UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

|(Mark |  |                                                                                                     
|----- |  | ----------------------------------------------------------------------------------------------------
|One)  |  |                                                                                                     
|☒     |  | ANNUAL REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934    
|     
|      |  | For the fiscal year
      ended April 30, 2015                                                      
|      |  | OR                                                                                                  
|☐     |  | TRANSITION REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934

**For the transition period from __________
to _____Commission File Number: 001-11807****DAEGIS INC.**(Exact name of registrant as
specified in its charter)

|Delaware                              | 94-2710559              
|------------------------------------- | ------------------------
|(State or other jurisdiction
      of | (I.R.S. Employer        
|incorporation or
      organization)  | Identification
  Number)

Address of principal executive offices including
zip code:600 E. Las Colinas Blvd., Suite 1500, Irving,
Texas 75039

Registrants telephone number, including area code:(214) 584-6400

Securities registered pursuant to Section 12(b) of
the Act:None

Securities registered pursuant to Section 12(g) of
the Act:Common Stock, $0.001 par value

Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.YES☐NO
☒

Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the
Act.YES☐NO
☒

Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.YES☒NO ☐

Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such
files).YES☒NO
☐

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Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of the Form 10-K or
any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer☐ | Accelerated filer☐ | Non-accelerated filer☐(Do not check if a
    smaller | Smaller reporting company ☒
|------------------------ | ------------------ | ---------------------------------------------------- | ---------------------------
|                         |                    | reporting company)                                   |                            

Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act.) YES☐NO
☒

As of October 31, 2014, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market
value of the common stock of Daegis Inc. held by non-affiliates was $8,211,732.

As of June 30, 2015, Daegis
Inc. had 16,384,444 shares of common stock outstanding.

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Explanatory Note

Daegis Inc. is filing this
Amendment No. 1 on Form 10-K/A (this Amendment) to amend our Annual Report on
Form 10-K for the year ended April 30, 2015, originally filed with the
Securities and Exchange Commission (the SEC) on August 5, 2015 (the Original
Filing), to include the information required by Items 10 through 14 of Part III
of Form 10-K. This information was previously omitted from the Original Filing
in reliance on General Instruction G(3) to Form 10-K, which permits the
information in the above-referenced items to be incorporated in the Form 10-K by
reference from our definitive proxy statement if such statement is filed no
later than 120 days after our fiscal year-end. We are filing this Amendment to
include Part III information in our Form 10-K because our definitive proxy
statement will be filed beyond 120 days after our fiscal year-end. The reference
on the cover of the Original Filing to the incorporation by reference to
portions of our definitive proxy statement into Part III of the Original Filing
is deleted by this Amendment. All references to our definitive proxy statement
in the Original Filing as a document incorporated by reference are hereby
deleted.

This Amendment consists
solely of the preceding cover page, this explanatory note, the information
required by Part III, Items 10, 11, 12, 13, and 14 of Form 10-K, a signature
page, and certifications required to be filed as exhibits hereto. In accordance
with Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as
amended (the Exchange Act), Items 10, 11, 12, 13, and 14 of the Original
Filing have been amended and restated in their entirety, and Item 15 of Part IV
of the Original Filing has also been amended and restated in its entirety to
include new certifications by our principal executive officer and principal
financial officer. No other items or sub-items of the Original Filing are being
revised by this Amendment. This Amendment does not reflect events occurring
after the filing of the Original Filing, and does not modify or update the
disclosures in any way other than as required to reflect the amendments as
described above and set forth herein.

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PART III

ITEM 10. DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DIRECTORS

The charts below list our
directors and executive officers and are followed by biographical information
about them. The biographical information regarding each member of our Board of
Directors ends with a statement regarding that members qualifications for
service on our Board, as considered by the Nominating and Corporate Governance
Committee of our Board.

