AMENDMENT NUMBER SEVEN
TO CREDIT AGREEMENT


This Amendment Number Seven
to Credit Agreement (“Agreement”) is entered
into as of April 30, 2015, by and among WELLS FARGO CAPITAL FINANCE, LLC., a Delaware limited liability company as agent for the Lenders set forth
in the signature pages of this Agreement and the Lenders (in such capacity,
“Agent”) on the one hand, and DAEGIS INC., a Delaware corporation (“Borrower”), on the other hand, in light of the following: 

A. Borrower, Agent and the
financial institutions party thereto (the “Lenders”) have previously entered into that certain Credit Agreement, dated as
of June 30, 2011 (as amended, restated, supplemented or otherwise modified from
time to time, the “Credit
Agreement”), pursuant to which
the Lenders have made certain loans and financial accommodations available to
Borrower. Capitalized terms used herein without definition shall have the
meanings ascribed thereto in the Credit Agreement. 

B. Borrower, Agent and
Lenders desire to amend the Credit Agreement as provided for and on the
conditions herein. 

NOW,
THEREFORE, the parties hereby
amend and supplement the Credit Agreement as follows: 

1. DEFINITIONS. All initially capitalized terms used in this
Amendment shall have the meanings given to them in the Credit Agreement unless
specifically defined herein. 

2. AMENDMENTS.


2.1 Section 2.1(a)(ii)(B) of the Credit Agreement is hereby amended by
deleting such section in its entirety and replacing it with the following:


(B) [Reserved]. 

2.2 Section 2.1(c) of the Credit Agreement is hereby amended by
deleting such section in its entirety and replacing it with the following:


(c) Anything to the
contrary in this Section
2.1 notwithstanding, Agent shall
have the right (but not the obligation) to establish reserves from time to time
against the Maximum Revolver Amount in an amount equal to the Bank Product
Reserve Amount. 

2.3 Section 2.4(e)(i) of the Credit Agreement is hereby amended by
deleting such section in its entirety and replacing it with the following:


(i) [Reserved]. 

2.4 Section 2.4(f)(i) of the Credit Agreement is hereby amended by
deleting such section in its entirety and replacing it with the following:


(i) [Reserved]. 

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2.5 Section 2.11(a) of the
Credit Agreement is hereby amended by deleting clause (i) immediately after the
“:” at the end of the first paragraph in its entirety and replacing such clause
with the following: 

(i) [Reserved]. 

2.6 Section 14.1(a)(xii) of the Credit Agreement is hereby amended by
deleting such section in its entirety and replacing it with the following:


(xii) amend, modify, or
eliminate the definitions of Maximum Revolver Amount or Term Loan A Amount or
Term Loan B Amount, or change Section 2.1(c). 

2.7 Section 7(a) of the Credit Agreement is hereby amended by
deleting such clause in its entirety and replacing it with the following:


(a) Minimum TTM EBITDA. Achieve TTM EBITDA, measured on a quarter-end
basis (on a monthly basis with respect to the periods ending May 31, 2015 and
June 30, 2015), of at least the required amount set forth in the following table
for the applicable period set forth opposite thereto: 

	          	Applicable Amount	Applicable Period	          
		$2,000,000	For the 12 month period
ending
      April 30, 2015	
		$1,600,000	For the 12 month period
ending
      May 31, 2015	 
		$1,350,000	For the 12 month period
ending
      June 30, 2015	
		$5,500,000	For the 12 month period
ending
      July 31, 2015 and
on the last day of each
fiscal quarter
      thereafter	



2.8 Section 7(b) of the Credit Agreement is hereby amended by
deleting such clause in its entirety and replacing it with the following:


(b) Minimum Qualified Cash. Maintain Qualified Cash at all times, measured
on a weekly basis (on the Monday of each week for the immediately preceding
week), of at least $2,500,000. 

2.9 Section 7(c) of the Credit Agreement is hereby amended by
deleting such clause in its entirety and replacing it with the following:


(c) Minimum Fixed Charge Coverage
Ratio. Have a Fixed Charge
Coverage Ratio, measured on a fiscal quarter-end basis, of at least 1.1:1.0 for
each of the fiscal quarters ended on or after July 31, 2015. 

