EXHIBIT 10.1 

AMENDMENT NUMBER FIVE TO
CREDIT AGREEMENT

     THIS AMENDMENT NUMBER FIVE TO CREDIT AGREEMENT (this “Amendment”), dated August
5, 2014, effective as of July 31, 2014 (the “Fifth Amendment Effective Date”), is entered into by and among WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as
administrative agent for the Lenders (in such capacity, together with its
successors and assigns in such capacity, “Agent”), each Lender party
hereto, and DAEGIS
INC., a Delaware corporation
(“Borrower”). 

RECITALS 

     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. Upon receipt by Lenders
of the prepayment required by Section 2.4(e)(vi) of the
Credit Agreement in respect of Borrower’s Excess Cash Flow for its most recently
completed fiscal year, and the application of that prepayment as required by the
Credit Agreement, Term Loan B will be fully repaid, and the outstanding balance
of Term Loan A will be reduced to $10,072,386.70. 

     C. Borrower has requested
that Agent and the Lenders make certain amendments to the Credit Agreement. The
Lender Group has agreed to such amendments pursuant to the terms hereunder.


AMENDMENT 

     NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows: 

     1. Amendments to Credit Agreement. Effective upon the Fifth Amendment Effective Date (as defined in
Section 2 below): 

          (a) Schedule 1.1 of the Credit
Agreement is hereby amended by adding the following new definitions in
alphabetical order: 

“Fifth Amendment” means
that certain Amendment Number Five to Credit Agreement, dated August 5, 2014,
among Agent, each Lender, and Borrower. 

“Fifth Amendment Effective Date” means July 31, 2014. 

          (b) Schedule 1.1 of the Credit
Agreement is hereby amended by deleting the definitions of “Base Rate”, “LIBOR
Rate”, “Term Loan A Amount” and “Term Loan B Amount” therein and replacing such
definitions with the following: 

“Base Rate” means the
greatest of (a) 1.75 percent per annum, (b) the Federal Funds Rate plus 1⁄2%, (c)
the LIBOR Rate (which rate shall be calculated based upon an Interest Period of
1 month and shall be determined on a daily basis), plus 1 percentage point, and
(d) the rate of interest announced, from time to time, within Wells Fargo at its
principal office in San Francisco as its “prime rate”, with the understanding
that the “prime rate” is one of Wells
Fargo’s base rates (not necessarily the lowest of such rates) and serves as the
basis upon which effective rates of interest are calculated for those loans
making reference thereto and is evidenced by the recording thereof after its
announcement in such internal publications as Wells Fargo may designate.


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“LIBOR Rate” means the
greater of (a) 1.00 percent per annum, and (b) the rate per annum as reported on
Reuters Screen LIBOR01 page (or any successor page) 2 Business Days prior to the
commencement of the requested Interest Period, for a term, and in an amount,
comparable to the Interest Period and the amount of the LIBOR Rate Loan
requested (whether as an initial LIBOR Rate Loan or as a continuation of a LIBOR
Rate Loan or as a conversion of a Base Rate Loan to a LIBOR Rate Loan) by
Borrower in accordance with the Agreement (and, if any such rate is below zero,
the LIBOR Rate shall be deemed to be zero), which determination shall be made by
Agent and shall be conclusive in the absence of manifest error.

“Term Loan A Amount” means
$10,072,386.70. 

“Term Loan B Amount” means
$0. 

          (c)
The definition of “Base Rate Margin”
in Schedule 1.1 of the Credit Agreement is hereby amended by
deleting the pricing grid in such definition and replacing such grid with the
following: 


	Level	Total Leverage Ratio Calculation	Base Rate Margin
	
      I
	
      If the Total Leverage
      Ratio is less than 1.75:1.00 
	
      2.50 percentage points
      

	
      II
	
      If the Total Leverage
      Ratio is greater than or equal to 1.75:1.00 and less than 2.25:1.00
      
	
      2.75 percentage points
      

	
      III 
	
      If the Total Leverage
      Ratio is equal or greater than 2.25:1.00 
	
      3.00 percentage points
      





          (d)
Clause (c) of the definition of
“EBITDA” in Schedule
1.1 of the Credit Agreement is
hereby amended by deleting subclauses (xvi) through (xix) therein and replacing
them with the following: 

“(xvi) charges or expenses incurred from severance
compensation paid in connection with the Restructuring so long as such charges
or expenses are incurred (1) in the fiscal year ending April 30, 2014 and do not
exceed $593,400 for such fiscal year or (2) in the fiscal quarter ending July
31, 2014 and do not exceed $1,600; 

