VI)4, respectively)..on April 1, 2013 is required to approve the name change proposal and the reverse stock split proposal(Proposals II and III) (Proposal 2).name change proposal and the reverse stock split proposal.2adjournmentAdjournment of the Annual Meeting report which we will file with the Securities and Exchange Commission (the “SEC”) within four business days after the Annual Meeting.3IThe membersour Board of Directors aresix directors divided into three classes. classes – Class I (Mr. Cronin and Mr. Munshi), Class II (Mr. Brochu and Mr. Auriemma), and Class III (Mr. Eilam and Mr. Verba) – with the directors in each class holding office for staggered terms of three years each and until their successors have been duly elected and qualified.membersterms of one class areMr. Cronin and Mr. Munshi expire at the Annual Meeting. Accordingly, two Class I directors will be elected at eachour Annual Meeting. The nominees for election as Class I directors are John Cronin and Ashfaq A. Munshi who will serve until our 2018 annual meeting of stockholders to hold office for a three-year term and until successors of such class members have been elected and qualified. The respective members of each class are set forth below:●Class I:John Cronin and Steven Ledger (two persons; terms expire 2015)●Class II:August P. Klein, Michael Brochu and Sam M. Auriemma (three persons; terms expire 2013; only two to be elected at the Annual Meeting)●Class III:Eldad Eilam (one person; term expires 2014)Two directors are to be elected at this meeting to serve for a term of three years and until their successors are elected and qualified.P. Klein, who19, 2015:onea director since August 2011. Mr. Cronin is the founder, managing director and chairman of ipCapital Group, Inc., an intellectual property consulting firm, with which we have formed an alliance to deploy a range of strategic invention and intellectual tactics aimed at accelerating the growth and commercialization of our directors since AugustIP portfolio. We also have relationships with certain related parties to ipCapital Group, Inc. and Mr. Cronin as described under Related-Party Transactions. Prior to founding ipCapital in 1998, Mr. Cronin was an inventor at IBM for 17 years where he patented 100 inventions, published over 150 technical papers and Vice Chairmanreceived IBM’s “Most Distinguished Inventor Award.” Our Board has determined that Mr. Cronin is qualified to serve on our Board because of his over 30 years’ experience developing and consulting with the development of high-tech intellectual property and his extensive knowledge and understanding of the high-tech industry. Mr. Cronin is also founder and CEO of ipCreate,Inc., an invention on demand company that partners with global technology companies to create outsourced, off-budget patented inventions to complement their own internal R&D efforts.Mr. Cronin serves on the board of directors of Imageware, which is a publicly-held company.. He holds a BS in Electrical Engineering, an MS in Electrical Engineering and a BA in Psychology from the University of Vermont.since February 2010, will be retiring from our board uponin November 2014. Mr. Munshi is a technologist with over 20 years of entrepreneurship, engineering, marketing, and senior management experience. He is currently the expirationChief Executive Officer of his term, with such expiration coinciding withGraphite Systems, Inc. He is the 2013 Annual MeetingChairman and founder of Stockholders. Gordon M. Watson, formerly a Class III directorTerabitz and who has served as oneits acting CEO since 2006. Mr. Munshi has also served as the Chief Technology Officer of our directors since April 2002, resigned fromYahoo! Inc., as Head of Yahoo! Labs and as interim CEO and chairman of both MSC Software (NASDAQ: MSCS) and Level5 Networks. He has also served as chairman of a number of technology startup companies. In addition to Terabitz, Mr. Munshi has founded four other Silicon Valley companies: Radiance, Vivecon, SpecialtyMD, and Commerce Engine. Mr. Munshi is qualified to serve on our Board effective March 29, 2013. The Boardbecause of his extensive senior management experience and deep technology background in both private and public companies. Earlier in his career, he served as a corporate vice president at Applied Materials and before that, Mr. Munshi was vice president and general manager of the Enterprise Business Unit at SGI. Mr. Munshi began his executive career at Oracle Corporation where he was director of development and marketing building UI toolkits and data base applications. He was as an advisor to San Francisco based UpSight and has not nominated or appointed any successorsalso served as an advisor to Messrs. KleinTransitive Corporation and Watsonhas been on the Dean’s Leadership Council for the Division of Engineering and Applied Sciences at this time.Nominees for ElectionHarvard University. Mr. Munshi holds an A.B. in Mathematics from Harvard and has completed graduate work in computer science at Brown and the 2013 Annual Meeting (to a three-year term expiringUniversity of California, Santa Cruz. He is an alumnus of the Stanford Graduate School of Business.2015 – Class2016 (Class II)The following sets forth information concerning the nominees:, age 59, has served as one of our directorsa director since April 2012. From November 1997 until its acquisition in November 2004 by Art Technology Group, Inc., Mr. Brochu served as the President, Chief Executive Officerpresident, chief executive officer and Chairmanchairman of the Boardboard of directors of Primus Knowledge Solutions, Inc. Mr. Brochu was a member of the board of directors of Art Technology Group from November 2004 until its acquisition by Oracle Corporation in January 2011. Beginning in December 2003, Mr. Brochu served as a director of Loudeye Corp., and beginning infrom February 2005 until October 2006, as its Presidentpresident and Chief Executive Officer.chief executive officer. In October 2006, Loudeye Corp. was acquired by Nokia Corp. Mr. Brochu left Nokia Corp. in December 2006. From June 2007 until its acquisition in September 2011 by WPP PLC, Mr. Brochu served as President, Chief Executive Officerpresident, chief executive officer and a director of Global Market Insite, Inc. Our Board has determined that Mr. Brochu’sBrochu is qualified to serve on our Board because of his more than 20 years’ of senior-level experience as a veteran operational executive supports our belief that he is well-qualified to serve asin a membervariety of our board.technology companies. Mr. Brochu is currently a member of the board of directors for Centro Digital Media, Vines of Mendoza and Zotec Partners (each privately held). He is also a member of the Operating Committee of BelHealth Investment Partners, a private equity firm specializing in healthcare, and is on the advisory board of Seattle-based venture capital firm Voyager Capital. Mr. Brochu holds a BBA in Finance/Accounting from the University of Texas at El Paso. age 60, has served as one of our directorsa director since July 2012. From April 2007 until its acquisition in October 2009 by Symphony Technology Group, a private-equity fund, Mr. Auriemma served as Executive Vice Presidentexecutive vice president and Chief Financial Officerchief financial officer of MCS Software. Since the sale of MCS Software, Mr. Auriemma has served part-time as a member of the board of several not for profit and for profit organizations. Mr. Auriemma has also held executive positions at IBM/FileNet Corporation, Wonderware Corporation, Platinum Technology/Locus Computing Corporation, Distributed Logic Corporation, and Applied Circuit Technology. Our Board has determined that Mr. Auriemma’sAuriemma is qualified to serve on our Board because of his more than 30 years’ of senior-level experience as a veteran financial executive at a variety of technology companies supports our belief that he is well-qualified to serve as a member of our board. Since the sale of MCS Software,companies. Mr. Auriemma has served part-time as a member of the Board of several not for profit and for profit organizations. He is a certified public accountantCertified Public Accountant and holds a BS degree from the University of Southern California.4Retiring Directors Whose Terms Expire at the 2013 Annual Meeting (Class II)August P. Klein, age 76, has served as one of our directors since August 1998, and Vice Chairman of the Board since February 2010. In 1995, Mr. Klein founded JSK Corporation, a general contracting firm. Mr. Klein was an initial member of JSK Corporation’s board of directors and served as its initial Chief Executive Officer until his retirement in 1999. Mr. Klein remains a member of JSK Corporation’s board of directors. From 1989 to 1993, Mr. Klein was founder and Chief Executive Officer of Uniquest, Inc., an object-oriented application software company. From 1984 to 1988, Mr. Klein served as Chief Executive Officer of Masscomp, Inc., a developer of high performance real time mission critical systems and UNIX-based applications. Mr. Klein has served as Group Vice President, Serial Printers at Data Products Corporation and President and Chief Executive Officer at Integral Data Systems, a manufacturer of personal computer printers. Mr. Klein spent 25 years with IBM Corporation, rising to a senior executive position as General Manager of the Retail/Distribution Business Unit. Mr. Klein’s more than 30 years’ experience as chief executive and board member of many different companies, including multiple high-tech companies, supports our belief that he is well-qualified to serve as a member of our board. Mr. Klein currently serves as a trustee of the United States Supreme Court Historical Society and as a trustee of the Computer Museum in Boston, Massachusetts. Since March 2011, Mr. Klein has served as a Director of Tagnetics Corporation, a privately-held electronics shelf-tag manufacturer for retailers, and between May 2011 and September 2012 served as their Chief Executive Officer. In September 2012, with the hiring of a new Chief Executive Officer, Mr. Klein was named Vice-Chairman of the Board of Tagnetics Corporation. Mr. Klein has previously served as a director of privately-held QuickSite Corporation. Mr. Klein holds a B.S. in Mathematics from St. Vincent College.Current Directors Whose Terms Expire in 20152017 (Class I)John Cronin, age 58, has served as one of our directors since August 2011. Mr. Cronin is the founder, managing director and chairman of ipCapital Group, Inc., an intellectual property strategy firm, with which we have formed an alliance to deploy a range of strategic invention and intellectual tactics aimed at accelerating the growth and commercialization of our IP portfolio. Prior to founding ipCapital