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2.10 Section 7(d) of the Credit Agreement is hereby amended by
deleting such clause in its entirety and replacing it with the following:


(d) Minimum Recurring Revenues. Fail to maintain Recurring Revenues, measured on
a month-end basis, of at least the required amount set forth in the following
table for the applicable period set forth opposite thereto: 

	          	Applicable Amount	Applicable Period	          
		$13,600,000	For
      the 12 month period
ending April 30, 2015	
		$13,250.000	For
      the 12 month period
ending May 31, 2015	
		$13,200,000	For
      the 12 month period
ending June 30, 2015	
		$13,100,000	For the 12 month period
ending July 31, 2015 and for
each 12 month period
      ending
as of the end of each month
thereafter	



2.11 Section 12 of the Credit Agreement is hereby amended by deleting such Section in
its entirety and replacing it with the following: 

12. CHOICE OF LAW AND
VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION. 

(a) THE VALIDITY OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE
CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE
CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, THE RIGHTS OF
THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR
THEREUNDER OR RELATED HERETO OR THERETO, AND ANY CLAIMS, CONTROVERSIES OR
DISPUTES ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE
DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF CALIFORNIA. 

(b) THE PARTIES AGREE
THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO
THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF
LOS ANGELES, STATE OF CALIFORNIA; PROVIDED, THAT ANY
SUIT SEEKING ENFORCEMENT AGAINST ANY
COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF
ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH
COLLATERAL OR OTHER PROPERTY MAY BE FOUND. BORROWER AND EACH MEMBER OF THE
LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH
MAY HAVE TO ASSERT THE DOCTRINE OF FORUM
NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT
ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 12(b).


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(c) TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND EACH MEMBER OF THE LENDER GROUP
HEREBY WAIVE THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM,
CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR
ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED
THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL
OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A "CLAIM"). BORROWER AND EACH MEMBER
OF THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE
FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. 

(d) BORROWER HEREBY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE
STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES AND THE STATE OF
CALIFORNIA, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN
DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH OF THE
PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT MAY OTHERWISE HAVE TO
BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION. 

(e) NO CLAIM MAY BE MADE
BY ANY LOAN PARTY AGAINST THE AGENT, THE SWING LENDER, ANY OTHER LENDER, ISSUING
BANK, OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL, REPRESENTATIVE,
AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT,
CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES IN RESPECT
OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT
OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION THEREWITH,
AND EACH LOAN PARTY HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY
CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR
SUSPECTED TO EXIST IN ITS FAVOR.

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(f) IN THE EVENT ANY
LEGAL PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA (THE "COURT") BY
OR AGAINST ANY PARTY HERETO IN CONNECTION WITH ANY CLAIM AND THE WAIVER SET
FORTH IN CLAUSE (C) ABOVE IS NOT ENFORCEABLE IN SUCH PROCEEDING, THE PARTIES
HERETO AGREE AS FOLLOWS:


(i) WITH THE EXCEPTION
OF THE MATTERS SPECIFIED IN SUBCLAUSE (ii) BELOW, ANY CLAIM SHALL BE DETERMINED
BY A GENERAL REFERENCE PROCEEDING IN ACCORDANCE WITH THE PROVISIONS OF
CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 645.1. THE PARTIES
INTEND THIS GENERAL REFERENCE AGREEMENT TO BE SPECIFICALLY ENFORCEABLE. VENUE
FOR THE REFERENCE PROCEEDING SHALL BE IN THE COUNTY OF LOS ANGELES,
CALIFORNIA. 

(ii) THE FOLLOWING
MATTERS SHALL NOT BE SUBJECT TO A GENERAL REFERENCE PROCEEDING: (A) NON-JUDICIAL FORECLOSURE OF ANY SECURITY INTERESTS IN REAL OR PERSONAL PROPERTY, (B)
EXERCISE OF SELF-HELP REMEDIES (INCLUDING SET-OFF OR RECOUPMENT), (C)
APPOINTMENT OF A RECEIVER, AND (D) TEMPORARY, PROVISIONAL, OR ANCILLARY REMEDIES
(INCLUDING WRITS OF ATTACHMENT, WRITS OF POSSESSION, TEMPORARY RESTRAINING
ORDERS, OR PRELIMINARY INJUNCTIONS). THIS AGREEMENT DOES NOT LIMIT THE RIGHT OF
ANY PARTY TO EXERCISE OR OPPOSE ANY OF THE RIGHTS AND REMEDIES DESCRIBED IN
CLAUSES (A) - (D) AND ANY SUCH EXERCISE OR OPPOSITION DOES NOT WAIVE THE RIGHT
OF ANY PARTY TO PARTICIPATE IN A REFERENCE PROCEEDING PURSUANT TO THIS AGREEMENT
WITH RESPECT TO ANY OTHER MATTER.