Directors

|Name                  |  | Age |  | Position                                             
|--------------------- |  | --- |  | -----------------------------------------------------
|Steven D. Whiteman    |  | 64  |  | Independent Director, Chairman of the
      Board    
|Timothy P. Bacci      |  | 56  |  | Director, President and Chief Executive
      Officer
|Robert M. Bozeman     |  | 66  |  | Independent Director                                 
|Richard M. Brooks     |  | 61  |  | Independent Director                                 
|Darrell B. Montgomery |  | 54  |  | Independent
Director                                 

Steven D.
Whitemanhas served as a
Director of the Company since May 1997. In August 2004, he was appointed
Chairman of the Board. Mr. Whiteman previously served as the President and Chief
Executive Officer (CEO) of Intesource, an Internet based e-procurement
company. From June 2000 to May 2002, he worked as an independent consultant.
From May 1993 until June 2000, Mr. Whiteman served as President of Viasoft, Inc.
(Viasoft), a publicly-traded software products and services company. From
February 1994 to June 2000, Mr. Whiteman also served as CEO and Director of
Viasoft, and from April 1997 to June 2000, he served as Chairman of the Board of
Directors. He is also a Director of Intesource and Trax Technology. Mr. Whiteman
holds a B.A. degree in Business Administration from Taylor University and an
M.B.A. from the University of Cincinnati.

Mr. Whitemans
qualifications to serve on the Board include, among other skills and
qualifications, his prior experience as a CEO of technology companies, his
service on other corporate boards, as well as his extensive knowledge about the
Company gained from his tenure as a board member dating back to 1997.

In addition to serving as
our Chairman of the Board, Mr. Whiteman currently serves on our Audit Committee,
Compensation Committee and Nominating and Corporate Governance Committee.

Timothy P. Baccijoined the Board in August
2009, following our acquisition of AXS-One Inc., where he was a member of their
board. He was appointed Executive Chairman in 2012, our Interim CEO in January
2013 and was later appointed President and CEO in September 2014. Mr. Bacci is
the co-founder of BlueLine Partners, a strategic opportunities fund which had
more than $100 million in assets invested in small, publicly-traded, and
undervalued healthcare and IT companies. Since December 2004, he has been a
Managing Partner at BlueLine Partners. Prior to BlueLine Partners, he spent 15
years in executive positions for software companies, including serving as
Chairman and interim CEO of Instant802 Networks and CEO of siteROCK Corp. He was
a co-founder of Vicinity Corporation, which had a successful public offering in
2000 and was acquired by Microsoft in 2002. Additionally, he has served as a
consultant to several early-stage technology companies addressing areas relating
to corporate strategy and executive recruiting. Mr. Bacci holds a B.S. in
Engineering from the United States Naval Academy and served as an officer on
active duty in the U.S. Navy as a fighter pilot.

Mr. Baccis qualifications
to serve on the Board include, among other skills and qualifications, his
significant management and executive experience in the software industry, his
experience in providing consulting services relating to corporate strategy and
executive recruiting, his experience gained in evaluating and investing in
healthcare and IT companies as a co-founder of BlueLine Partners and his
experience serving on other corporate boards.

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Robert M. Bozemanwas appointed Director in
January of 2008. Mr. Bozeman currently serves as an investor and/or advisor to
companies in Silicon Valley. His experience includes business operations,
venture capital investment, and capital markets and mergers and acquisitions. He
previously served in the capacities of CEO and board member for a variety of
software, information services and computer supplier companies. From November
1997 through December 2003, Mr. Bozeman was General Partner of Angel Investors
LP for both its Fund I and Fund II. Investments by the firm included Ask Jeeves,
Brightmail, Google, Opsware, and PayPal. In addition, many of Angel Investors LP
investments became successful acquisitions, including AOLs acquisition of
Spinner, Microsofts acquisitions of eQuil, MongoMusic and Vacation Spot and
Sybases acquisition of AvantGo!. Mr. Bozeman is currently an investor, on the
board and/or is an advisor to DigitalML, DocBox, Nantero, Nueon, Phunware,
PocketPoints, Rimidi Diabetes and SupportPay. In this capacity, Mr. Bozeman
often operates through Eastlake Ventures, LLC (his family office). Mr. Bozeman
is also a General Partner of Northern California Investment Fund and Northern
California Investment Fund II.