in 1998, Mr. Cronin was an inventor at IBM for 17 years where he patented 100 inventions, published over 150 technical papers and received IBM’s “Most Distinguished Inventor Award.” We believe that Mr. Cronin’s qualifications to serve on our board include his over 30 years’ experience developing and consulting with the development of high-tech intellectual property and his extensive knowledge and understanding of the high-tech industry. Mr. Cronin serves on the board of directors of Document Security Systems and Imageware, each of which is a publicly-held company. Mr. Cronin also serves on the advisory board of , Armor Designs, Inc. and Primal Inc., Spectrum Bridge, ParkerVision all of which are privately-held. He holds a BS in Electrical Engineering, an MS in Electrical Engineering and a BA in Psychology from the University of Vermont.Steven Ledger, age 53, has served as one of our directors since August 2011 and was appointed Chairman in January 2012. Mr. Ledger founded and since 2002 has been managing partner of Tamalpais Partners LLC, an investor in, and advisor to, emerging growth companies. Mr. Ledger previously founded, and served from 1999 to 2002 as managing partner of eCompanies Venture Group, where he managed an Internet focused, strategic venture capital fund. Prior to founding eCompanies Venture Group, Mr. Ledger served as managing partner and portfolio manager at San Francisco Investment Group and Kayne Anderson Investment Management. He began his career at Fidelity Management and Research as an equity research analyst and portfolio manager. We believe that Mr. Ledger’s qualifications to serve on our board include his over 30 years’ experience advising high-tech companies at similar stages in their corporate history as we are, and his financial analysis experience covering a wide array companies. Mr. Ledger also serves on the board of directors of the following public companies: Broadcast International, Inc. and Crossroads Systems, Inc. Mr. Ledger has previously served as a director of Acorn Energy, Inc., a public company. Mr. Ledger is a graduate of the University of Connecticut.5Current Directors Whose Terms Expire in 2014 (Class III), age 36, has served as our Chief Executive Officer since August 2012 and our President since January 2012, and has been a member of our Board since March 2012. Previously, Mr. Eilam served as our Acting Chief Executive Officer between March 2012 and April 2012, as our Interim Chief Executive Officer between MarchApril 2012 and August 2012. Mr. Eilam served2012, as our Chief Operating Officer from January 2012 to August 2012, and as our Chief Technology Officer from July 2011 to January 2012. Mr. Eilam has been one of our directors since March 2012. In 2004, Mr. Eilam founded Elgix, Limited, a consulting firm to the high-tech industry. Mr. Eilamindustry, and served as its initial Presidentpresident until his appointment as our Chief Technology Officer. From July 2006 to March 2009, Mr. Eilam was Presidentpresident of GraphOn Research Labs, Limited, our Israeli subsidiary. From April 2009 to July 2011, in his role as President of Elgix, Limited, Mr. Eilam served as a consultant to the high-tech industry, including as a consultant to us since June 2010. From July 2007 to August 2010, Mr. Eilam was Chief Technology Officer of Else Ltd, a design house for mobile devices, and developer of Else Intuition, a Linux-based mobile phone operating system. Mr. Eilam is a technology expert in the Windows operating system, mobile user interfaces and advanced software technology development, and is the author of the book “Reversing: Secrets of Reverse Engineering.” We believe that Mr. Eilam’s qualificationsEilam was nominated to serve on our board includeBoard because of his experience advising high-tech companies at similar stages of development as our company,Company, and his technological expertise in the Windows operating system and mobile user interfaces. that are not DirectorsChristoph Berlin, age 33,Jean-Louis Casabonne has served as our Chief Operating Officer since August 2012. Mr. Berlin previously served as our vice president of product management and marketing from February 2012 to August 2012. Prior to joining our company, from April 2009 to January 2012, Mr. Berlin was senior manager of the XenClient partner/product management team at Citrix Systems, where he was responsible for evangelizing and driving client virtualization with key strategic partners. From September 2007 to March 2009, Mr. Berlin was manager of engineering escalations at XenSource prior to its acquisition by Citrix. Prior to XenSource, Mr. Berlin held various positions in networking and security technology companies. Mr. Berlin received a Diplom-Informatiker (equivalent to a Masters in computer science) from University of Applied Sciences Darmstadt, Germany.Robert Dixon, age 53, has served as our Interim Chief Financial Officer and Secretary since May 2012.2014. Previously from 2002 to 2011, Mr. Dixon served as our Controller between March 2000 and May 2012. Prior to joining our company, from September 1998 to February 2000, Mr. Dixon served as senior internal auditor for Johnson and Johnson, and from April 1996 to September 1998, he served in the consulting division of Moore Stephens, P.C., an international public accounting firm, as supervisor of audit technology. Prior to joining Moore Stephens, Mr. Dixon held various managerial and staff positions with leading companies in the oil and gas and financial services industries, including Hess Corporation and PricewaterhouseCoopers. Since June 2010, Mr. DixonCasabonne has served as the Chief Financial Officer of Quova, Inc., a Directorventure backed company which he guided to profitability prior to its successful sale to Neustar, Inc. (NYSE:NSR). Following the sale of Quova to Neustar, Mr. Casabonne continued with Neustar from 2011 to 2014 as a strategic evangelist and Treasurerdirector of business development managing strategic relationships with key partners. From 1996 to 2002, Mr. Casabonne was a founder and controller for Pacific Collegiate School, oneInxight Software, a spin-out from Xerox Corporation. He became CFO and VP of Operations for Inxight in 1999, managing finance, administration, legal affairs, information technology and customer support. From 1992 to 1996, Mr. Casabonne served in a number of senior financial positions for Xerox Corporation’s XSoft Division. Mr. Casabonne also serves as a member of the nation’s top performing public charter high schools. From February 2005 to May 2010, Mr. Dixon served as a Trustee and Treasurerboard of trustees for Santa Cruz Montessori School,Stanbridge Academy, a private elementary school.K-12 school where he has been a trustee since 2011. Mr. Dixon is a graduate of the University of New HavenCasabonne received his MBA and is a Certified Public Accountant in the State of New Jersey.BS from Santa Clara University.Committees of theof Directorsof Directors has antwo separately designated committees: our Audit Committee and aour Compensation Committee. Each member of these standing committees has been determined to meet the standards for director independence under the rules of the SEC and is an “independent director” as defined under NASDAQ listing standards.August P. KleinJeremy E. Verba and Steven Ledger.Ashfaq A. Munshi. Our Audit Committee held four meetings during 2014. Our Board of Directors has determined that each member of our Audit Committees meets the NASDAQ Marketplace definition ofCommittee members is “independent” for audit committee purposes. Our Board of Directors has also determinedpurposes and that Sam Auriemma meets the SEC definition of an “audit committee financial expert.” Information regarding our Audit Committee and its functions and responsibilities is included in this proxy statement under the caption “Report of the Audit Committee” below.6Gordon Watson, formerly Chairman of ourOur Compensation Committee resigned effective March 29, 2013. Our Board of Directors has determined that each member of our Compensation Committee meets the NASDAQ Marketplace definition of “independent director” for compensation committee purposes.held one meeting during 2014. Our Compensation Committee annually reviews and determines both the cash and non-cash components of compensation paid to our directors and executive officers. In years past, the Compensation Committee has utilized information published by independent organizations, such as the American Electronics Association and Culpepper and Associates, for background information as to general compensation levels currently being offered in our industry. Our executive officers do not perform any role in determining or recommending the amount or form of executive or director compensation with the exceptioncompensation; however, as a member of our Board, our Chief Executive Officer who is also a director, having input onreviews and participates in compensation fordecisions of executive officers other than himself. Our Compensation Committee also administers our stock-based compensation plans. Our Compensation Committee does not have a charter.Each committee has the power to engage independent legal, financial or other advisors, as it may deem necessary, without consulting or obtaining the approval of our Board of Directors or any of our officers.Until recently, thewereare held by the same individual. However, effective in the second quarter of 2012, thedifferent individuals. Mr. Auriemma currently is Chairman of our Board is one of our independent directors.Board. We believe that having a non-executive Chairman acting in a leadership position to direct the meetings and procedures of the Board is beneficial to theour Company and its employees. Mr. Ledger’s deep experience advising companies with histories and financial make-ups similar to ours, and his ability to provide an independent perspective on issues, opportunities and challenges facing our company, makes him best positioned to develop agendas that ensure the Board’s time and attention are focused on matters which are critical to us,employees and conveys a clear, cohesive message of boardBoard independence and leadership to our employees and industry partners. TheOur Board believes that this structure provides an efficient and effective leadership model for our Company, facilitates efficient and open communication between our directors and management team, and helps to involve our other independent boardBoard members in Board activities and decision making.companyCompany and to periodically review assessments prepared by our senior management of such risks, as well as options for their mitigation. Frequent interaction between our directors and members of senior management assist in this effort. Communications between our