(iii) UPON THE WRITTEN
REQUEST OF ANY PARTY, THE PARTIES SHALL SELECT A SINGLE REFEREE, WHO SHALL BE A
RETIRED JUDGE OR JUSTICE. IF THE PARTIES DO NOT AGREE UPON A REFEREE WITHIN 10
DAYS OF SUCH WRITTEN REQUEST, THEN, ANY PARTY SHALL HAVE THE RIGHT TO REQUEST
THE COURT TO APPOINT A REFEREE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE
SECTION 640(B). THE REFEREE SHALL BE APPOINTED TO SIT WITH ALL OF THE
POWERS PROVIDED BY LAW. PENDING APPOINTMENT OF THE REFEREE, THE COURT SHALL HAVE
THE POWER TO ISSUE TEMPORARY OR PROVISIONAL REMEDIES.

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(iv) EXCEPT AS EXPRESSLY
SET FORTH IN THIS AGREEMENT, THE REFEREE SHALL DETERMINE THE MANNER IN WHICH THE
REFERENCE PROCEEDING IS CONDUCTED INCLUDING THE TIME AND PLACE OF HEARINGS, THE
ORDER OF PRESENTATION OF EVIDENCE, AND ALL OTHER QUESTIONS THAT ARISE WITH
RESPECT TO THE COURSE OF THE REFERENCE PROCEEDING. ALL PROCEEDINGS AND HEARINGS
CONDUCTED BEFORE THE REFEREE, EXCEPT FOR TRIAL, SHALL BE CONDUCTED WITHOUT A
COURT REPORTER, EXCEPT WHEN ANY PARTY SO REQUESTS A COURT REPORTER AND A
TRANSCRIPT IS ORDERED, A COURT REPORTER SHALL BE USED AND THE REFEREE SHALL BE
PROVIDED A COURTESY COPY OF THE TRANSCRIPT. THE PARTY MAKING SUCH REQUEST SHALL
HAVE THE OBLIGATION TO ARRANGE FOR AND PAY THE COSTS OF THE COURT REPORTER,
PROVIDED THAT SUCH COSTS, ALONG WITH THE REFEREE'S FEES, SHALL ULTIMATELY BE
BORNE BY THE PARTY WHO DOES NOT PREVAIL, AS DETERMINED BY THE
REFEREE. 

(v) THE REFEREE MAY
REQUIRE ONE OR MORE PREHEARING CONFERENCES. THE PARTIES HERETO SHALL BE ENTITLED
TO DISCOVERY, AND THE REFEREE SHALL OVERSEE DISCOVERY IN ACCORDANCE WITH THE
RULES OF DISCOVERY, AND SHALL ENFORCE ALL DISCOVERY ORDERS IN THE SAME MANNER AS
ANY TRIAL COURT JUDGE IN PROCEEDINGS AT LAW IN THE STATE OF
CALIFORNIA. 

(vi) THE REFEREE SHALL
APPLY THE RULES OF EVIDENCE APPLICABLE TO PROCEEDINGS AT LAW IN THE STATE OF
CALIFORNIA AND SHALL DETERMINE ALL ISSUES IN ACCORDANCE WITH CALIFORNIA
SUBSTANTIVE AND PROCEDURAL LAW. THE REFEREE SHALL BE EMPOWERED TO ENTER
EQUITABLE AS WELL AS LEGAL RELIEF AND RULE ON ANY MOTION WHICH WOULD BE
AUTHORIZED IN A TRIAL, INCLUDING MOTIONS FOR DEFAULT JUDGMENT OR SUMMARY
JUDGMENT. THE REFEREE SHALL REPORT HIS OR HER DECISION, WHICH REPORT SHALL ALSO
INCLUDE FINDINGS OF FACT AND CONCLUSIONS OF LAW. THE REFEREE SHALL ISSUE A
DECISION AND PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE, SECTION 644, THE
REFEREE'S DECISION SHALL BE ENTERED BY THE COURT AS A JUDGMENT IN THE SAME
MANNER AS IF THE ACTION HAD BEEN TRIED BY THE COURT. THE FINAL JUDGMENT OR ORDER
FROM ANY APPEALABLE DECISION OR ORDER ENTERED BY THE REFEREE SHALL BE FULLY
APPEALABLE AS IF IT HAS BEEN ENTERED BY THE COURT. 

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(vii) THE PARTIES
RECOGNIZE AND AGREE THAT ALL CLAIMS RESOLVED IN A GENERAL REFERENCE PROCEEDING
PURSUANT HERETO WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING
(OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE,
EACH PARTY HERETO KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES
THAT THIS REFERENCE PROVISION SHALL APPLY TO ANY DISPUTE BETWEEN THEM THAT
ARISES OUT OF OR IS RELATED TO THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS. 