(xvii) to the extent not covered by clause (c)(i)
above, lease abandonment charges incurred in connection with the Restructuring
so long as such charges are incurred in the fiscal year ending April 30, 2014 or
the fiscal year ending April 30, 2015 and do not exceed $755,000 in the
aggregate for such fiscal years; 

(xviii) to the extent not covered by clause (c)(i)
above, duplicate headcount charges or
expenses incurred in connection with the Restructuring so long as such charges
or expenses are incurred in the fiscal year ending April 30, 2014 and do not
exceed $135,000 for such fiscal year; 

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(xix) moving, relocation, travel, and legal
expenses incurred in connection with the Restructuring so long as such expenses
are incurred in the fiscal year ending April 30, 2014 and do not exceed $184,000
for such fiscal year,” 

          (e)
Clause (c) of the definition of
“Excess Cash Flow” in Schedule
1.1 of the Credit Agreement is
hereby amended by deleting subclauses (xi) through (xiv) therein and replacing
them with the following: 

“(xi) so long as actually paid in cash during the
fiscal year ending on April 30, 2014 or the fiscal quarter ending on July 31,
2014, severance compensation set forth in clause (c)(xvi) of the definition of
“EBITDA” paid during such fiscal period not to exceed $595,000 in the aggregate,


(xii) so long as such charges are actually
incurred during the fiscal year ending on April 30, 2014 or the fiscal year
ending on April 30, 2015, lease abandonment charges set forth in clause
(c)(xvii) of the definition of “EBITDA” incurred during such fiscal years not to
exceed $755,000 in the aggregate, 

(xiii) so long as actually paid in cash during the
fiscal year ending on April 30, 2014, duplicate headcount charges or expenses
set forth in clause (c)(xviii) of the definition of “EBITDA” paid during such
fiscal period not to exceed $135,000 in the aggregate, 

(xiv) so long as actually paid in cash during the
fiscal year ending on April 30, 2014, moving, relocation, travel, and legal
expenses set forth in clause (c)(xix) of the definition of “EBITDA” paid during
such fiscal period not to exceed $184,000 in the aggregate.” 

          (f)
The definition of “LIBOR Rate Margin”
in Schedule 1.1 of the Credit Agreement is hereby amended by
deleting the pricing grid in such definition and replacing such grid with the
following: 


	Level	Total Leverage Ratio Calculation	LIBOR Rate Margin
for all other
      LIBOR
Rate Loans
	
      I
	
      If the Total Leverage
      Ratio is less than 1.75:1.00 
	
      3.50 percentage
      points

	
      II
	
      If the Total Leverage
      Ratio is greater than or equal to 1.75:1.00 and less than 2.25:1.00
      
	
      3.75 percentage
      points

	
      III 
	
      If the Total Leverage
      Ratio is equal or greater than 2.25:1.00 
	
      4.00 percentage points
      





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          (g)
Clause (a) of Section 2.2 of the Credit Agreement is hereby amended by deleting such clause in its
entirety and replacing it with the following: 

“(a) Term Loan A. On the
Closing Date, each Lender with a Term Loan A Commitment made (severally, not
jointly or jointly and severally) term loans (collectively, “Term Loan A”) to Borrower in an aggregate principal amount equal to $12,000,000. The
parties hereto acknowledge and agree that on the Fifth Amendment Effective Date,
after taking into account the mandatory prepayment from Excess Cash Flow in
respect of its most recently completed fiscal year, the outstanding principal
balance of Term Loan A is $10,072,386.70. The principal of Term Loan A shall be
repaid on the following dates and in the following amounts: 


	Date	Installment Amount
	August 1, 2014 and the first day of
each November,
      February, May, and
August thereafter	$251,809.67




The outstanding unpaid principal balance and all
accrued and unpaid interest on Term Loan A shall be due and payable on the
earlier of (i) the Maturity Date, and (ii) the date of the acceleration of Term
Loan A in accordance with the terms hereof. Any principal amount of Term Loan A
that is repaid or prepaid may not be reborrowed. All principal of, interest on,
and other amounts payable in respect of Term Loan A shall constitute
Obligations.” 

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

“(i) Revolver Commitments. The
Revolver Commitments shall terminate on the Maturity Date.” 