Board and senior management regarding long-term strategic planning and short-term operational practices include matters of material risk inherent in our business. of Directors is formally apprised at least annually of our enterprise risk management efforts. Our Board regularly reviews information regarding our credit, liquidity and operations, as well as the risks associated with each. Our Audit Committee is responsible for overseeing the management of financial and accounting risks. Our Compensation Committee is responsible for overseeing the management of risk-taking relating to executive compensation plans and arrangements. While each committee is responsible for the evaluation and management of such risks, our entire Board is regularly informed through committee reports.Meetings of the Board of Directors and CommitteesDuring 2012, there were 15 meetings of our Board of Directors, 5 meetings of our Audit Committee and 3 meetings of our Compensation Committee. Each then-director attended, either in person or by electronic means, all of the meetings of our Board of Directors and Board committees on which they served during 2012.7(August P. Klein, Steven Ledger, John(John Cronin, Sam M. Auriemma, Michael A. Brochu, Jeremy E. Verba and Michael Brochu)Ashfaq A. Munshi), who collectively constitute a majority of our Board, meets the general independence criteria set forth in the NASDAQ Marketplace rules. In addition, our Board has made a subjective determination as to each of the foregoing individuals that no relationships exist (including the relationship with ipCapital or the consulting fee paid to Tamalpais Partners, that are described below under “Related-Party Transactions”) that, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. of Directors since August 9, 2011, is the founder, managing director and chairman of ipCapital Group, Inc. (“ipCapital”), an intellectual property strategy firm.20122014 and 2011,2013 we paid ipCapital an aggregate $179,300$0 and $154,200,$15,000, respectively, for services performed under the engagement agreement, as amended. Prior to entering into the engagement agreement with ipCapital in 2011, they performed an analysis of our intellectual property and the potential methods we could employ to strengthen our intellectual property on a consulting basis. We paid them $50,500 for this analysis in 2011. All amounts paid to ipCapital in 2012 and 2011 have been reported within general and administrative expense.first vesting installmentinstallments occurred on October 11, 2012 with the remaining two to occur onand October 11, 2013, and October 11, 2014, respectively.respectively.. The remaining 200,000 shares became fully vested upon the completion to our satisfaction of all services that we had requested from ipCapital under the engagement agreement, prior to the signing of the amendments. Such performance was deemed satisfactory during 2012. We believe that these fees, together with the issuance of the warrant, constitute no greater compensation than we would be required to pay an unaffiliated person for substantially similar services.of Directors since August 9, 2011, iswas a partner until December 31, 2014, and servesserved on the board of directors, of ipCapital Licensing Company I, LLC (ipCLC)(“ipCLC”), an intellectual property licensing firm.theirits services, on a no-retainer basis, to identify and present us with candidates who may be seeking to acquire a certain limited group of our patents that are unrelated to our current business strategy. If, during the applicable term of the agreement,IP Agreement, we enter into an agreement with any candidate presented to us by themipCLC to acquire or otherwise exploit the covered patents, we will pay ipCLC a fee of ten percent (10%) of the royalties, fess,fees, and other consideration paid over the life of such agreement.8agreementIP Agreement is effective as of February 4, 2013, and will end 18 months after we or ipCLC serve 60 daysdays’ written notice of termination to the other party (with earlier termination possible in the event of a material breach). The IP Agreement provides for customary confidentiality undertakings, limitations on ipCLC’s total liability and mutual indemnification provisions.Agreement areEngagement Letter were fair and reasonable to us and arewere at least as favorable to us as those that we could behave been obtained on an arms’arm’s length basisbasis.Tamalpais Partners LLCSteven Ledger, the Chairman of the Company’s Board of Directors, is the founder and managing partner of Tamalpais Partners LLC, a business consulting firm. On February 1, 2013, the Company renewed its consulting agreement with Tamalpais under which Tamalpais will provide it with advisory services focused on capital and business issues, including assistance on raising capital, mergers, acquisitions, business development and investor relations/positioning. The Company will pay Tamalpais $6,000 per month during the current term of this agreement, which runs for one year, beginning February 1, 2013. We believe that these fees constitute no greater compensation that we would be required to pay to an unaffiliated person for substantially similar services.Gordon WatsonOn March 29, 2013, Gordon Watson resigned from our Board of Directors and on such date the Company entered into an exclusive consulting agreement with Mr. Watson whereby he will provide the our Board of Directors consulting services for a term commencing upon his resignation and ending May 31, 2014.Mr. Watson’s consulting agreement provides for total compensation of $12,500 over the term of the agreement. In addition, out of Mr. Watson’s currently unvested options to purchase the Company’s common stock granted during his term as a director, 192,236 of such options shall continue to vest during the term of the agreement in accordance with their original terms. Mr. Watson will also be reimbursed for his reasonable expenses incurred in rendering services to our Board of Directors in accordance with our policies.NomineeAs noted above, ourNomineesof Directors has nodoes not have a nominating committee. Our Board has determined that given its relatively small size, the function of a nominating committee could be performed by our Board as a whole without unduly burdening the duties and responsibilities of our Board members. The nomination of each of the Class I directors standing for election at the 2013 Annual Meeting was unanimously approved by our Board of Directors.stockholder candidates for membership on our Board as well as candidates submitted by current Board members and others.Board. Qualifications for consideration as a new director nominee may vary according to the particular areas of expertise being sought as a complement to the existing Board composition. In reviewing nominations, our Board of Directors will consider, among other things, an individual’s business experience, industry experience, financial background, breadth of knowledge about issues affecting us, time available for meetings and consultation regarding company matters and other particular skills and experience possessed by the individual.9theour Board. Our Bylaws are made available at our website at: www.GraphOn.com. Follow the link to “About GraphOn” to the link for “Corp. Governance” and then “Corporate Bylaws.”bylawsBylaws as to the director nominee, information about the stockholder making the nomination and the beneficial owner, if any, on behalf of whom the nomination is made, including name and address, class and number of shares owned, and representations regarding the intention to make such a nomination and to solicit proxies in support of it. We may require any proposed nominee to furnish information concerning his or her eligibility to serve as an independent director or that could be material to a reasonable stockholder’s understanding of the independence of the nominee.lesslater than the close of business 90 nor moreearlier than the close of business 120 days prior to the one year anniversary of the date on which we first mailed the proxy materials for the prior year’s annual meeting. However, if our annual meeting is advanced or delayed by more than 30 days from the anniversary of the previous year’s meeting, a stockholder’s written notice will be timely if it is delivered by the later of the 90th90th day prior to such annual meeting or the 10th10th day following the announcement of the date of the meeting. This year, our proxy statement is being mailed on or about April [__], 2013;August 28, 2015; therefore, wenotice by a stockholder, to be timely received, must receive anybe received by our Secretary not later than the close of business on the 10th day following the day on which such notice of recommendation for next year’s annualthe date of the meeting between December [__], 2013 and January [__], 2014.Robert Dixon,Jean-Louis Casabonne, Secretary, and must be mailed to him at GraphOn Corporation, 1901hopTo Inc., 1919 S. Bascom Avenue, Suite 660,600, Campbell, CA 95008, or faxed to him at 1-408-626-9722, with a confirmation copy sent by mail. of Directors meet in executive session, without any employee directors or other members of management in attendance, at least annually and additionally, as circumstances warrant; however, such a meeting is held at least annually. Additionally, if our Board convenes a special meeting, the independent directors may meet in executive session, if the circumstances warrant.Officer and Controller.Officer. Our code of ethics is made available at our website at: www.GraphOn.com. Follow the link to “About GraphOn” to the link for “Corp. Governance” and then “Code of Ethics.”(www.graphon.com)(www.hopto.com) under the heading “About GraphOn.” By first clicking on the “About GraphOn” link and then following the “Contact Us” link,where a stockholder will be given access tofind our telephone number and mailing address as well as a link for providing email correspondence to Investor/Public Relations. Communications sent to Investor/Public Relations and specifically marked as a communication for our Board will be forwarded to our Board or specific members of our Board as directed in the stockholder communication. In addition, communications for our Board received via telephone or mail are forwarded to our Board by one of our employees.10 of Directors does not have a formal policy regarding attendance of directors at our annual stockholder meetings. AllNone of our then-directors attended our 20122014 annual meeting of stockholders.Board RecommendationThe Board unanimously recommends a vote FOR the election of Sam Auriemma and Michael Brochu (the director nominees) to serve as Class II directors.1120122014 and 2011; Year Salary Bonus Option Awards All Other Compensation Total Robert $ $ 520,457 Dilworth, 2012 $ 119,191 $ — $ — $ 237,400 (2) (3)(4) $ 877,048 Former Chief Executive Officer ** 2011 325,774 — — 58,753 (5) 63,719 (3) 448,246 Eldad Eilam, (6) 2012 250,000 50,000 288,000 230,000 (7) 2,270 (8) 820,270 Chief Executive Officer and President 2011 121,154 — — 280,000 (9) 26,966 (8) 428,120 Christoph Berlin, (10) Chief Operating Officer 2012 174,750 — 315,000 73,500 (11) 2,222 (12) 565,472 Robert Dixon, (13) Interim Chief Financial Officer 2012 165,423 — 74,610 — 680 (14) 240,713 William Swain, 2012 63,113 — — — 10,218 (15) 73,331 Former Chief Financial Officer ** 2011 166,112 — — 31,843 (5) 20,488 (15) 218,443 DilworthBerlin resigned as Chief ExecutiveOperating Officer on AprilMarch 12, 2012. See Note 5 to our consolidated financial statements in our Form 2012 Form 10-K filed2014.CommissionCompany ended on April 1, 2013. Mr. Swain resigned as Chief Financial Officer on May 11, 2012.August 5, 2014.On August 15, 2012, Messrs. Eilam, Berlin and Dixon were awarded 1,600,000, 1,750,000 and 414,500 shares of restricted common stock, respectively, with a fair market value of $0.18 per share. 