2.12 The definition of “Base Rate Margin” in
Schedule 1.1 of the Credit Agreement is hereby amended by
deleting the same in its entirety and replacing such definition with the
following: 

“Base Rate Margin” means 5 percentage points (5.00%). 

2.13 The definition of “LIBOR Rate Margin” in
Schedule 1.1 of the Credit Agreement is hereby amended by
deleting the same in its entirety and replacing such definition with the
following: 

“LIBOR Rate Margin” means 6 percentage points (6.00%). 

2.14 Schedule 1.1 to the Credit
Agreement is hereby amended by deleting the following definitions therein:
“Credit Amount”, “Credit Amount Certificate”, “Credit Amount Excess”, and
“Credit Amount Multiplier”. 

2.15 Schedule 1.1 to the Credit Agreement is hereby amended by
adding the following definition to the same in the appropriate alphabetical
order: 

“Seventh Amendment Effective Date” means April 30, 2015. 

2.16 Exhibit C-1 to the Credit Agreement is hereby deleted and replaced with the Exhibit
C-1 attached to this Amendment. 

2.17 Exhibit C-2 and all
references to the same in the Credit Agreement are hereby deleted. 

3. REVOLVER BLOCK. The Borrower, each Lender and the Agent each
hereby acknowledge that, as of the date hereof, the outstanding amount of
Advances is $2,527,807.82. No new Advances shall be made after the Seventh
Amendment Effective Date unless such Advance is made at Agent’s sole and
absolute discretion. Any amounts charged to the Loan Account pursuant to
Section 2.6 of the Credit Agreement from and after the
Seventh Amendment Effective Date shall be immediately due and payable. It also
is understood and agreed that from and after the Seventh Amendment Effective
Date, “Availability” shall be deemed to be zero for purposes of any definition,
test or condition precedent in the Loan Documents. 

4. REPORTING COVENANTS. In addition to any reporting requirements in
Schedule 5.1 or in any other section
in or schedule to the Loan Documents, Borrower shall deliver to Agent each of
the financial statements, reports, or other items set forth below at the
following times in form satisfactory to Agent (failure by Borrower to deliver
any of the following shall constitute an Event of Default): 

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4.1 13
Week Cash Flow Projections.
Borrower shall deliver to Agent on the first Business Day of each month,
Borrower’s updated cash flow projections for the 13 week period commencing with
the week on which such projections were due to be delivered, in form and
substance satisfactory to Agent in its discretion and certified by Borrower’s
Chief Financial Officer, which cash flow projections will be based upon
assumptions believed by Borrower to be reasonable at the time of the delivery
thereof to Agent (it being understood that although reflecting Borrower’s good
faith estimate, projections based on methods and assumptions which Borrower
believed to be reasonable at the time such projections were prepared, actual
results during the period covered by such projections may differ from projected
results). 

4.2 Monthly Profit and Loss Statement. Monthly, as soon as available but in any event no later than the date
that is 10 Business Days after the end of the applicable month (or, with respect
to each April no later than the date that is 15 Business Days after the end of
each April), Borrower shall deliver to Agent, the Borrower’s consolidated profit
and loss statement for the immediately preceding month on a trailing 12 month
basis, which shall include reasonable estimates of the revenues, operating
expenses, and EBITDA for each of Archive, DDP, and eDiscovery business
divisions, such profit and loss statement in form and substance satisfactory to
Agent in its Permitted Discretion. 

4.3 Cash Report. On Monday of
each week, a report detailing the Borrower’s cash position and where such cash
balances is maintained (i.e., deposit accounts, investment accounts, etc.) which
report shall be in form and substance satisfactory to Agent. 

5. REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to Agent, for the
benefit of the Lender Group, that, giving effect to this Amendment, all of its
representations and warranties set forth in the Agreement are true, complete and
accurate in all material respects as of the date hereof (except those which
specifically relate to an earlier date). 

6. NO DEFAULTS. Borrower hereby affirms to the Lender Group
that, giving effect to this Amendment, no Event of Default has occurred and is
continuing as of the date hereof. 

7. CONDITIONS PRECEDENT. The effectiveness of this Amendment is expressly
conditioned on receipt by Agent of: (i) an amendment fee in the amount of
$103,456 (the “Amendment Fee”), (ii) a repayment in immediately available funds of at least
$1,500,000 of the outstanding principal balance under the Term Loan A, and (iii)
a copy of this Amendment duly executed by Borrower, Guarantors, Lenders and
Agent. 

8. COSTS AND EXPENSES. Borrower shall pay to Agent all of Agent’s
documented out-of-pocket costs and expenses (including, without limitation, the
reasonable fees and expenses of their counsel, which counsel may include any
local counsel deemed necessary, search fees, filing and recording fees,
documentation fees, appraisal fees, travel expenses, and other reasonable fees)
arising in connection with the preparation, execution, and delivery of this
Amendment and all related documents. 

9. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, each of which
when so executed and delivered shall be deemed to be an original. All such
counterparts, taken together, shall constitute but one and the same Amendment.
Upon the execution of a counterpart of this Amendment by each of the parties
hereto and satisfaction of the conditions set forth in Section 7 hereof and upon the fulfillment of such conditions set forth in
Section 7, it shall be deemed to be effective as of the
Seventh Amendment Effective Date. Delivery of an executed counterpart of this
Amendment by telefacsimile or electronic mail shall be equally as effective as
delivery of an original executed counterpart of this Amendment. Any party
delivering an executed counterpart of this Amendment by telefacsimile or
electronic mail also shall deliver an original executed counterpart of this
Amendment, but the failure to deliver an original executed counterpart shall not
affect the validity, enforceability, and binding effect of this Amendment.


8







10. FURTHER ASSURANCES. Borrower shall execute and deliver all
agreements, documents and instruments, in form and substance reasonably
satisfactory to Agent, and take all actions as Agent may reasonably request from
time to time to perfect and maintain the perfection and priority of the security
interests of Agent in the Collateral and to consummate fully the transactions
contemplated under this Amendment and the other Loan Documents. 

11. EFFECT ON LOAN DOCUMENTS. 

11.1 The Credit Agreement, as amended hereby, and each
of the other Loan Documents, as amended as of the date hereof, shall be and
remain in full force and effect in accordance with their respective terms and
hereby are ratified and confirmed in all respects. The execution, delivery, and
performance of this Amendment shall not operate, except as expressly set forth
herein, as a waiver of, consent to, or a modification or amendment of, any
right, power, or remedy of Agent or any Lender under the Credit Agreement or any
other Loan Document. Except for the amendments to the Credit Agreement expressly
set forth herein, the Credit Agreement and the other Loan Documents shall remain
unchanged and in full force and effect. The consents, waivers and modifications
set forth herein are limited to the specifics hereof, shall not apply with
respect to any facts or occurrences other than those on which the same are
based, shall neither excuse future non-compliance with the Loan Documents nor
operate as a waiver of any Default or Event of Default, shall not operate as a
consent to any further or other matter under the Loan Documents and shall not be
construed as an indication that any future waiver of covenants or any other
provision of the Credit Agreement will be agreed to, it being understood that
the granting or denying of any waiver which may hereafter be requested by any
Loan Party remains in the sole and absolute discretion of the Agent and the
Lenders. 

11.2 Upon and after the effectiveness of this
Amendment, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “herein”, “hereof” or words of like import referring to the Credit
Agreement, and each reference in the other Loan Documents to “the Credit
Agreement”, “thereunder”, “therein”, “thereof” or words of like import referring
to the Credit Agreement, shall mean and be a reference to the Credit Agreement
as modified and amended hereby. 

11.3 To the extent that any of the terms and conditions
in any of the Loan Documents shall contradict or be in conflict with any of the
terms or conditions of the Credit Agreement, after giving effect to this
Amendment, such terms and conditions are hereby deemed modified or amended
accordingly to reflect the terms and conditions of the Credit Agreement as
modified or amended hereby. 

11.4 This Amendment is a Loan Document. 

11.5 Headings and numbers have been set forth herein
for convenience only. Unless the contrary is compelled by the context,
everything contained in each Section applies equally to this entire Amendment.


11.6 Neither this Amendment nor any uncertainty or
ambiguity herein shall be construed against Agent, any member of the Lender
Group, the Bank Product Providers or any Loan Party, whether under any rule of
construction or otherwise. This Amendment has been reviewed by all parties and
shall be construed and interpreted according to the ordinary meaning of the
words used so as to accomplish fairly the purposes and intentions of all parties
hereto. 

9







11.7 The pronouns used herein shall include, when
appropriate, either gender and both singular and plural, and the grammatical
construction of sentences shall conform thereto. 