His qualifications to serve
on the Board include, among other skills and qualifications, his significant
management and executive experience in a variety of technology companies, his
service on other corporate boards and his extensive experience gained in
evaluating and investing in companies as a General Partner of Angel Investors LP
and the Northern California Investment Funds.

Mr. Bozeman currently
serves on our Audit Committee, Compensation Committee and Nominating and
Corporate Governance Committee.

Richard M. Brookshas served as a Director of
the Company since August 2005. Since January 2011, Mr. Brooks has been the
Executive Vice President and Chief Financial Officer (CFO) of Composite
Technology International, Inc., a manufacturer of building products. From
September 2006 to December 2010, Mr. Brooks was a partner with Tatum, a national
executive services consulting company, which is a wholly-owned subsidiary of SFN
Group. With Tatum, Mr. Brooks acted as the project lead on a variety of
consulting assignments, including acting as the interim CFO for Pixelworks, a
publicly-traded semi-conductor company. Mr. Brooks previously served as CEO for
VantageMed Corporation, a public company, from April 2002 to December 2004. In
addition, Mr. Brooks served as a Director of VantageMed Corporation from March
2001 to January 2005 and was appointed Chairman of that board in May of 2002.
Mr. Brooks received a B.S. in Business Administration from Oregon State
University.

Mr. Brooks qualifications
to serve on the Board include, among other skills and qualifications, his
significant management and executive experience with public companies and his
extensive experience in providing financial consulting services to a variety of
companies, including publicly-traded companies.

Mr. Brooks currently serves
on our Audit Committee, Compensation Committee and Nominating and Corporate
Governance Committee.

Darrell B. Montgomerywas appointed as a Director
in April 2015. Mr. Montgomery brings nearly 25 years in operational management,
technology sales, mergers and acquisitions and consulting to the Company. He
began his business career at Gemini Consulting as a senior consultant leading
client teams in telecommunications, computer services, banking and retail in
both the United States and Europe. Next, Mr. Montgomery spent 20 years at Perot
Systems, which is now Dell Services. At Perots Management Consulting Group, he
worked with large enterprises as well as small companies principally focused on
strategy and IT infrastructure needs. Mr. Montgomery also served as Director of
Operations, Global Software Solutions and held a senior role in the Commercial
Solutions Group and then served as an Executive Director in charge of
establishing and leading the private equity channel. Mr. Montgomery earned a
B.S. in Engineering, with Distinction, from the U.S. Naval Academy and an MBA
from Harvard Business School. He formerly served on active duty as a United
States Marine Corps Officer.

His qualifications to serve
on the Board include, among other skills and qualifications, his significant
management and executive experience in the technology industry and his broad
range of management experiences.

Mr. Montgomery currently
serves on our Audit Committee, Compensation Committee and Nominating and
Corporate Governance Committee.

No director has any family
relationship with any other director or with any of the Companys executive
officers.

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EXECUTIVE OFFICERS

|                 |  |                                                                                        |  |         |  | Executive Officer
|---------------- |  | -------------------------------------------------------------------------------------- |  | ------- |  | -----------------
|**Executive**    |  | **Current Position
      with Company**                                                |  | **Age** |  | Since            
|Timothy P. Bacci |  | President and Chief Executive
    Officer                                              |  | 56      |  | 2013             
|Susan K. Conner  |  | Chief Financial Officer and Chief Operating
      Officer                              |  | 51      |  | 2013             
|Frank Verardi    |  | Vice President and General Manager, Gupta
      Technologies and Composer Technologies |  | 66      |  | 2001             

