First Agreement to Tender and Voting Agreement, dated as of July 21, 2011


 Exhibit 10.2 
 FIRST AMENDMENT TO 
 TENDER AND VOTING AGREEMENT 

THIS FIRST AMENDMENT TO TENDER AND VOTING AGREEMENT (this “Amendment”), effective as of July 21, 2011, is made by and
among NCR Corporation, a Maryland corporation (“Buyer”), Ranger Acquisition Corporation, a Georgia corporation and a wholly-owned subsidiary of Buyer (“Merger Sub”) and the Company Shareholders. 

W I T N E S S E T H: 

WHEREAS, the parties hereto have executed that certain Tender and Voting Agreement, dated as of July 11, 2011 (the
“Voting Agreement”); and 
 WHEREAS, the parties desire to execute this Amendment to amend the Voting
Agreement by replacing Schedule I attached thereto with Schedule I attached hereto, pursuant to and in accordance with the terms and conditions set forth herein. 
 NOW THEREFORE, in consideration of the mutual covenants and conditions herein contained and other good and valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the parties hereby agree as set forth herein: 
  

	 	1.	Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Voting Agreement. 


 

	 	2.	The Voting Agreement is hereby amended by deleting Schedule I attached to the Voting Agreement in its entirety and inserting in lieu thereof Schedule I attached
hereto and incorporated herein by reference. 

  

	 	3.	Except as amended hereby, the Voting Agreement shall continue to be in full force and effect, and the execution and delivery of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of either party thereto. Neither this Amendment nor any term hereof may be amended other than by an instrument in writing signed by Buyer, Merger Sub and the Company
Shareholders. 

  

	 	4.	This Amendment may be executed in multiple counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together
shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment.


  

	 	5.	This Amendment, including its existence, validity, construction, and operating effect, and the rights of each of the parties hereto, shall be governed by and construed
in accordance with the laws of the State of Georgia without giving effect to any conflicts or choice of laws provisions that would cause the application of the domestic substantive laws of any other jurisdiction. 


 

	 	6.	The Voting Agreement, as amended by this Amendment, constitutes the entire agreement among the parties with respect to the subject matter thereof and supersedes all
other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of the Voting Agreement, as amended hereby. 


[SIGNATURE PAGES FOLLOW] 






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

			
	NCR CORPORATION
		
	By:	 	 /s/ William Nuti

	Name: William Nuti
	 Title:  Chairman of the Board, Chief Executive Officer,

           President

	
	RANGER ACQUISITION CORPORATION
		
	By:	 	 /s/ John G. Bruno

	Name:  John G. Bruno
	Title:  Chief Executive Officer and President


 [Signature Page to First Amendment to Tender and Voting Agreement] 






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

					
	Signature by Individual:	  	 Alon Goren

		  	Print Name of Individual
		
		  	 /s/ Alon Goren

		  	Signature of Individual
		
	Signature by Additional Individual as Co-Owner (jointly or in common):	  	  

		  	Print Name of Individual Co-Owner
		
		  	  

		  	Signature of Individual Co-Owner
		
		  	as (check one):
		  	  ̈ tenants in common; or

		  	  ̈ JTWROS

		
	Signature by Entity:	  	  

		  	Print Name of Partnership, Company, Trust or Other Entity
		
		  	  

		  	State of Formation of Entity
			
		  	By:	  	  

		  		  	Signature of Authorized Agent
			
		  		  	  

		  		  	Print Name of Authorized Agent
			
		  	Title:	  	  


 [Signature Page to First Amendment to Tender and Voting Agreement Continued] 






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

					
	Signature by Individual:	  	 John H. Heyman

		  	Print Name of Individual
		
		  	 /s/ John H. Heyman

		  	Signature of Individual
		
	Signature by Additional Individual as Co-Owner (jointly or in common):	  	  

		  	Print Name of Individual Co-Owner
		
		  	  

		  	Signature of Individual Co-Owner
		
		  	as (check one):
		  	  ̈ tenants in common; or

		  	  ̈ JTWROS

		
	Signature by Entity:	  	  

		  	Print Name of Partnership, Company, Trust or Other Entity
		
		  	  

		  	State of Formation of Entity
			
		  	By:	  	  

		  		  	Signature of Authorized Agent
			
		  		  	  

		  		  	Print Name of Authorized Agent
			
		  	Title:	  	  


 [Signature Page to First Amendment to Tender and Voting Agreement Continued] 






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

					
	Signature by Individual:	  	 Andrew S. Heyman

		  	Print Name of Individual
		
		  	 /s/ Andrew S. Heyman
 Signature of Individual

		
	Signature by Additional Individual as Co-Owner (jointly or in common):	  	  

		  	Print Name of Individual Co-Owner
		
		  	  

		  	Signature of Individual Co-Owner
		
		  	as (check one):
		  	  ̈ tenants in common; or

		  	  ̈ JTWROS

		
	Signature by Entity:	  	  