11.8 Unless the context of this Amendment clearly
requires otherwise, references to the plural include the singular, references to
the singular include the plural, the terms “includes” and “including” are not
limiting, and the term “or” has, except where otherwise indicated, the inclusive
meaning represented by the phrase “and/or”. The words “hereof”, “herein”,
“hereby”, “hereunder”, and similar terms in this Amendment refer to this
Amendment as a whole and not to any particular provision of this Amendment.
Section, subsection, clause, schedule, and exhibit references herein are to this
Amendment unless otherwise specified. Any reference in this Amendment to any
agreement, instrument, or document shall include all alterations, amendments,
changes, extensions, modifications, renewals, replacements, substitutions,
joinders, and supplements, thereto and thereof, as applicable (subject to any
restrictions on such alterations, amendments, changes, extensions,
modifications, renewals, replacements, substitutions, joinders, and supplements
set forth herein). The words “asset” and “property” shall be construed to have
the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts, and contract
rights. Any reference herein or in any other Loan Document to the satisfaction
or repayment in full of the Obligations shall mean the repayment in full in cash
or immediately available funds (or, in the case of Letters of Credit or Bank
Products, providing Letter of Credit Collateralization or Bank Product
Collateralization, as applicable) of all Obligations other than unasserted
contingent indemnification Obligations and other than any Bank Product
Obligations that, at such time, are allowed by the applicable Bank Product
Provider to remain outstanding and that are not required by the provisions of
the Credit Agreement to be repaid or cash collateralized. Any reference herein
to any Person shall be construed to include such Person’s successors and
assigns. Any requirement of a writing contained herein shall be satisfied by the
transmission of a Record. 

12. ENTIRE AGREEMENT. This Amendment, and the terms and provisions
hereof, the Credit Agreement and the other Loan Documents constitute the entire
understanding and agreement between the parties hereto with respect to the
subject matter hereof and supersede any and all prior or contemporaneous
amendments or understandings with respect to the subject matter hereof, whether
express or implied, oral or written. 

13. REAFFIRMATION OF OBLIGATIONS. Borrower hereby (a) acknowledges and reaffirms
its obligations owing to Agent, the Bank Product Providers, and each other
member of the Lender Group under each Loan Document to which it is a party, and
(b) agrees that each of the Loan Documents to which it is a party is and shall
remain in full force and effect. Borrower hereby (i) further ratifies and
reaffirms the validity and enforceability of all of the Liens and security
interests heretofore granted, pursuant to and in connection with the Guaranty
and Security Agreement or any other Loan Document, to Agent, on behalf and for
the benefit of the Lender Group and the Bank Product Providers, as collateral
security for the obligations under the Loan Documents in accordance with their
respective terms, and (ii) acknowledges that all of such Liens and security
interests, and all Collateral heretofore pledged as security for such
obligations, continue to be and remain collateral for such obligations from and
after the date hereof (including, without limitation, from after giving effect
to this Amendment). 

14. RATIFICATION. Borrower hereby restates, ratifies and reaffirms
each and every term and condition set forth in the Credit Agreement and the Loan
Documents effective as of the date hereof and as amended hereby. All Obligations
owing by Borrower are unconditionally owing by Borrower to Agent and the
Lenders, without offset, defense, withholding, counterclaim or deduction of any
kind, nature or description whatsoever. 


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15. RELEASE. 

15.1 In consideration of the agreements of Agent and
each Lender contained herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Borrower and each
Guarantor, on behalf of itself and its successors, assigns and other legal
representatives (Borrower and each Guarantor and all such other persons being
hereinafter referred to collectively as “Releasors” and
individually as a “Releasor”), hereby
absolutely, unconditionally and irrevocably releases, remises and forever
discharges Agent and each Lender, and their successors and assigns, and their
present and former shareholders, affiliates, subsidiaries, divisions,
predecessors, directors, officers, attorneys, employees, agents and other
representatives (Agent and each Lender and all such other persons being
hereinafter referred to collectively as “Releasees” and
individually as a “Releasee”), of and from
all demands, actions, causes of action, suits, covenants, contracts,
controversies, agreements, promises, sums of money, accounts, bills, reckonings,
damages and any and all other claims, counterclaims, defenses, rights of
set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and
nature, known or unknown, suspected or unsuspected, both at law and in equity,
which Releasors may now or hereafter own, hold, have or claim to have against
Releasees or any of them for, upon, or by reason of any circumstance, action,
cause or thing whatsoever which arises at any time on or prior to the day and
date of this Amendment, for or on account of, or in relation to, or in any way
in connection with any of the Credit Agreement or any of the other Loan
Documents or transactions thereunder or related thereto. 

15.2 It is the intention of Borrower and each Guarantor
that this Amendment and the release set forth above shall constitute a full and
final accord and satisfaction of all claims that may have or hereafter be deemed
to have against Releasees as set forth herein. In furtherance of this intention,
Borrower and each Guarantor, on behalf of itself and each other Releasor,
expressly waives any statutory or common law provision that would otherwise
prevent the release set forth above from extending to claims that are not
currently known or suspected to exist in any Releasor’s favor at the time of
executing this Amendment and which, if known by Releasors, might have materially
affected the agreement as provided for hereunder. Each of Borrower, and each
Guarantor, on behalf of itself and each other Releasor, acknowledges that it is
familiar with Section 1542 of California Civil Code: 

A GENERAL RELEASE DOES NOT
EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR
HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER
MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. 