Timothy P. Baccihas served as our CEO since
January 2013. He brings more than 20 years of executive experience in private
and publicly traded companies. He joined the Board in 2009 and was appointed
Executive Chairman in 2012, our Interim CEO in January 2013 and was later
appointed President and CEO in September 2014. Mr. Bacci is the co-founder of
BlueLine Partners, a strategic opportunities fund which had more than $100
million in assets invested in small, publicly-traded, and undervalued healthcare
and IT companies. Since 2004, he has been a Managing Partner of BlueLine. Prior to BlueLine, he served in executive positions for
software companies, including serving as Chairman and Interim CEO of Instant802
Networks and CEO of siteROCK Corp. He was a co-founder of Vicinity Corporation,
which had a successful public offering in 2000 and was subsequently acquired by
Microsoft in 2002. Additionally, he has served as a consultant to several early
stage technology companies addressing areas relating to corporate strategy and
executive recruiting. Mr. Bacci holds a bachelors degree of science in
engineering from the United States Naval Academy and served as an officer on
active duty in the U.S. Navy as a fighter pilot.

Susan K. Connerwas appointed as our CFO in
May 2013 and assumed the additional role of Chief Operating Officer in June
2015. Ms. Conner is responsible for strategic financial oversight, professional
services, and customer support operations for the Company. With more than 25
years in executive leadership positions she excels at helping companies plan and
execute business strategies and navigate through significant change. Previously,
Ms. Conner was the CFO of Zix Corp., a publicly traded Software as a Service
(SaaS) company from October 2008 to August 2010. Prior to Zix Corp., Ms.
Conner was the CFO of Pegasus Solutions, Inc., from May 2001 to November 2006,
where she had oversight of the global financial functions and was responsible
for the operations and support teams for two financial product offerings.
Through May 2001, Ms. Conner was a Business Assurance Partner for
PricewaterhouseCoopers (PwC), advising companies on process improvement,
change management and business strategy as they worked through start-up issues,
high growth strategies, IPOs and merger and acquisitions. Prior to joining the
Company, she had most recently worked as an independent advisor to
privately-held companies on a variety of transactional, strategic, and financial
leadership engagements. Ms. Conner is a licensed Certified Public Accountant and
holds a bachelors degree in business administration and accounting from the
University of Texas at Austin.

Frank Verardiserved as the Vice President
and General Manager, Gupta Technologies and Composer Technologies, from April
2011 to May 2015 and was responsible for driving worldwide sales and the
day-to-day operations for the application development, database and migration
business. From May 2007 through April 2011, Mr. Verardi was the Vice President
of Sales for the Americas and Asia Pacific regions. From May 2005 to April 2007,
he served as Vice President and General Manager where he oversaw the sales and
marketing for Gupta Technologies and Composer Technologies products. From June
2003 to April 2005, he served as Vice President of Technical Services, and from
May 2001 to May 2003, he served as Vice President of Worldwide Sales and
Marketing. Prior to these positions, Mr. Verardi served in various management
positions, including Vice President of Worldwide Professional Services, Vice
President of Worldwide Product Delivery and Customer Support, and Director of
Client Services. Mr. Verardi joined the Company in August 1988. Prior to that,
Mr. Verardi held various positions with Computer Sciences Corporation, including
Director of Commercial Professional Services. Mr. Verardi received a bachelors
degree in computer science from California State University, Chico.

There are no family
relationships among any of the Companys executive officers and
Directors.

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SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS

Section 16(a) of the
Exchange Act requires our executive officers, Directors and persons who
beneficially own more than 10% of Daegis equity securities to file initial
reports of ownership and reports of changes in ownership with the SEC. Such
persons are required by SEC regulations to furnish us with copies of all Section
16(a) reports filed by them.

Timothy P. Bacci, our
President and CEO, affected a late Form 4 on December 22, 2014. Based solely
upon our review of such reports furnished to us and written representations from
certain reporting persons, we believe that all other filing requirements
applicable to our executive officers, Directors and more than 5% stockholders
for the fiscal year ended April 30, 2015 were met.

