Historical Statement of

(in thousands)

Operations Information

Pro Forma

Selectica, Inc.

Iasta.com Inc.

Adjustments

Notes

Combined

ASSETS

Current assets

Cash and cash equivalents

Accounts receivable, net of allowance for doubtful accounts

Deferred Income Tax

Prepaid expenses and other current assets

Total current assets

Property and equipment, net

Capitalized software

Other assets

Goodwill

Intangibles, net of amortization

Total assets

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

Current liabilities

Credit facility

Accounts payable

Accrued payroll and related liabilities

Note payable to stockholder

Other accrued liabilities

Income Tax Payable

Deferred revenue

Total current liabilities

Long-term deferred revenue

Total liabilities

Commitments and contingencies

Preferred Stock

Stockholder's Equity:

Common stock

Additional paid-in capital

 (7),(9)

Foreign currency translation adjustment

Treasury stock at cost

Accumulated deficit

Total stockholders' equity

Total liabilities, redeemable convertible preferred stock and stockholders' equity

(1)

To reflect the use of the Company’s cash on hand to fund a portion of the acquisition and to eliminate cash at Iasta excluded from the Acquisition and 2) recognize additional borrowings of approximately $7.5M under Financing of Series E Preferred Stock to fund athe purchase

(2)

To record preliminary goodwill resulting from the Iasta Acquisition.

(3)

To record identifiable intangible assets related to the Iasta Acquisition. The identifiable intangible assets attributable to the Acquisition are comprised of the following:

Estimated Fair Value

Estimated Useful life (Years)

Estimated amortization expense

Customer Relationship

Developed Technology

Trademark

(4)

To reflect eepayment of Iasta short-term debt which occurred immediately prior to the closing of the Acquisition

(5)

To recognize as of July 2, 2014 known transaction costs incurred by the Company and Iasta related to the closing of theAcquisition. The transaction fees have not been included in the accompanying unaudited pro forma combined statement of operations due to their non-recurring nature.

(6)

In accordance with SFAS No. 52, Foreign Currency Translation, the functional currency of all the Company’s U.K. subsidiaries had historically been pounds sterling. The Company translated the assets and liabilities of its U.K. subsidiaries into U.S. dollars using period-end exchange rates and the revenues and expenses of these entities were translated using the average exchange rates for the reporting period.

(7)

On June 5, 2014, the Company entered into a Purchase Agreement with certain institutional funds and other accredited investors pursuant to which the Company agreed to sell, and the June 2014 Investors agreed to purchase, 124,890.5 shares of Series E Convertible Preferred Stock for $60 per whole share, with total proposed proceeds to the Company of approximately $7.5 million.

(8)

Deferred Revenue adjustemnt at the Acquisition date.

(9)

To eliminate Iasta’s historical equity balances as of July 2, 2014 and to record Issuance of Common Stock to Iasta's Founders at July 2, 2014 - 1,000,000 Common Stock, par value $0.0001 at $6.61

(10)

The preliminary purchase price is calculated as follows (dollars in thousands, except number of shares and per share amount):

Cash Paid

Common Stock Issued

SLTC Common Stock strike price

Total Stock value

Note Paid by Selectica

Total Purchase Price

Historical Statement of

Operations Information

Pro Forma

Selectica, Inc.

Iasta.com Inc.

Adjustments

Notes

Combined

Twelve Months Ended

Revenues:

March 31, 2014

December 31, 2013

Recurring revenues

Non-recurring revenues

Total revenues

Cost of revenues:

Cost of recurring revenues

Cost of non-recurring revenues

Total cost of revenues

Gross profit:

Recurring gross profit

Non-recurring gross profit

Total gross profit

Operating expenses:

Research and development

Sales and marketing

General and administrative

Restructuring costs

Total operating expenses

Loss from operations

Decrease in fair value of warrant liability

Other income (expense), net

Loss before provision for income taxes

Provision for Income Taxes

Net loss

Series C and D redeemable preferred stock accretion

Net loss attributable to common stockholders

Basic and diluted net loss per common share attributable to common stockholders

Weighted-average shares of common stock used in computing basic and diluted net loss per share attributable to common stockholders

(1)

To recognize amortization expense related to identified intangible assets recognized as part of the purchase price allocation

ASSETS

July 2, 2014

Current assets

Cash and cash equivalents

Accounts receivable

Prepaid expenses and other current assets

Total current assets

Property and equipment, net

Goodwill

Intangibles

Other assets

Total assets

LIABILITIES

Current liabilities

Notes Payable

Accounts payable

Acrrued expenses

Income Tax Payable

Deferred revenue

Total current liabilities

Total liabilities

Net Assets Acquired