Exhibit 10.1

AMENDMENT NO. 2 TO

THE PARK CITY GROUP, INC.

SECOND AMENDED AND RESTATED

2011 EMPLOYEE STOCK PURCHASE PLAN

WHEREAS, the Board of Directors and stockholders of Park City Group, Inc. (the “Company”) have adopted the Park City Group, Inc. Second Amended and Restated 2011 Employee Stock Purchase Plan (the “Plan”);

WHEREAS, pursuant to the terms and conditions of the Plan, a total of 300,000 shares of the common stock, par value $0.01 per share, of the Company (the “Common Stock”) have been reserved for issuance under the Plan;

WHEREAS, the Company desires to increase the number of shares issuable under the Plan by 35,000 shares to a total of 335,000 shares; and

WHEREAS, the Plan permits the Company’s Board of Directors to amend the Plan from time to time to increase the number of shares of Common Stock authorized for issuance under the Plan.

NOW, THEREFORE, the following amendments and modifications are hereby made a part of the Plan:

1.   The fourth paragraph of the Plan, appearing under the heading “Number of Shares Available for Issuance Under the Plan,” shall be, and hereby is, amended to increase the aggregate number of shares of Common Stock issuable thereunder to 335,000 and such section is thereby amended and restated to read in its entirety as follows:

“The total number of shares of Common Stock that may be issued under the terms of the Plan is 335,000 provided, however, this Plan may be amended by the Board of Directors to increase the number of shares of Common Stock available for issuance under the Plan.”

2.      In all other respects, the Plan, as amended, is hereby ratified and confirmed and shall remain in full force and effect.

IN WITNESS WHEREOF, the Company has executed this Amendment No. 2 to the Park City Group, Inc. Second Amended and Restated 2011 Employee Stock Purchase Plan as of March 17, 2021.

PARK CITY GROUP, INC.

By: /s/ Edward Clissold

Name:  Edward Clissold

Title: Vice President – General Counsel