		  	Print Name of Partnership, Company, Trust or Other Entity
		
		  	  
 State of Formation of Entity

			
		  	By:	  	  

		  		  	Signature of Authorized Agent
			
		  		  	  

		  		  	Print Name of Authorized Agent
			
		  	Title:	  	  


 [Signature Page to First Amendment to Tender and Voting Agreement Continued] 






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

					
	Signature by Individual:	  	 Mark E. Haidet

	  	Print Name of Individual
		
		  	 /s/ Mark E. Haidet
 Signature of Individual

		
	Signature by Additional Individual as Co-Owner (jointly or in common):	  	  

		  	Print Name of Individual Co-Owner
		
		  	  
 Signature of Individual Co-Owner

		
		  	as (check one):
		  	  ̈ tenants in common; or

		  	  ̈ JTWROS

		
	Signature by Entity:	  	  

		  	Print Name of Partnership, Company, Trust or Other Entity
		
		  	  
 State of Formation of Entity

			
		  	By:	  	  

		  		  	Signature of Authorized Agent
			
		  		  	  
 Print Name of Authorized Agent

			
		  	Title:	  	  


 [Signature Page to First Amendment to Tender and Voting Agreement Continued] 






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

					
	Signature by Individual:	  	 Carlyle Taylor

		  	Print Name of Individual
		
		  	 /s/ Carlyle Taylor
 Signature of Individual

		
	Signature by Additional Individual as Co-Owner (jointly or in common):	  	
		  	  
 Print Name of
Individual Co-Owner

		
		  	  
 Signature of
Individual Co-Owner

		
		  	as (check one):
		  	  ̈ tenants in common; or

		  	  ̈ JTWROS

		
	Signature by Entity:	  	
		  	  
 Print Name of
Partnership, Company, Trust or Other Entity

		
		  	  
 State of
Formation of Entity

			
		  	By:	  	  

		  		  	Signature of Authorized Agent
			
		  		  	  

		  		  	Print Name of Authorized Agent
			
		  	Title:	  	  


 [Signature Page to First Amendment to Tender and Voting Agreement Continued] 






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

					
	Signature by Individual:	  	 James S. Balloun

	  	Print Name of Individual
		
		  	/s/ James S. Balloun
		  	  
 Signature of
Individual

		
	Signature by Additional Individual as Co-Owner (jointly or in common):	  	  

		  	Print Name of Individual Co-Owner
		
		  	  
 Signature of
Individual Co-Owner

		
		  	as (check one):
		  	  ̈ tenants in common; or

		  	  ̈ JTWROS

		
	Signature by Entity:	  	
		  	  
 Print Name of
Partnership, Company, Trust or Other Entity

		
		  	  
 State of
Formation of Entity

			
		  	By:	  	  

		  		  	Signature of Authorized Agent
			
		  		  	  
 Print Name of Authorized
Agent

			
		  	Title:	  	  


 [Signature Page to First Amendment to Tender and Voting Agreement Continued] 






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

			
	Signature by Individual:	  	 William A. Clement, Jr.

		  	Print Name of Individual
		
		  	 /s/ William A. Clement, Jr.
 Signature of Individual

		
	Signature by Additional Individual as Co-Owner (jointly or in common):	  	  

		  	Print Name of Individual Co-Owner
		
		  	  
 Signature of Individual
Co-Owner

		
		  	as (check one):
		  	  ̈ tenants in common; or

		  	  ̈ JTWROS


  

					
	Signature by Entity:	  	  

		  	Print Name of Partnership, Company, Trust or Other Entity
		
		  	  

		  	State of Formation of Entity
			
		  	By:	  	
		  		  	  
 Signature of Authorized
Agent

			
		  		  	  
 Print Name of Authorized
Agent

			
		  	Title:	  	  


 [Signature Page to First Amendment to Tender and Voting Agreement Continued] 






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

					
	Signature by Individual:	 	 J. Alexander M. Douglas, Jr.

		 	Print Name of Individual
		
		 	 /s/ J. Alexander M. Douglas, Jr.
 Signature of Individual

		
	Signature by Additional Individual as Co-Owner (jointly or in common):	 	  

		 	Print Name of Individual Co-Owner
		
		 	  
 Signature of
Individual Co-Owner

		
		 	as (check one):
		 	  ̈ tenants in common; or

		 	  ̈ JTWROS

		
	Signature by Entity:	 	  

		 	Print Name of Partnership, Company, Trust or Other Entity
		
		 	  
 State of
Formation of Entity

			
		 	By:	  	  

		 		  	Signature of Authorized Agent
			
		 		  	  

		 		  	Print Name of Authorized Agent
			
		 	Title:	  	  


 [Signature Page to First Amendment to Tender and Voting Agreement Continued] 






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

			
	Signature by Individual:	  	 Philip J. Hickey, Jr.

		  	Print Name of Individual
		
		  	 /s/ Philip J. Hickey, Jr.