12 to our consolidated financial statements in our 20122014 Form 10-K filed with the Commission on April 1, 2013.March 31, 2015.In conjunction with his award, in November 2012, Mr. Dixon adopted a stock trading plan intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and the Company insider trading policy. The trading plan provides for the sale of a sufficient number of shares of the restricted award to cover the taxes due upon the vesting of such shares (i.e. “sell to cover”).On April 12, 2012 (the “Release Effective Date”), as part of the separation agreement and release we entered into with Mr. Dilworth, all of his then-outstanding unvested options became fully vested and exercisable, and his outstanding vested options were modified to extend the exercise period. All such options will remain exercisable until the earlier of (i) the expiration dates of each such options or (ii) the date that is 30 months after the Release Effective Date. The incremental fair value of the stock options modified was $172,700 and was computed as of that date in accordance with FASB ASC Topic 718. As part of the separation agreement and release, on April 12, 2012, we granted Mr. Dilworth an option to purchase 500,000 shares of common stock at an exercise price of $0.23 per share. The option so granted vests and becomes exercisable at a rate of 12.5% on the first day of each calendar quarter subsequent to April 12, 2012 and expires on October 21, 2014. The fair value of the option so granted was $64,700 and was computed as of its grant date in accordance with FASB ASC Topic 718. The valuation assumptions used in calculating these amounts are set forth in Note 5 to our consolidated financial statements in our 2012 Form 10-K filed with the Commission on April 1, 2013.12(3)Represents group life insurance premiums ($2,139 in 2012 and $6,181 in 2011); our payment of commuting expenses ($8,418 in 2012 and $36,475 in 2011 ); our payment of travel expenses of Mr. Dilworth’s wife ($0 in 2012 and $15,036 in 2011); the incremental cost of a house located near our offices in New Hampshire, which house was rented by Mr. Dilworth ($0 in 2012 and $4,105 in 2011); and miscellaneous personal benefits ($0 in 2012 and $1,922 in 2011). The incremental cost represents for 2011 the aggregate cost of maintaining the house in New Hampshire (rent, utilities, etc.) less the estimated cost we would have incurred had Mr. Dilworth stayed in a hotel near our offices during the days he was in New Hampshire.(4)On the Release Effective Date, as part of the separation agreement and release we entered into with Mr. Dilworth, we agreed to pay Mr. Dilworth $27,300 per month from May 2012 through April 2013, and $13,600 per month from May 2013 through April 2014. As of December 31, 2012, the aggregate present value of the remaining future salary continuation payments due Mr. Dilworth was $250,100. During 2012, we made salary continuation payments totaling $218,100 to Mr. Dilworth. See Note 5 to our consolidated financial statements in our Form 10-K filed with the Commission on April 1, 2013. As part of the separation agreement, we also agreed to pay the premium costs to continue medical coverage for Mr. Dilworth and his spouse under the Employment and Retirement Income Security Act of 1974. Such payments totaled $14,400, inclusive of interest, for 2012, and will be approximately $1,300 per month, inclusive of interest, from January 1, 2013 through October 2013. As of December 31, 2012, the aggregate present value of the remaining continued medical coverage premiums we agreed to pay was $12,300. See Note 5 to our consolidated financial statements in our Form 10-K filed with the Commission on April 1, 2013. We also reimbursed him $15,000 in 2012 for a portion of his legal fees in connection with negotiation of the separation agreement and release.(5)On May 2, 2011, we granted Messrs. Dilworth and Swain options to purchase 187,500 and 112,500 shares of common stock, respectively, at an exercise price of $0.18 and $0.18, respectively. On September 14, 2011, we offered our employees and directors an opportunity to voluntarily exchange certain options held by them for new options subject to the conditions described in an Offer to Exchange. On October 12, 2011:·Mr. Dilworth exchanged options to purchase 725,000 shares of common stock at exercise prices between $0.25 and $0.43 per share for new options to purchase 725,000 shares of common stock at an exercise price of $0.202 per share.·Mr. Swain exchanged options to purchase 615,000 shares of common stock at exercise prices between $0.34 and $0.43 per share for new options to purchase 615,000 shares of common stock at an exercise price of $0.202 per share.The amounts listed in the Options Awards column related to the options granted on May 2, 2011 reflect the aggregate grant date fair value of the stock options granted to Messrs. Dilworth and Swain, calculated in accordance with FASB ASC Topic 718. The valuation assumptions used in calculating these amounts are set forth in Note 1 to our consolidated financial statements in our 2012 Form 10-K filed with the Commission on April 1, 2013. The amounts listed in the Options Awards column attributable to the grant of options in our 2011 tender offer reflect the incremental fair value of the stock options granted to Messrs. Dilworth and Swain pursuant to the 2011 tender offer, computed in accordance with FASB ASC Topic 718. The valuation assumptions used in calculating these amounts are set forth in Note 7 to our consolidated financial statements in our 2011 Form 10-K filed with the Commission on April 16, 2012.13(6) Prior to being appointed Chief Technology Officer, Mr. Eilam was not an employee of our company but provided services to our company as an independent consultant for which services he was paid $157,672 during 2011.(7)February 22, 2012,December 3, 2014, we granted Mr. Eilam a performance-based stock option to purchase 1,000,000 shares of common stock at an exercise price of $0.23. Assuming$0.169. The options under this grant shall vest upon the earlier to occur of (a) the seventh (7th) anniversary the date of grant or such other earlier date as the Board of Directors may determine in its sole discretion from time to time (i.e., the Board may accelerate some or all of such Options, on one or more occasions, up to the maximum number of Options), at any time and for any reason the Board deems appropriate based on its evaluation of Mr. Eilam’s performance, criteria are met,the Company performance or other factors the Board deems appropriate. The amount listed in the Option Awards column reflects the fair value of the option will vest in three annual installmentsaward as of the end of each fiscal year, commencing December 31, 2012. Mr. Eilam met his performance criteria for the year ended December 31, 2012, which included establishing an operations base for usgrant date in the Silicon Valley area, including the recruiting, hiring and retention of software engineering team in a timely manner, and to deliver an alternative product to our existing GO-Global family on time, on specification and within budget. The key performance criteria for future years are based on establishing and executing on business plans approved by our board.accordance with FASB ASC Topic 718. The valuation assumptions used in calculating this amount are set forth in Note 12 to our consolidated financial statements in our 20122014 Form 10-K filed with the Commission on April 1, 2013.March 31, 2015.(8)2012each of 2013 and $111 in 2011,2014, and our contribution to the 401(k) plan ($2,000 in 2012)each of 2013 and relocation expenses ($26,855) from Israel to California in 2011.2014).(9)September 8, 2011, we grantedMay 15, 2014, Mr. Eilam options to purchaseCasabonne was awarded 1,000,000 shares of commonrestricted stock at an exercise pricewith a fair market value of $0.28$0.166 per share. The valuation assumptions used in calculating this amount are set forth in Note 1 to our consolidated financial statements in our 2012 Form 10-K filed with the Commission on April 1, 2013.(10)Mr. Berlin was appointed Chief Operating Officer as of August 15, 2012, prior to which he served as our Vice President of Product Management and Marketing since he joined our company in February 2012.(11)On February 1, 2012, we granted Mr. Berlin an option to purchase 350,000 shares of common stock at an exercise price of $0.21 per share. The valuation assumptions used in calculating this amount are set forth in Note 1 to our consolidated financial statements in our 2012 Form 10-K filed with the Commission on April 1, 2013.(12)222)840 in 2014), and our contribution to the 401(k) Planplan ($2,000).(13)Mr. Dixon was appointed Interim Chief Financial Officer on May 14, 2012, prior to which he served as our Controller since March 2000.(14)Represents group life insurance premiums.