X0306 4 2018-10-10 0 0000922521 FALCONSTOR SOFTWARE INC FALC 0001477025 ESW Capital, LLC 401 CONGRESS AVE., SUITE 2650 AUSTIN TX 78701 0 0 1 0 0001295389 LIEMANDT JOSEPH 401 CONGRESS AVE., SUITE 2650 AUSTIN TX 78701 0 0 1 0 Warrants 0.001 2018-10-10 4 P 0 122214132 A 2028-02-23 Common Stock 122214132 122214132 D Series A Convertible Preferred Stock 2018-10-10 4 P 0 224786 0.2711 A Common Stock 2708053 224786 D The warrants reported herein were issued by the Issuer to ESW Capital, LLC ("ESW") in connection with its purchase of 9,990,506 units (each, a "Unit") in a private placement ("Financing"). The warrants are exercisable at any time prior to the expiration date. The reported securities are included with 9,990,506 Units purchased by the reporting person for $0.371063 per Unit. Each Unit consists of (a) $0.10 in Issuer's senior secured debt, (b) warrants to purchase 12.233 shares of the Issuer's common stock, and (c) 0.0225 shares of the Company's Series A Convertible Preferred Stock at a per Unit price of $0.271063 (subject to certain adjustment). The reported securities are held directly by ESW. Joseph Liemandt is the sole voting member of ESW and may be deemed to have beneficial ownership, for purposes of Section 13(d) of the Securities Exchange Act of 1934, of the securities held by ESW. Mr. Liemandt disclaims Section 16 beneficial ownership of the securities held by ESW, except to the extent, if any, of his pecuniary interest therein. Each share of Series A Convertible Preferred Stock (the "Preferred Stock") of the Issuer has a stated value of $10 (the "Stated Value"). Each share of Preferred Stock is initially convertible into such number of shares of Common Stock determined by dividing the Stated Value by $1.02488, the initial conversion price of the Preferred Stock. The conversion price of the Preferred Stock is subject to adjustment from time to time in accordance with the terms of the Certificate of Designations of the Preferred Stock, including for accrued but unpaid dividends. The Preferred Stock is convertible at any time, at the holder's election, into common stock of the Issuer and has no expiration date. The Preferred Stock accrues dividends which may, under circumstances, be paid in shares of Common Stock. /s/ Andrew Price, Chief Financial Officer of ESW Capital, LLC 2018-10-12 /s/ Andrew Price, Attorney-in-Fact for Mr. Joseph Liemandt 2018-10-12