		  	Signature of Individual
		
	Signature by Additional Individual as Co-Owner (jointly or in common):	  	  

		  	Print Name of Individual Co-Owner
		
		  	  
 Signature of Individual
Co-Owner

		
		  	 as (check one):
  ̈ tenants in common; or
  ̈ JTWROS



					
		
	Signature by Entity:	  	  

		  	Print Name of Partnership, Company, Trust or Other Entity
		
		  	  

		  	State of Formation of Entity
			
		  	By:	  	  

		  		  	Signature of Authorized Agent
			
		  		  	  

		  		  	Print Name of Authorized Agent
			
		  	Title:	  	  


 [Signature Page to First Amendment to Tender and Voting Agreement Continued] 






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

							
	 Signature by Individual:
	 		 	 Donna A. Lee

		 		 	Print Name of Individual
			
		 		 	 /s/ Donna A. Lee
 Signature of Individual

			
	Signature by Additional Individual as Co-Owner (jointly or in common):	 		 	  

		 		 	Print Name of Individual Co-Owner
			
		 		 	  
 Signature of
Individual Co-Owner

			
		 		 	 as (check one):
  ̈ tenants in common; or
  ̈ JTWROS

			
	Signature by Entity:	 		 	  

		 		 	Print Name of Partnership, Company, Trust or Other Entity
			
		 		 	  
 State of
Formation of Entity

				
		 		 	By:	 	  

		 		 		 	Signature of Authorized Agent
				
		 		 		 	  
 Print Name of Authorized
Agent

				
		 		 	Title:	 	  


 [Signature Page to First Amendment to Tender and Voting Agreement Continued] 






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

					
	Signature by Individual:	  	 Nick Shreiber

		  	Print Name of Individual
		
		  	 /s/ Nick Shreiber

		  	Signature of Individual
		
	Signature by Additional Individual as Co-Owner (jointly or in common):	  	  

		  	Print Name of Individual Co-Owner
		
		  	  

		  	Signature of Individual Co-Owner
		
		  	 as (check one):
  ̈ tenants in common; or
  ̈ JTWROS

		
	Signature by Entity:	  	  

		  	Print Name of Partnership, Company, Trust or Other Entity
		
		  	  

		  	State of Formation of Entity
			
		  	By:	  	  

		  		  	Signature of Authorized Agent
			
		  		  	  

		  		  	Print Name of Authorized Agent
			
		  	Title:	  	  


 [Signature Page to First Amendment to Tender and Voting Agreement Continued] 






 Schedule I 

Company Shareholders 
  

					
	 Company Shareholder
	  	Company Common 
Stock1	 	Subject Options
			
	 Alon Goren

c/o Radiant Systems, Inc.

3925 Brookside Parkway

Alpharetta, GA 30022
	  	2,803,767 shares2	 	148,675 options
			
	 John H. Heyman

c/o Radiant Systems, Inc.

3925 Brookside Parkway

Alpharetta, GA 30022
	  	280,204 shares	 	296,875 options
			
	 Andrew S. Heyman

c/o Radiant Systems, Inc.

3925 Brookside Parkway

Alpharetta, GA 30022
	  	142,400 shares	 	288,401 options
			
	 Mark E. Haidet

c/o Radiant Systems, Inc.

3925 Brookside Parkway

Alpharetta, GA 30022
	  	65,654 shares	 	72,578 options
			
	 Carlyle Taylor

c/o Radiant Systems, Inc.

3925 Brookside Parkway

Alpharetta, GA 30022
	  	67,301 shares	 	62,778 options
			
	 James S. Balloun

c/o Radiant Systems, Inc.

3925 Brookside Parkway

Alpharetta, GA 30022
	  	18,889 shares	 	84,483 options
			
	 William A. Clement, Jr.

5726 Registry Oaks Lane SE

Mableton, GA 30126
	  	13,322 shares	 	52,083 options
			
	 J. Alexander M. Douglas, Jr.

c/o Radiant Systems, Inc.

3925 Brookside Parkway

Alpharetta, GA 30022
	  	18,889 shares	 	89,483 options








					
	 Company Shareholder
	  	Company Common Stock1	  	Subject Options
			
	 Philip J. Hickey, Jr.

c/o Radiant Systems, Inc.

3925 Brookside Parkway

Alpharetta, GA 30022
	  	0 shares	  	0 options
			
	 Donna A. Lee

c/o Radiant Systems, Inc.

3925 Brookside Parkway

Alpharetta, GA 30022
	  	18,889 shares	  	51,083 options
			
	 Nick Shreiber

c/o Radiant Systems, Inc.

3925 Brookside Parkway

Alpharetta, GA 30022
	  	0 shares	  	0 options

  

	1 	 Company Common Stock does not include Subject Options, and is deemed to be amended after the date hereof, without any further action by any of the
parties, to include any additional shares of Company Common Stock or other shares of capital stock of the Company owned, beneficially or of record, by such Company Shareholder during the term of this Agreement. 



	2	 Alon Goren 150,000
shares are subject to pledge in connection with ownership of property.