(15)2,377240 in 20122013 and $6,238$60 in 2011);2014) and our contribution to the 401(k) Plan ($2,000 in each2013 and $1,890 in 2014).2011);Controller since March 2000. Mr. Dixon terminated his employment with the Company on August 5, 2014. As a condition of Mr. Dixon’s termination, the Company agreed to extend the exercise date for his vested stock options until May 29, 2015.payment of commuting expensescontribution to the 401(k) plan ($5,8411,250 in 2012 and $12,250 in 2011)2013).Messrs.Berlin, each of whom we employcontinues to be employed on an at-will basis arepursuant to the employment agreement approved by the Board of Directors and Compensation Committee on August 21, 2013. Under the employment agreement, Mr. Eilam will receive an annual base salary of $275,000 and will be eligible for an annual performance-based bonus in the discretion of the Company’s Compensation Committee. For fiscal year 2014, Mr. Eilam earned a performance-based annual bonus of $75,000 which was subject to the discretion of our Board and its Compensation Committee based on aMr. Eilam’s overall performance during 2014. For 2013, Mr. Eilam’s bonus target of 30% of base annual salary. The bonuses arewas subject to the successful attainment of three milestones, with one-third of the bonus awarded for each milestone achieved. For 2013, theThe milestones arewere related to the product releases of our hopTo product, user base size of hopTo and modified EBITDA. TheAt the discretion of our Board and its Compensation Committee, the actual bonus, if any, may be increased or decreased at the discretion of our Board and its Compensation Committee based on over or under achievement of the applicable milestone.14 Outstanding Equity Awards at December 31, 2012 Option Awards Name Number of securities underlying unexercised options exercisable Eldad Eilam (1) 1,000,000 (2 ) — $ 0.280 09/08/21 Chief Executive Officer and President 333,333 (3 ) 666,667 $ 0.230 02/22/22 Christoph Berlin (1) 350,000 (2 ) — $ 0.210 02/01/22 Chief Operating Officer Robert Dixon (1) 25,000 (2 ) — $ 0.210 01/26/16 Interim Chief Financial Officer 25,000 (2 ) — $ 0.165 01/15/17 25,000 (2 ) — $ 0.050 01/02/19 25,000 (2 ) — $ 0.060 01/11/20 40,000 (2 ) — $ 0.050 01/11/21 300,000 (2 ) — $ 0.230 10/05/21 145,000 (2 ) — $ 0.202 10/12/21 Robert Dilworth (1) 40,000 (4 ) — $ 0.180 05/05/13 Former Chief Executive Officer 125,000 (4 ) — $ 0.210 10/21/14 125,000 (4 ) — $ 0.165 10/21/14 125,000 (4 ) — $ 0.050 10/21/14 187,500 (4 ) — $ 0.180 10/21/14 725,000 (4 ) — $ 0.202 10/21/14 672,500 (4 ) — $ 0.230 10/21/14 500,000 (5 ) — $ 0.230 10/21/14 (1) Messrs. Eilam, Berlin and Dixon were appointed Chief Executive Officer and President, Chief Operating Officer, and Interim Chief Financial Officer on August 15, 2012, August 15, 2012, and May 14, 2012, respectively. Mr. Dilworth resigned as our Chief Executive Officer on April 12, 2012.(2) All the options identified in this footnote were immediately exercisable upon grant and vest in thirty-three equal monthly installments, beginning in the fourth month after their respective grant date. For Mr. Eilam, the option identified by this footnote will be fully vested on September 8, 2014. For Mr. Berlin, the option identified by this footnote will be fully vested on February 1, 2015. For Mr. Dixon, the options identified by this footnote were, or will become, fully vested on the following dates: January 26, 2009, January 15, 2010, January 2, 2012, January 11, 2013, January 11, 2014, October 5, 2014 and October 12, 2013. If Messrs. Eilam, Berlin or Dixon's employment ceases prior to full vesting of the options, we have the right to repurchase any shares issued upon exercise of options not vested.(3) On February 22, 2012, Mr. Eilam was granted a performance-based incentive option, which vests in three equal increments at the end of each fiscal year subsequent to its grant date, assuming that the performance-based goals have been met. As of December 31, 2012, such goals for 2012, which included establishing an operational base in the Silicon Valley area and delivering an alternative product to our existing GO-Global product family, were met. Thus, one-third of the award was vested.15(4) Under the terms of the separation agreement we entered into with Mr. Dilworth on April 12, 2012, all options in this footnote became fully vested as of the date of the separation agreement.(5) Under the terms of the separation agreement we entered into with Mr. Dilworth on April 12, 2012, on such date we granted Mr. Dilworth an option to purchase 500,000 shares of common stock at an exercise price of $0.23 per share. The option so granted vests and becomes exercisable at a rate of 12.5% on the first day of each calendar quarter subsequent to April 12, 2012 and expires on October 21, 2014.Outstanding Equity Awards at December 31, 2012 Stock Awards Name Eldad Eilam (1) 1,551,516 $ 574,061 Chief Executive Officer and President Christoph Berlin (1) 1,696,667 $ 627,767 Chief Operating Officer Robert Dixon (1) 401,940 $ 148,718 Interim Chief Financial Officer (1) Messrs. Eilam, Berlin and Dixon were appointed Chief Executive Officer and President, Chief Operating Officer and Interim Chief Financial Officer on August 15, 2012, August 15, 2012, and May 14, 2012, respectively.(2) All awards identified in this footnote were granted on August 15, 2012 and vest in thirty-three equal monthly installments, beginning on December 15, 2012.(3) The fair market value of our stock on December 31, 2012 was $0.37 per share. 387,900 $ 54,306 878,791 123,031 - $ - - $ - 20122014 and 2011,2013, our non-employee directors were eligible to be compensated at the rate of $1,000 for attendance at each meeting of our Board, $500 if their attendance was via telephone, $500 for attendance at each meeting of a Board committee, and a $1,500 quarterly retainer. Additionally, non-employee directors are granted stock options periodically, typically on a yearly basis.Director Compensation Name Year Fees Earned or Paid in Cash All Other Compensation Total Steven Ledger 2012 $ 3,500 $ 97,775 $ — $ 101,275 Sam Auriemma 2012 6,500 93,794 — 100,294 Michael Brochu 2012 8,500 106,054 — 114,554 John Cronin 2012 16,000 97,775 — 113,775 August Klein 2012 17,500 — — 17,500 Gordon Watson (2) 2012 18,500 — — 18,500 $ 13,500 $ 31,910 $ — $ 45,410 $ 11,500 $ 31,910 $ — $ 43,410 $ 9,500 $ 34,400 $ — $ 43,900 13,000 6,300 19,300 $ 2,500 $ 73,000 $ — $ 75,500 $ 1,000 $ — $ — $ 1,000 (1)20122014 calculated in accordance with FASB ASC Topic 718. The valuation assumptions used in calculating these amounts are set forth in Note 12 to our consolidated financial statements in our 20122014 Form 10-K filed with the Commission on April 1, 2013. The numberMarch 31, 2015optionsthe shares previously granted for each director is set forth below.to Mr. Cronin in December 2012 were repriced from $0.37 to $0.16.16·April 17, 2012,December 18, 2013, we granted to Mr. BrochuVerba options to purchase 700,000 shares of common stock at an exercise price of $0.17$0.365 per share.·On July 19, 2012, we All of the options granted to Mr. Auriemma optionsVerba in 2013 were immediately exercisable upon their grant date and vest in thirty-three equal monthly installments, beginning in the fourth month after their grant date. In November 2014, these shares were repriced from $0.365 to purchase 700,000 shares of common stock at an exercise price of $0.15$0.1213 per share.·On December 20, 2012, weeach of Messrs. LedgerMr. Munshi in 2014 were immediately exercisable upon their grant date and Cronin options to purchase 300,000 shares of common stock at an exercise price of $0.37 per share.vest in thirty-three equal month installments, beginning in the fourth month after their grant date.(2)29, 2013,17, 2014, Mr. WatsonLedger resigned from our Board of Directors and on such date we entered into an exclusive consulting agreement with Mr. WatsonLedger to provide consulting services to our Board of Directors.Board. See “Proposal 1 Election of Directors–“Corporate Governance–Related-Party Transactions–Gordon Watson”Steven Ledger” for a summary of such agreement.All of the options granted to Messrs. Brochu, Auriemma, Ledger and Cronin in 2012 were immediately exercisable upon their grant date and vest in thirty-three equal monthly installments, beginning in the fourth month after their grant date.172012,2014, the Compensation Committee was comprised of Gordon Watson (Chairman), Michael A. Brochu and John Cronin, each of whom is a non-employee director.·GraphOn Corporation (the “Company”)the Company and the reliability of its consolidated financial statements;··Board of Directors.Board. The Company has made the Audit Committee charter available on its website at www.GraphOn.com under the heading “Audit Committee Charter” found under “About GraphOn - Corp. Governance.”5four meetings during 2012.2014. The meetings were designed, among other things, to facilitate and encourage communication among us, management, the internal accountants and the Company’s independent registered public accounting firm for fiscal year 2012,2014, Macias Gini & O’Connell LLP (“MGO”). We discussed with MGO the overall scope and plans for their audit. We also met with MGO, with and without management present, to discuss the results of their audit and quarterly reviews and the Company’s internal controls. We reviewed and discussed the audited consolidated financial statements for the fiscal year ended December 31, 20122014 with management and MGO.61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380)16,Communications with Audit Committees(AS 16), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.Board.1820122013 be included in the Company’s annual report on Form 10-K for filing with the Securities and Exchange Commission.2012 were2014 include Sam Auriemma, August P. KleinJeremy E. Verba and Steven Ledger. Mr. Auriemma joined the Audit Committee on August 15, 2012, Mr. Ledger joined the Audit Committee on August 6, 2011, and Mr. Klein joined the Audit Committee prior to January 1, 2011.AprilAugust [__], 2013 2015August P. KleinSteven Ledger19PRINCIPAL STOCKHOLDERScertain information, as of April 1, 2013, with respect to the beneficial ownership of shares of our common stock held by:as of our Record Date of August 19, 2015, by (i) each director;of our directors and nominees; (ii) each person known by us to beneficially own 5% or more of our common stock;stock (based upon review of the most recent Schedule 13D and 13G filings as of August 19, 2015); (iii) each executive officer named in the summary compensation table; and (iv) all directors and executive officers as a group. Unless otherwise indicated, the address for each of the following stockholders is c/o GraphOn Corporation, 1901hopTo Inc., 1919 S. Bascom Avenue, Suite 660,600, Campbell, CA 95008.Name and Address Number of Shares of Common Stock Beneficially Owned (1)(2) Eldad Eilam (3) 4,000,000 4.5 Christoph Berlin (4) 2,100,000 2.4 Robert L. Dixon (5) 977,288 1.1 Sam M. Auriemma (6) 700,000 0.8 Michael A. Brochu (7) 700,000 0.8 John Cronin (8) 700,000 0.8 August P. Klein (9) 885,760 1.0 Steven Ledger (10) 2,575,000 2.9 All current executive officers and directors as a group (8 persons)(11) 12,638,048 13.3 6,080,278 6.9 8,766,900 9.7 8,490,000 9.4 7,920,000 8.8 (1)April 1, 2013August 19, 2015 are deemed outstanding for computing the percentage of the person holding such options, but are not deemed outstanding for computing the percentage of any other person.(2)87,546,373148,176,045 shares of common stock outstanding as of April 1, 2013.August 19, 2015.