Borrower and each
Guarantor, on behalf of itself and each other Releasor, waives and releases any
rights or benefits that it may have under Section 1542 to the full extent that
it may lawfully waive such rights and benefits, and each of Borrower and each
Guarantor, on behalf of itself and each other Releasor, acknowledges that it
understands the significance and consequences of the waiver of the provisions of
Section 1542 and that it has been advised by its attorney as to the significance
and consequences of this waiver. 

15.3 Borrower and each Guarantor, understands,
acknowledges and agrees that the release set forth above may be pleaded as a
full and complete defense and may be used as a basis for an injunction against
any action, suit or other proceeding which may be instituted, prosecuted or
attempted in breach of the provisions of such release. 

15.4 Borrower and each Guarantor, agrees that no fact,
event, circumstance, evidence or transaction which could now be asserted or
which may hereafter be discovered shall affect in any manner the final, absolute
and unconditional nature of the release set forth above. 

11







16. COVENANT NOT TO SUE. Borrower and each Guarantor, on behalf of itself, each Releasor and its
successors, assigns and other legal representatives, hereby absolutely,
unconditionally and irrevocably, covenants and agrees with and in favor of each
Releasee that it will not sue (at law, in equity, in any regulatory proceeding
or otherwise) any Releasee on the basis of any Claim released, remised and
discharged by Borrower or any Guarantor, pursuant to Section 15.1 above. If Borrower or any Guarantor, or any of
their successors, assigns or other legal representations violates the foregoing
covenant, Borrower and each Guarantor, for itself and each other Releasor,
agrees to pay, in addition to such other damages as any Releasee may sustain as
a result of such violation, all attorneys’ fees and costs incurred by any
Releasee as a result of such violation. 

17. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER;
JUDICIAL REFERENCE. THIS AMENDMENT SHALL BE
SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER,
AND JUDICIAL REFERENCE SET FORTH IN SECTION 12 OF THE CREDIT
AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE,
MUTATIS MUTANDIS. 

18. SEVERABILITY. In case any provision in this Amendment shall be
invalid, illegal or unenforceable, such provision shall be severable from the
remainder of this Amendment and the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.


19. ESTOPPEL. To induce Agent to enter into this Amendment and
to continue to make advances to Borrower under the Credit Agreement, Borrower
hereby acknowledges and agrees that, immediately before and after giving effect
to this Amendment, as of the date hereof, there exists no Default or Event of
Default and no right of offset, defense, counterclaim or objection in favor of
Borrower or any Guarantor as against Agent or any Lender with respect to the
Obligations. 

20. REAFFIRMATION OF GUARANTY. The undersigned Guarantors hereby reaffirm and
agree that: (a) the Guaranty and the Loan Documents to which they are a party
shall remain in full force and effect (including, without limitation, any
security interests granted therein) after this Amendment is consummated as if
consummated contemporaneously therewith; (b) nothing in the Loan Documents to
which it is a party obligates Agent or the Lenders to notify the undersigned of
any changes in the financial accommodations made available to the Loan Parties
or to seek reaffirmations of the Loan Documents; and (c) no requirement to so
notify either the undersigned or to seek the undersigned’s reaffirmations in the
future shall be implied by this Section 20. 

[The remainder of this
page left blank intentionally, signatures to follow] 

12







IN WITNESS
WHEREOF, the parties hereto have
executed this Amendment as of the date first set forth above. 


	BORROWER:
	 
	 
	DAEGIS INC.,
	a
      Delaware corporation
	 
	 
	By:	/s/ Susan K. Conner
	Name:  	Susan K. Conner
	Title:	Chief Financial Officer
	 
	 
	GUARANTORS:
	 
	UNIFY INTERNATIONAL (US) CORPORATION,
	a
      Delaware corporation
	 
	 
	By:	/s/ Susan K. Conner
	Name:	Susan K. Conner
	Title:	Chief Financial Officer
	 
	 
	AXS-ONE INC.,
	a
      Delaware corporation
	 
	 
	By:	/s/ Susan K. Conner
	Name:	Susan K. Conner
	Title:	Secretary and Treasurer




13








	WELLS FARGO CAPITAL
      FINANCE, LLC,
		 
	a Delaware limited liability
      company, as Agent and sole
	Lender
		 
		 
	By:	/s/ Chris Parker
	Name:  	Chris Parker
	Title: 	Director




14








EXHIBIT
C-1 

FORM OF COMPLIANCE
CERTIFICATE 

[on Borrower’s letterhead]


