On March 22, 2013, Park City Group, Inc. (the "Company") issued an additional 148,572 shares of the Company's common stock, par value $0.01, for $3.50 per share (the "Investor Shares"), and five year warrants ("Investor Warrant(s)") to purchase an aggregate total of 49,029 shares of Company common stock for $3.50 per share (the "Investor Warrant Shares"), to certain accredited investors (the "Investors"). The securities were offered and sold in connection with the private placement transaction (the "Private Offering") disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on March 15, 2013. The Investors also received piggyback registration rights related to the Investor Shares and Investor Warrant Shares.

As of March 22, 2013, the Company had issued an aggregate total of 756,858 shares of common stock, and warrants to purchase an aggregate total of 268,620 shares of common stock in connection with the Private Offering. Together with the 470,281 shares of common stock and warrants to purchase 155,190 shares of common stock issued to certain directors of the Company on March 14, 2013 and March 15, 2013 (the "Director Offering"), as reported in the Current Report on Form 8-K filed with the SEC on March 18, 2013, the Company has received gross proceeds of approximately $4.34 million. Proceeds from the Private Offering and Director Offering are anticipated to be used to finance the redemption of the Company's Series A Convertible Preferred Stock ("Series A Preferred") on April 15, 2013, as more particularly described in the Current Report on Form 8-K filed with the SEC on March 15, 2013.

The Investor Shares and Investor Warrants were offered and sold in transactions exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(2) thereof and Rule 506 of Regulation D thereunder. Each of the Investors represented that it was an "accredited investor" as defined in Regulation D.