(3)2,000,000the following shares of common stock issuable upon the exercise of outstanding options.(4)Includes 350,000 shares of common stock issuable upon the exercise of outstanding options.(5)Includes 585,000 shares of commonoptions: 1,666,667 options earned by Mr. Eilam pursuant to a performance based incentive option grant; 933,000 stock issuable upon the exercise of outstanding options.20(6)Includes 700,000 shares of common stock issuable upon the exercise of outstanding options.(7)Includes 700,000 shares of common stock issuable upon the exercise of outstanding options.(8)Includes 700,000 shares of common stock issuable upon the exercise of outstanding options.(9)Includes 775,000 shares of common stock issuable upon the exercise of outstanding options.(10)Includes 700,000 shares of common stock issuable upon the exercise of outstanding options. Also includes 1,250,000 shares of common stock and 625,000 shares of common stock issuable upon the exercise of outstanding warrantsoptions held by Tamalpais Master Fund Ltd.each of Messrs. Auriemma, Brochu, and Cronin; 700,000 stock options held by each of Messrs. Verba and Munshi; and 868,669 stock options held by Mr. Ledger has soleCasabonne.with respect toover these shares by virtue of being the shares held by Tamalpais Master Fund Ltd.(11)Includes 6,510,000controlling principles of JMI Holdings, LLC. JMI Holdings LLC owns 12,622,409 shares of our common stock issuable upon the exercise of outstanding options and 625,000holds warrants to purchase 1,666,667 shares of our common stock.issuable upon the exerciseand holds warrants to purchase 190,000 shares of outstanding warrants.our common stock. Tech Fund II owns 12,300,925 shares of our common stock and holds warrants to purchase 1,185,000 shares of our common stock.(12)AIGH Investment Partners, LLCDavid Wilmerding on March 3, 2008,February 9, 2015, and information known to us, AIGH has shared voting and dispositive power with respect to 6,080,278 shares of common stock. Orin Hirschman is the managing member of AIGH Investment Partners, LLC.(13)Based on information contained in a Schedule 13G filed by Austin Marxe and David Greenhouse on February 13, 2013, such stockholders have shared voting and dispositive power over shares of common stock held by Special Situations Technology Fund, L.P. and Special Situations Technology Fund II, L.P. Includes 2,750,000 shares of common stock issuable upon the exercise of outstanding warrants.(14)Based on information contained in a Schedule 13G filed by David R. Wilmerding, III on January 18, 2013, Mr. Wilmerding has sole voting and dispositive power with respect to these shares. Includes 2,500,00012,571,074 shares of our common stock issuable upon the exerciseand warrants to purchase 1,500,000 shares of outstanding warrants.(15)13G13G/A filed by Jon C. Baker on January 18, 2013,February 9, 2015, and information known to us, Mr. Baker has sole voting and dispositive power with respect to these shares. Includes 2,500,00011,662,995 shares of our common stock issuable uponand warrants to purchase 1,250,000 shares of our common stock.exerciseForm 13HR filed by their firm on February12, 2015, and information known to us, Neal Goldman has sole voting and dispositive power with respect to 8,287,087 shares of outstandingour common stock and warrants. to purchase 1,916,667 shares of our common stock held by Goldman Partners, L.P. (“Goldman Partners”), by virtue of being the general partner of Goldman Partners, and the president of Goldman Capital Management, Inc., which acts as investment advisor to Goldman Partners.Basedoura review of the copies of such reports filed with the SEC and submitted to us and on written representations by certain of our directors and executive officers, and beneficial owners of more than 10% of our common stock, we believe that all required reports were filedof our directors and executive officers complied on a timely basis during 2012, except that: Eldad Eilam, Christoph Berlin and Robert Dixon eachthe fiscal year ended December 31, 2014 with the reporting requirements of Section 16(a) of the Exchange Act:aone late Form 4 on September 4, 2012November 24, 2014 reporting a transaction on August 15, 2012. Christoph Berlin,November 19, 2014; andaone late Form 3 reporting a transaction4 on August 15, 2012 on August 29, 2012. Robert Dixon filed a Form 3May 18, 2014 reporting a transaction on May 14, 2014, and one late Form 4 2012 on July 3, 2012. Sam Auriemma filed a Form 329, 2015 reporting a transaction onlate transactions from September 15, 2014 through July 19, 2012 on August 2, 2012 and filed a Form 4 reporting a transaction on July 19, 2012 on August 2, 2012. Michael Brochu filed a Form 3 reporting a transaction on April 17, 2012 on April 23, 2012 and filed a Form 4 reporting a transaction on April 17, 2012 on April 23, 2012.15, 2015 related to routine stock forfeitures to cover tax liabilities.21IICHANGING THE COMPANY NAME TO HOPTO INC.Our Board has unanimously approved and recommended to our stockholders an amendment to our amended and restated certificate of incorporation, as amended (“Certificate of Incorporation”), to change the Company’s name to hopTo Inc., subject to stockholder approval at the Annual Meeting. The Board believes it is in the best interests of the Company and its stockholders to change its corporate name to “hopTo Inc.” in order to more closely identify the Company with our “hopTo” brand of product offerings. We believe the name change will more clearly communicate our business to our customers, vendors and other business partners, and to investors.If this Proposal II is approved, our Board may (but is not required to) effect the change in the Company’s name without further stockholder approval. Even if this Proposal II is approved, our Board may decide not to effect the name change at all if it determines that the name change is not an effective course of action to achieve corporate objectives. In the event the stockholders approve this Proposal II and the Board decides to proceed with the name change, the new name will become effective upon the filing of an amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware. Changing the corporate name will be accomplished by amending Article I of our Certificate of Incorporation to read as follows:“ARTICLE I.The name of this corporation is hopTo Inc. (the “Corporation).”Changing the corporate name will not affect the validity or transferability of stock certificates presently outstanding, and the Company’s stockholders will not be required to exchange any certificates presently held by them.Vote RequiredThis Proposal II requires the affirmative vote of a majority of the outstanding shares of our common stock. Stockholders may vote “for” or “against” the proposal, or they may abstain from voting on the proposal. Abstentions and broker non-votes will have the same effect as vote “against” this Proposal II. The proxy holders will vote your shares in accordance with your instructions. If you have not given specific instructions to the contrary, your shares will be voted “FOR” the approval of this Proposal II.Our Board will have sole discretion as to the exact timing of implementing the change in the Company’s name. Our Board may also determine that the name change is no longer in the best interests of the Company and its stockholders and decide to abandon the name change, at any time before, during or after the meeting and prior to its effectiveness, without further action by the stockholders.Board RecommendationOur Board Recommends a Vote “FOR” Amendment of our Amended and Restated Certificate of Incorporation, as Amended, to Change the Company’s name to hopTo Inc. as Described in this Proposal II.22PROPOSAL IIInot less than one-for-twoone-for-fifteen (1:2) and not greater than one-for-ten (1:10), with the exact ratio to be set as a whole number within this range determined by our Board and a related reduction in the authorized number of shares of our common stock based on one-half of the reverse stock split ratio set by the Board (except in the case of a one-for-two ratio in which case no adjustment to the number of authorized shares of Common Stock will be made) (collectively, the15) (the “Reverse Stock Split”). If this Proposal III2 is approved, our Board may (but is not required to)intends to effect the Reverse Stock Split within one year of the date ofpromptly after the Annual Meeting without further stockholder approval. Even if this Proposal III2 is approved, our Board may decide not to effect the Reverse Stock Split at all if it determines that the Reverse Stock Split is not an effective course of action to achieve corporate objectives.increasingcomplying with the Purchase Agreement. In addition, the Reverse Stock Split is expected to increase the market price of our common stock, towhich would enhance our ability to meet the initial listing requirements of the NASDAQ Stock Market or NYSE MKT and to make our common stock more attractive to a broader range of institutional and other investors. The Board also considered the need to adjust the number of authorized shares of our Common Stockcommon stock and determined that an adjustment to the authorized number of shares of our Common Stockcommon stock be made based on one-half of the reverse stock splitReverse Stock Split ratio set by the Board with no adjustment made if the reverse stock ratio set by the Board is one-for-two.. We believe that effecting the Reverse Stock Split is in our and our stockholders'stockholders’ best interests.MKTMKT. The NASDAQ Stock Market requires, among other items, an initial bid price of least $4.00 per share or if certain financial and governance standards are achieved, a closing price on the OTC Bulletin BoardMarkets QB (or higher) tier of $3.00 (or $2.00 depending on the applicable listing standard) for five consecutive days and following initial listing, maintenance of a continued price of at least $1.00 per share. The NYSE MKT requires an initial listing bid price of $3.00 (or $2.00 depending on the applicable listing standard). Reducing the number of outstanding shares of our common stock should, absent other factors, increase the per share market price of our common stock, although we cannot provide any assurance that our minimum bid price would remain following the Reverse Stock Split over the minimum bid price requirement of any such stock exchange.brokers'brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of common stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher. We believe that the Reverse Stock Split will make our common stock a more attractive and cost effective investment for many investors, which will enhance the liquidity of the holders of our common stock.In order to provide maximum flexibility, wea rangean exchange ratio