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

“(vi) Excess Cash Flow. (1) On
or before July 31, 2014, Borrower shall prepay the outstanding principal amount
of the Obligations in the amount of $1,945,403.31, (which is 50% of the Excess
Cash Flow of Borrower and its Subsidiaries for Borrower’s fiscal year ending
April 30, 2014), and (2) within 10 days of delivery to Agent of audited annual
financial statements pursuant to Section 5.1, commencing
with the delivery to Agent of the financial statements for Borrower’s fiscal
year ended April 30, 2015 or, if such financial statements are not delivered to
Agent on the date such statements are required to be delivered pursuant to
Section 5.1, within 10 days after the date such statements
were required to be delivered to Agent pursuant to Section 5.1, Borrower shall prepay the outstanding amount of the Obligations in
accordance with Section
2.4(f)(ii) in an amount equal to
50% of the Excess Cash Flow of Borrower and its Subsidiaries for such fiscal
year.” 

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          (j)
Section 2.10(c) of the Credit Agreement is hereby amended by
deleting the proviso therein and replacing it with the following: 

provided, however, that so long as no Event of Default shall have occurred and be
continuing, Borrower shall not be obligated to submit to or reimburse Agent for
more than one field exam during any calendar year, or submit to or reimburse
Agent for more than one business or Recurring Revenue valuation during any
calendar year. 

          (k)
The first sentence of Section 3.3 is hereby deleted in its entirety and replacing it with the following:


This Agreement shall continue in full force and effect for a term ending
on June 30, 2017 (the “Maturity
Date”).

          (l)
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, of at least the required amount set forth in the following
table for the applicable period set forth opposite thereto: 


	Applicable Amount	Applicable
  Period
	
      $3,500,000
	
      For the 12 month
      period ending July 31, 2014 

	
      $3,500,000
	
      For the 12 month
      period ending October 31, 2014 

	
      $4,100,000
	
      For the 12 month
      period ending January 31, 2015 

	
      $5,100,000
	
      For the 12 month
      period ending April 30, 2015 

	
      $5,500,000
    
	
      For the 12 month
      period ending July 31, 2015 and on the last day of each fiscal quarter
      thereafter 





          (m)
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
Liquidity. Maintain Liquidity at
all times up to and including December 31, 2014, measured on a month-end basis,
of at least $5,000,000.” 


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          (n)
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 January 31, 2015.” 

     2. Conditions Precedent to Amendment Number
Five. This Amendment shall become
effective as of the date hereof (such date, the “Fifth Amendment Effective Date”) upon satisfaction or waiver by the Lender Group
of each of the following conditions precedent: 

          (a) Certain Documents. Agent
shall have received (i) this Amendment, duly executed by Borrower, Agent and
each Lender, (ii) the Amended and Restated Fee Letter, and (iii) the
Reaffirmation of Guaranty attached hereto, duly executed by each
Guarantor.

          (b) Representations and Warranties. Immediately after giving effect to this Amendment, except to the extent
any such representation and warranty solely relates to an earlier specified
date, the representations and warranties contained in Section 3 below shall be true and correct in all material respects (except that
such materiality qualifier shall not be applicable to any portion of any
representation and warranty that already is qualified or modified by materiality
in the text thereof). 

          (c) Amendment Fee. Agent shall
have received an amendment fee in the amount of $35,000, which fee shall be due
and payable on the Fifth Amendment Effective Date. 

          (d) Fees and Expenses Paid.
There shall have been paid to Agent and each Lender all fees and expenses
(including fees and expenses of counsel to Agent) incurred in connection with
this Amendment and the transactions contemplated hereby, and all other fees and
expenses due and payable on or before the date hereof under any Loan Document
shall have been paid. 

     3. Representations and Warranties. Borrower represents and warrants as follows: 

          (a) Authority. Borrower has
the requisite corporate power and authority to execute and deliver this
Amendment, and to perform its obligations hereunder and under the Loan Documents
(as amended hereby) to which it is a party. The execution, delivery and
performance by Borrower of this Amendment has been duly approved by all
necessary corporate action, have received all necessary governmental approval,
if any, and do not contravene any law or any contractual restrictions binding on
Borrower. 

          (b) Enforceability. This
Amendment has been duly executed and delivered by Borrower. This Amendment and
the Credit Agreement (as amended or modified hereby) is the legal, valid and
binding obligation of Borrower, enforceable against Borrower in accordance with
its terms, and is in full force and effect, except to the extent that (i) the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting generally the enforcement of
creditors’ rights or general principles of equity or (ii) the availability of
the remedies of specific performance or injunctive relief are subject to the
discretion of the court before which any proceeding therefor may be brought.