CORPORATE
GOVERNANCE

The Board

Our business is managed
under the direction of the Board. The Board currently consists of 5 members. The
names of our Board members, their professional experience and attributes are
described above under the caption DIRECTORS.

Board Leadership
Structure

The Board has determined
that the positions of Chairman of the Board and CEO should be held by different
individuals. In addition, the Board believes that the Chairman should not be an
employee of the Company. Since August 2004, the Board has been led by Mr. Steven
D. Whiteman, an independent non-executive chairman. The Chairman of the Board is
responsible for coordinating the Boards activities, including the scheduling of
meetings of the full Board, scheduling executive sessions of the non-employee
Directors (Independent Directors) and setting relevant items on the agenda (in
consultation with the CEO as necessary or appropriate). The CEO is responsible
for setting the strategic direction for the Company and the day to day
leadership and performance of the Company. The Board believes this leadership
structure has enhanced the Boards oversight of and independence from Company
management, the ability of the Board to carry out its roles and responsibilities
on behalf of our stockholders, and our overall corporate governance.

Attendance at Board
Meetings

Each of the current
Directors attended at least 75% of both the aggregate meetings of the Board and
its committees held, during periods in which that Director served on the Board
and those committees. During our last fiscal year, a total of 14 meetings, of
which 10 were telephonic, of the Board were held. Directors are encouraged to
attend our Annual Meeting of Stockholders. No Directors attended our 2014 Annual
Meeting of Stockholders.

Communication with the
Board

Stockholders who wish to
communicate with the Board or an individual Director may send a written
communication to the Board or such Director c/o Daegis Inc., 600 E. Las Colinas
Blvd., Suite 1500, Irving, Texas 75039, Attn: Corporate Secretary. Each
communication must set forth the name and address of the stockholder on whose
behalf the communication is sent and the number of shares of Company common
stock that are owned beneficially by such stockholder as of the date of the
communication. Each communication will be reviewed by our Corporate Secretary to
determine whether it is appropriate for presentation to the Board or such
Director, as applicable. Examples of inappropriate communications include
advertisements, solicitations or hostile communications. Communications
determined by the Corporate Secretary to be appropriate for presentation to the
Board or such Director will be submitted to the Board or such Director, as
applicable, on a periodic basis.

Role of the Board in
Risk Oversight

The Board oversees our
processes to manage risk at the Board and senior management levels. The Board
delegates much of this responsibility to the Audit Committee. Under its charter,
the Audit Committee discusses with management the Companys major financial risk
exposures and steps management has taken to limit, monitor or control such
exposure. While the Board and Audit Committee oversee our Companys risk
management, our senior management is responsible for the development,
implementation, and maintenance of our risk management processes and provides
periodic reports to the Board and its committees, as appropriate, on its
assessment of strategic, operational, legal and compliance, and financial
reporting risks to the Company. The Board and its committees, as appropriate,
review and consider the management reports provided on the Companys enterprise
risk and risk management strategy.

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Committees of the Board

Our Board has 3 standing
committees: Nominating and Corporate Governance Committee, Audit Committee, and
Compensation Committee. The Board also has a special committee, the Capital
Markets/Mergers & Acquisition Committee, which conducts business on an
as-needed basis. Each of our Independent Directors is a member of all of our
standing committees. These committees devote attention to specific subjects and
to assist our Board in discharging its business and risk oversight and
governance responsibilities. Each standing committees charter is available on
our website at www.daegis.com/about/investor-relations/corporate-governance.