of exchange ratios of not less than one-for-twoone-for-fifteen (1:2) and not greater than one-for-ten (1:10)15). The need for the broad range is due to the volatility of the stock price which ranged from a high of $0.80 to a low of $0.11 during the twelve months prior to April 3, 2013.23We believe that enabling ourOur Board to set thehas selected this ratio within the stated range will provide us with the flexibility to implement the Reverse Stock Split in a manner designed to maximizeintent of maximizing the anticipated benefits for our stockholders. In determining whether to implement the Reverse Stock Split and selecting the exchange ratio, our Board will considerconsidered factors such as:●The initial listing standards of NASDAQ Stock Market or NYSE MKT;●The historical trading price and trading volume of our common stock;●The then prevailing trading price and trading volume for our common stock;●The anticipated impact of the Reverse Stock Split on the trading price of and market for our common stock; and●Prevailing general market and economic conditions.Our Board will have sole discretion as to the exact timing and precise exchange ratio of the Reverse Stock Split within the range of ratios specified in this Proposal III for one year following the date of the Annual Meeting. stockholders.Depending on the ratio for thedetermined by our Board, a minimum of two and a maximum of ten shares of existing common stock will be combined into one new share of common stock. In addition,have no effect on the authorized number of shares of our common stock will be reduced based on one-half of the reverse stock split ratio set by the Board to the extent set forth in the table below. For example, if the Board determines to set the ratio to combine six shares of existing common stock into one new share of common stock, the authorized number of shares of common stock will be amended to be one-third of the existing number of authorized shares (i.e., one-half of the adjustment to the outstanding shares in the reverse stock split). No change will be made to the number of authorized shares of common stock if the reverse stock split ratio is set by the Board at two shares combined into one share.stock.24April 1, 2013,August 19, 2015, the number of authorized shares of common stock and the approximate number of outstanding shares of common stock (excluding Treasury shares) that would result from the listed hypothetical reverse stock split ratiosselected Reverse Stock Split ratio (without giving effect to the treatment of fractional shares) based on the 87,546,373148,176,045 shares of common stock issued and outstanding as of such date and the 195,000,000 shares of common stock currently authorized:1-for-2 43,773,187 195,000,000 1-for-3 29,182,124 130,000,000 1-for-4 21,886,593 97,500,000 1-for-5 17,509,275 78,000,000 1-for-6 14,591,062 65,000,000 1-for-7 12,506,625 55,714,286 1-for-8 10,943,297 48,750,000 1-for-9 9,727,375 43,333,333 1-for-10 8,754,637 39,000,000 The actual number of shares authorized and outstanding after giving effect to the Reverse Stock Split, if implemented, will depend on the Reverse Stock Split ratio that is ultimately determined by our Board.
Shares of Common Stock Following
the Reverse Stock Splitcapital stock being reduced based on the equivalent of one-half of the Reverse Stock Split ratio determined by the Board other than in the case of a one-for-two reverse split in which case no change will be made to the number of authorized shares ofour common stock. Therefore, because the number of authorized shares will not be reduced, by the same equivalent proportion as the number of outstanding shares of Common Stock, the Reverse Stock Split will have the effect of an increase in the number of authorized but unissued shares of common stock.stock by approximately 15 times. Authorized but unissued shares of our common stock and preferred stock are available for future issuance as may be determined by our Board without further action by our stockholders, unless stockholder approval is required by applicable law or securities exchange listing requirements in connection with a particular transaction. These additional shares may be issued in the future for a variety of corporate purposes including, but not limited to, raising additional capital, corporate acquisitions and equity incentive plans. Except for a stock split or stock dividend, future issuances of common shares will dilute the voting power and ownership of our existing stockholders and, depending on the amount of consideration received in connection with the issuance, could also reduce stockholders’ equity on a per share basis.of Directors or contemplating a tender offer or other transaction involving the Company with another company). This Proposal III2 is not being made in response to any effort of which theour Board of Directors is aware to accumulate shares of our common stock or obtain control of the Company nor does the Company currently have any plans, proposals or arrangements to issue for any purpose, including future acquisitions or financings, any of the newly available authorized shares of common stock resulting from a change in the authorized shares.25The exact timing of the filing of the certificate of amendment that willWe intend to effect the Reverse Stock Split will be determined by our Board based on its evaluation as to when such action will be the most advantageous to us and our stockholders.promptly after receiving stockholder approval. In addition, our Board reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to elect not to proceed with the Reverse Stock Split if, at any time prior to filing the amendment to our Certificate of Incorporation, our Board, in its sole discretion, determines that it is no longer in our best interest and the best interests of our stockholders to proceed with the Reverse Stock Split. IfSplit, or if there is a certificate of amendment effectinglegal or regulatory impediment, subject to our obligations under the Reverse Stock Split has not been filed with the Secretary of State of the State of Delaware by the close of business on the first anniversary of the Annual Meeting, our Board will abandon the Reverse Stock Split.“Book-Entry”“Book-Entry” Holders of Common Stock (i.e., stockholders that are registered on the transfer agent’s books and records but do not hold stock certificates)26●If a stockholder’s shares are held in street name, payment for the fractional shares will be deposited directly into the stockholder’s account with the organization holding the stockholder’s shares.●If the stockholder’s shares are registered directly in the stockholder’s name, payment for the fractional shares will be made by check, sent to the stockholder directly from our transfer agent upon receipt of the properly completed and executed transmittal letter and original stock certificates.●The amount of cash to be paid for fractional shares will be equal to the product obtained by multiplying:●The average closing price of our common stock as reported by the OTC Bulletin Board for the five trading days immediately preceding the date of the Reverse Stock Split, or if our common stock is not at such time traded on the OTC Bulletin Board, then as reported on the primary trading market for our common stock;●The amount of the fractional share.reverse stock splitReverse Stock Split ratio, determined by our Board, proportionate adjustments are generally required to be made to the per share exercise price and the number of shares issuable upon the exercise or conversion of all outstanding options, warrants, convertible or exchangeable securities entitling the holders to purchase, exchange for, or convert into, shares of common stock. This would result in approximately the same aggregate price being required to be paid under such options, warrants, convertible or exchangeable securities upon exercise, and approximately the same value of shares of common stock being delivered upon such exercise, exchange or conversion, immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split. The number of shares deliverable upon settlement or vesting of restricted stock awards will be similarly adjusted, subject to our treatment of fractional shares. The number of shares reserved for issuance pursuant to these securities will be proportionately based upon the reverse stock splitReverse Stock Split ratio, determined by the Board, subject to our treatment of fractional shares.2728III2 requires the affirmative vote of a majority of the outstanding shares of our common stock.stock outstanding on August 19, 2015. Stockholders may vote “for” or “against” the proposal, or they may abstain from voting on the proposal. Abstentions and broker non-votes will have the same effect as vote “against” this Proposal III.2. The proxy holders will vote your shares in accordance with your instructions. If you have not given specific instructions to the contrary, your shares will be voted “FOR” the approval of this Proposal III.III.2.29IVitsour named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the compensation tables and narrative discussion). This vote is not intended to address any specific item of compensation or the compensation of any particular officer, but rather to provide stockholders with an opportunity to make an advisory vote with respect to the overall compensation of our named executive officers and our compensation practices."Say-On-Pay"“Say-On-Pay” proposal permits stockholders to endorse or not endorse our executive compensation through the following resolution:RESOLVED,Resolved, that the stockholders approve, on an advisory basis, the compensation paid to the Company'sCompany’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the compensation tables and narrative discussion).”The frequency of future say-on-pay advisory votes shall be determined by the Board. Proposal V, below, is a non-binding Say-On-Pay frequency advisory vote of the stockholders which the Board will take into consideration in determining when the next Say-On-Pay advisory vote should be brought before the stockholders.IV.3.30VADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATIONAt the Annual Meeting, the stockholders will vote on a non-binding, advisory proposal regarding the frequency of future advisory stockholder votes on executive compensation as discussed in Proposal IV in this proxy statement. Stockholders will have the opportunity to cast an advisory vote on whether the stockholder vote on executive compensation should occur every one, two or three years. Stockholders may also abstain from voting on the matter.Because your vote is advisory, it will not be binding upon the Company or the Board. However, the Board will take into account the outcome of the vote when considering the