	To:	       	Wells Fargo Capital Finance, LLC
			2450
      Colorado Avenue, Suite 3000 West
			Santa Monica, CA 90404
			Attn: Technology Finance Division
Manager



Re:       Compliance Certificate dated
_________________

Ladies and Gentlemen:


Reference is made to that
certain CREDIT AGREEMENT
(as amended or otherwise modified
from time to time, the “Credit
Agreement”) dated as of June 30,
2011, by and among the lenders identified on the signature pages thereof (such
lenders, together with their respective successors and permitted assigns, are
referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as the
arranger and administrative agent for the Lenders (“Agent”), and DAEGIS
INC., a Delaware corporation (the
“Borrower”). Capitalized terms used in this Compliance
Certificate have the meanings set forth in the Credit Agreement unless
specifically defined herein. 

Pursuant to Schedule 5.1 of the Credit Agreement and Section 4 of Amendment Number Seven to Credit Agreement, dated as of April 30,
2015 (“the Seventh
Amendment”), the undersigned
officer of Borrower hereby certifies that: 

1. The financial
information of Borrower and its Subsidiaries furnished in Schedule 1 attached hereto, has been prepared in accordance with GAAP (except for
year-end adjustments and the lack of footnotes), and fairly presents in all
material respects the financial condition of Borrower and its Subsidiaries.


2. Such officer has
reviewed the terms of the Credit Agreement and the Seventh Amendment and has
made, or caused to be made under his/her supervision, a review in reasonable
detail of the transactions and condition of Borrower and its Subsidiaries during
the accounting period covered by the financial statements delivered pursuant to
Schedule 5.1 of the Credit Agreement and Section 4 of the Seventh Amendment. 

3. Such review has not
disclosed the existence on and as of the date hereof, and the undersigned does
not have knowledge of the existence as of the date hereof, of any event or
condition that constitutes a Default or Event of Default, except for such
conditions or events listed on Schedule 2 attached
hereto, specifying the nature and period of existence thereof and what action
Borrower and its Subsidiaries have taken, are taking, or propose to take with
respect thereto. 

4. The representations and
warranties of Borrower and its Subsidiaries set forth in the Credit Agreement and the other Loan Documents are true
and correct in all material respects on and as of the date hereof (except to the
extent they relate to a specified date), except as set forth on Schedule 3 attached hereto. 



5. Borrower and its  Subsidiaries are in
compliance with the applicable covenants contained in  Section
7 of the Credit Agreement as demonstrated on  Schedule
4 hereof 

Exhibit C-1

1 







IN WITNESS WHEREOF, this
Compliance Certificate is executed by the undersigned this ______ day of
_______________, ________. 


	DAEGIS INC.,
 a
      Delaware corporation 

	 
	 
	By:       
      	 


	
      Name:
      
	 


	Title:     	 




Exhibit
C-1 
2 







SCHEDULE
1 

Financial Information












Exhibit C-1 
3








SCHEDULE2 

Default or Event of Default












Exhibit C-1
4 







SCHEDULE3 

Representations and
Warranties 











Exhibit C-1
5 







SCHEDULE
4 

Financial
Covenants 

1. Minimum TTM EBITDA. 

Borrower’s and its
Subsidiaries’ TTM EBITDA, measured on a quarter-end basis (on a monthly basis
with respect to the periods ending May 31, 2015 and June 30, 2015), for the
quarter (or month in respect of May 2015 and June 2015) period ending
__________, __________ is $_____________ , which amount [is/is not] greater than or equal to the amount set forth in
Section 7(a) of the Credit Agreement for the corresponding
period. 

2. Mininum Qualified Cash.


Borrower’s and its
Subsidiaries’ Qualified Cash, at all times, measured on a weekly basis, for the
week ending __________, 2015 is $__________ , which amount [is/is not] greater than or equal to the amount set forth in
Section 7(b) of the Credit Agreement. 

3. Mininum Fixed Charge Coverage
Ratio. 

Borrower’s and its
Subsidiaries’ Fixed Charge Coverage Ratio, measured on a fiscal quarter-end
basis, for the quarter period ending __________, 2015 is _____:_____ , which
ratio [is/is not] greater than or equal to the ratio set forth in
Section 7(c) of the Credit Agreement. 

4. Mininum Recurring Revenue.


Borrower’s and its
Subsidiaries’ Recurring Revenue, measured on a monthly basis, for the month
ending __________, 2015 is $__________ , which amount [is/is not] greater than or equal to the amount set forth in
Section 7(d) of the Credit Agreement for the corresponding
period. 

Exhibit
C-1
6