          (c) Representations and Warranties. Immediately after giving effect to this Amendment, the representations
and warranties contained in the Credit Agreement are true, complete and accurate
in all respects as of the date hereof, except for representations and warranties
which relate exclusively to an earlier date, which shall be true and correct in
all respects as of such earlier date. 

          (d) No
Default. Immediately after giving
effect to this Amendment, no Default or Event of Default has occurred and is
continuing. 

     4. No
Waiver. The execution of this
Amendment and any documents related hereto shall not be deemed to be a waiver of
any Default or Event of Default under the Credit Agreement or breach, default or
event of default under any Loan Document, whether or not known to Agent or any
of the Lenders and whether or not existing
as of the date hereof. Without limiting the generality of the foregoing, Agent
acknowledges that Borrower is and prior to the date of this Amendment has been
in compliance with its obligations regarding prepayments of Excess Cash
Flow.

6 







     5. Choice of Law and Venue; Jury Trial
Waiver.

          (a) THE
VALIDITY OF THIS AMENDMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT
HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH
RESPECT TO ALL MATTERS 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
AMENDMENT 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, HOWEVER, 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. EACH OF PARENT AND 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 5(b). 

          (c) TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF PARENT AND BORROWER AND EACH
MEMBER OF THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL
OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AMENDMENT OR
ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.
EACH OF PARENT AND 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 AMENDMENT MAY BE FILED AS A WRITTEN CONSENT TO A
TRIAL BY THE COURT. 

     6. Counterparts. This
Amendment may be executed in any number of counterparts and by different parties
and separate counterparts, each of which when so executed and delivered, shall
be deemed an original, and all of which, when taken together, shall constitute
one and the same instrument. Delivery of an executed counterpart of a signature
page to this Amendment by telefacsimile or other electronic method of
transmission shall be effective as delivery of a manually executed counterpart
of this Amendment. 

     7. Reference to and Effect on the Loan Documents. 

          (a) Upon
and after the effectiveness of this Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import
referring to the Credit Agreement, and each reference in the other Loan
Documents to “the Credit Agreement”, “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. 

          (b) Except
as specifically amended above, the Credit Agreement and all other Loan
Documents, are and shall continue to
be in full force and effect and are hereby in all respects ratified and confirmed and shall constitute the legal, valid,
binding and enforceable obligations of Borrower without defense, offset, claim
or contribution. 

7 







          (c)
The execution, delivery and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents. 

          (d) To the
extent that any terms and conditions in any of the Loan Documents shall
contradict or be in conflict with any 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. 

     8. Ratification. Borrower
hereby restates, ratifies and reaffirms each and every term and condition set
forth in the Credit Agreement, as amended hereby, and the Loan Documents
effective as of the date hereof. 

     9. 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. 

[The remainder of the
page is intentionally left blank.] 

8








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


	BORROWER:
	 
	 
	DAEGIS INC.,
	a
      Delaware corporation
	 
	 
	By:	/s/ Susan K. Conner
	Name: 	Susan K. Conner
	Title:	Chief Financial
Officer




[Signatures continue
on the following page.] 

Amendment Number Five to
Credit Agreement 








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




Amendment Number Five to
Credit Agreement 








REAFFIRMATION OF GUARANTY


Dated as of August 5, 2014


     The undersigned (each, a
“Guarantor” and collectively, the “Guarantors”), has executed a General Continuing Guaranty, dated as of June 30, 2011
(the “Guaranty”), in favor of Wells Fargo Capital Finance, LLC
(“Agent”), respecting the obligations of Daegis Inc., a
Delaware corporation (“Daegis”) under that
certain Credit Agreement dated as of June 30, 2011 by and between Daegis, the
Lenders signatory thereto and Agent, owing to the Lender Group under and
pursuant to the Loan Documents (as that term is defined in the Credit
Agreement). Concurrently herewith, the terms of the Credit Agreement are being
amended pursuant to that certain Amendment Number Five to Credit Agreement
attached hereto (the “Amendment”). Each
Guarantor acknowledges the terms of the Amendment and reaffirms and agrees that:
(a) its Guaranty remains in full force and effect; (b) nothing in such Guaranty
obligates Agent to notify the undersigned of any changes in the loans and
financial accommodations made available to Borrower (as that term is defined in
the Amendment) or to seek reaffirmation of such Guaranty; and (c) no requirement
to so notify any of the undersigned or to seek reaffirmation in the future shall
be implied by the execution of this reaffirmation. 

[Signature pages to
follow.] 

Reaffirmation of
Guaranty 









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




Reaffirmation of
Guaranty