frequency of the advisory stockholder vote on executive compensation. Your advisory vote will not be construed (i) as overruling a decision by the Company or the Board, (ii) to create or imply any change to the fiduciary duties of the Company or the Board, (iii) to create or imply any additional fiduciary duties for the Company or the Board, or (iv) to restrict or limit the ability of stockholders to make proposals for inclusion in proxy materials related to executive compensation.The Board believes that a non-binding stockholder vote on executive compensation should occur every year to provide the stockholders with an opportunity to annually express their views on the Company’s executive compensation. The results of such vote would then be considered by our Compensation Committee in connection with the subsequent review of executive compensation. Accordingly, the Board recommends voting for an advisory stockholder vote on executive compensation to be held annually and therefore recommends voting for the “one year” alternative.We emphasize, however, that you are not voting to approve or disapprove the Board’s recommendation. Instead, your proxy card provides you with four options regarding this non-binding, advisory proposal. You may cast an advisory vote for the stockholder vote on executive compensation to occur every year, every two years, every three years, or you may abstain from voting on the matter.Board RecommendationOur Board Recommends a Vote under this Proposal V for an Advisory Vote Every ONE Year.31PROPOSAL VISELECTIONAPPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMaudit committeeAudit Committee has appointed Macias Gini & O’Connell LLP to audit our accounts for the fiscal year ending December 31, 2013.2015. Such firm, which has served as our independent registered public accounting firm since February 9, 2005, has reported to us that none of its members has any direct financial interest or material indirect financial interest in our company.audit committee’sAudit Committee’s appointment of Macias Gini & O’Connell LLP as our independent registered public accounting firm. Although stockholder ratification of the audit committee’sAudit Committee’s action in this respect is not required, our Board of Directors considers it desirable for stockholders to pass upon such appointment.20122014 and 20112013 were as follows:Category 2012 2011 Audit fees $ 150,100 $ 160,400 Audit – related fees — — Tax fees 15,000 15,000 All Other fees — — Totals $ 165,100 $ 175,400 $ 154,700 $ 177,400 — 11,900 15,000 15,000 — — $ 169,700 $ 204,300 audit committeeAudit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax services and other services performed by our independent registered public accounting firm. The policy provides for pre-approval by the audit committeeAudit Committee of specifically defined audit and non-audit services. Unless the specific service has been previously pre-approved with respect to that fiscal year, the audit committeeAudit Committee must approve the permitted service before the independent registered public accounting firm is engaged to perform it.selectionappointment of Macias Gini & O’Connell LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013.2015.32 of Directors knows of no other matters to be brought before the Annual Meeting. However, if other matters should properly come before the meeting, it is the intention of each person named in the proxy to vote in accordance with his judgment on such matters.GraphOnhopTo stockholders will be “householding” our proxy materials. A single proxy statement and annual report will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement and annual report, please notify your broker, direct your written request to Robert Dixon,Jean-Louis Casabonne, our Secretary, at our address or contact Robert DixonJean-Louis Casabonne at (800) 472-7466.2014Stockholders are entitledsubmit proposals on matters appropriate for stockholder action consistent with regulationsRule 14a-8 of the SEC. In order for stockholderSEC, proposals by eligible stockholders that are intended to be presented at our 2016 annual meeting of stockholders must be received by our corporate Secretary at hopTo Inc., 1919 S. Bascom Avenue, Suite 600, Campbell, CA 95008 not later than a reasonable time before we print and send our proxy materials for the 2014 Annual Meeting of Stockholders2016 annual meeting in order to be eligibleconsidered for inclusion in our proxy statement,materials. We will consider a reasonable time to be the same deadline had we maintained our Secretary must receive them at our principal offices not later thanregularly scheduled annual meetings, which is January [__], 2014.31, 2016. Such proposals should be submitted, in writing, to GraphOn Corporation,hopTo Inc., Attn: Robert Dixon,Jean-Louis Casabonne, Secretary, 19011919 S. Bascom Avenue, Suite 660,600, Campbell, CA 95008.2012.2014. Such annual report includes our audited consolidated financial statements for the two fiscal years ended December 31, 2012.2014. No part of such annual report shall be regarded as proxy-soliciting material or as a communication by means of which any solicitation is being or is to be made./s/ Eldad EilamCampbell, CaliforniaApril [__], 201333
OF
CERTIFICATE OF INCORPORATIONGRAPHON CORPORATIONGraphon Corporation,"Company"“Company”), hereby certifies as follows: the first paragraph of Article IV of the Amended and Restated Certificate of Incorporation of the Company is hereby amended and restated in its entirety and a new second paragraph is added to such Article IV, each as set forth below:"[*]1200,000,000 shares of which [*]195,000,000 shares are designated common stock, par value $0.0001 per share (the "Common Stock"“Common Stock”), and [*]5,000,000 shares are designated preferred stock, par value $0.01 per share (the "Preferred Stock"“Preferred Stock”).[*(*)]2fifteen (15) shares of the issued and outstanding shares of Common Stock of this corporation shall thereby and thereupon automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock of this corporation (the "Reverse“Reverse Stock Split"Split”). No scrip or fractional shares will be issued by reason of the Reverse Stock Split. In lieu thereof, cash shall be distributed to each stockholder of the Company who would otherwise have been entitled to receipt of a fractional share and the amount of cash to be distributed shall be based upon the average closing price of a share of Common Stock on the Over-the-Counter Bulletin BoardOTC Markets QB (or higher) tier or other primary trading market for the Common Stock for the five trading days immediately preceding the effective date of this Certificate of Amendment."[atat a meeting held on][by unanimous written consent dated] [*], 201_,on August 19, 2015, and by the affirmative vote of the holders of at least a majority of the outstanding shares of Common Stock of the Company entitled to vote thereon at the meeting of stockholders held on May 30, 2013.September 24, 2015. There are no other classes of stock outstanding entitled to vote on this amendment.1 GraphOn's charter currently reads 200,000,000 shares authorized: 195,000,000 shares of common, par value $0.0001, and 5,000,000 shares of preferred, par value $0.01. If the Reverse Split is effectuated, the authorized common shares will be adjusted by dividing 195,000,000 by one half the reverse split ratio number listed in brackets in the second paragraph of the amendment except that no change will be made to the number of authorized common shares if the reverse split ratio used is 1 for 2.2 To be determined by the board between 2 and 10 (i.e., a ratio of between 1 for 2 and 1 for 10).34Graphon CorporationBy:[name][title]
THE BOARD OF DIRECTORS OFGraphOn Corporation19011919 S. Bascom Avenue, Suite 660
Campbell, CA 95008MAY 30, 2013GraphOn CorporationhopTo, Inc., a Delaware corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated AprilAugust [__], 2013,2015, and hereby appoints Eldad Eilam and Robert Dixon,Jean-Louis Casabonne, or either of them, as proxy and attorney-in-fact, each with the power to appoint his substitute, on behalf and in the name of the undersigned and hereby authorizes each of them to represent the undersigned and vote, as designated on the reverse side hereof, all the shares of Common Stockcommon stock of GraphOn CorporationhopTo Inc. (the “Company”) held of record by the undersigned on April 1, 2013,August 19, 2015, at the Annual Meeting of the Stockholders to be held at 1919 S. Bascom Avenue, Suite 600, Campbell, California 95008, on May 30, 2013September 24, 2015 at 11:00 a.m. local time, or any adjournment thereof.II, FOR PROPOSAL III, FOR PROPOSAL IV, FOR THE “ONE YEAR” ALTERNATIVE WITH RESPECT TO PROPOSAL V AND FOR PROPOSAL VI.4. THIS PROXY ALSO CONFERS DISCRETIONARY AUTHORITY ON THE PROXIES TO VOTE AS TO ANY OTHER MATTER THAT MAY BE PROPERLY BROUGHT BEFORE THE ANNUAL MEETING OF WHICH THE BOARD OF DIRECTORS DID NOT HAVE TIMELY NOTICE.GraphOn CorporationMay 30, 2013
The Notice of Meeting, Proxy Statement and Proxy Card are available at
http://proxymaterials.graphon.com
in the envelope provided as soon as possible.
AND “FOR” PROPOSALS I, II, III, IV AND VI AND FOR THE “ONE YEAR” ALTERNATIVE IN PROPOSAL V.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
THIS PROXY IS VALID ONLY WHEN PROPERLY SIGNED AND DATED.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]I.III Directors.NOMINEES: Sam Auriemma and Michael Brochuo[ ]FOR ALL NOMINEES oAURIEMMACRONIN ONLYo [ ]FOR MR. BROCHUMUNSHI ONLYo[ ]WITHHOLD AUTHORITY FOR BOTH NOMINEESII.Approval of changing the Company’s name to “hopTo Inc.”oForoAgainstoAbstainIII.Approval ofand a reduction inwithout reducing the authorized number of shares of our common stock based on one-half of the reverse stock split ratio except in the case of a one-for-two reverse split ratio.stock. ooAgainstoAbstainIV.Advisory (non-binding) “Say-On-Pay” to approve the compensation of our named executive officers.officers ooAgainstoAbstainV.Advisory (non-binding) vote on the frequency of the advisory “Say-On-Pay” vote.oOne yearoTwo yearsoThree yearsoAbstainVI.selectionappointment of Macias Gini & O’Connell LLPoForas the Company’s independent registered public accounting firm for the fiscal oAgainstyear ending December 31, 2013.2015. oVII.transact such other business as may properly come before the meeting.Tochange the address on your account, please check here oright.Signature of Stockholder:Date:Signature of Stockholder:Date:Note: name or names appear on this Proxy.name(s) appear(s) hereon. When shares are held jointly, each holder shouldmust sign. When signing as executor, administrator, attorney trustee or guardian, please give full title as such. When signing for a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.