Nominating and
Corporate Governance Committee

Our Nominating and
Corporate Governance Committee chair is Steven D. Whiteman. The Board has
determined that each member of the Nominating and Corporate Governance Committee
qualifies as independent in accordance with the NASDAQ Listing Rules. Under
its charter, the primary responsibilities include: (i) identifying individuals
qualified to become Board members; (ii) selecting, or recommending to the Board,
director nominees for each election of Directors; (iii) developing and
recommending to the Board criteria for selecting qualified director candidates;
(iv) considering committee member qualifications, appointment and removal; (v)
recommending corporate governance principles, codes of conduct and compliance
mechanisms applicable to the Company; and (vi) providing oversight in the
evaluation of the Board and each committee. As described below, the Nominating
and Corporate Governance Committee will consider nominees recommended by
stockholders. Stockholders who wish to recommend nominees for Director should
submit such recommendations to the Corporate Secretary of the Company at our
corporate office located at 600 E. Las Colinas Blvd, Suite 1500, Irving, TX
75039. Nominee recommendations to the Board from stockholders are considered
under the same criteria as a nominee recommended by the Board.

In identifying candidates
for membership on the Board, the Nominating and Corporate Governance Committee
takes into account all factors it considers appropriate, which may include
strength of character, conflict of interest, maturity of judgment, career
specialization, relevant skills, diversity and the extent to which a particular
candidate would fill a present need on the Board. The Nominating and Corporate
Governance Committee does not have a formal policy with regard to the
consideration of diversity in identifying director nominees. When identifying
director nominees, the Committee considers general principles of diversity, and
does so in the broadest sense. At a minimum, Director nominees must have
unimpeachable character and integrity, sufficient time to carry out their
duties, the ability to read and understand financial statements, experience at
senior levels in areas relevant to the Company and consistent with the objective
of having a diverse and experienced Board, the ability and willingness to
exercise sound business judgment, the ability to work well with others and the
willingness to assume the responsibilities required of a Director of the
Company.

Each nominee for Director
named herein was recommended to the Company by the Nominating and Corporate
Governance Committee.

The Nominating and
Corporate Governance Committee met twice during fiscal 2015.

Audit
Committee

Our Audit Committee chair
is Richard M. Brooks. The Board has determined that each of the members of our
Audit Committee is independent, as defined under and required by the federal
securities laws and the NASDAQ Listing Rules. The Board has determined that Mr.
Brooks qualifies as an audit committee financial expert under the federal
securities laws and that each member of the Audit Committee has the financial
sophistication required under the NASDAQ Listing Rules.

Our Audit Committee
oversees the accounting and financial reporting processes of our Company,
related controls, and oversees the external audit processes on behalf of the
Board. The Audit Committee also assists the Board in fulfilling its oversight
responsibilities by reviewing the financial information that is provided to
stockholders and others, and the Companys system of internal and external
controls regarding finance, accounting, legal compliance and ethics. The Audit
Committee oversees the independent auditors, including their independence and
objectivity. However, the committee members are not acting as professional
accountants or auditors, and their functions are not intended to duplicate or
substitute for the activities of management and the independent auditors. The
Audit Committee is empowered to retain independent legal counsel and other
advisors as it deems necessary or appropriate to assist the Audit Committee in
fulfilling its responsibilities, and to approve the fees and other retention
terms of the advisors.

The Audit Committee met on
eight occasions, of which four were telephonic, during fiscal 2015.

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Compensation
Committee

Until his date of
resignation, Tery R. Larrew served as the Chairman of our Compensation
Committee. On April 9, 2015, the Board appointed Robert M. Bozeman as our
Compensation Committee chair. The Board has determined that each member of the
Compensation Committee qualifies as independent, as defined under and required
by the federal securities laws and the NASDAQ Listing Rules. The Compensation
Committee establishes and reviews the Companys overall management compensation
philosophy and policies.

The Compensation Committee
operates under a written charter which establishes the primary responsibilities
as follows:

|● | Directly review and approve corporate goals and
      objectives relevant to the compensation of the Companys CEO and other
      executive officers, including annual and long-term performance goals and
      objectives;                                                                                                     
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | Evaluate the performance of the Companys CEO
      and other executive officers in light of those goals and objectives; and
      determine and approve the compensation of the CEO and other executive
      officers based on that evaluation, including incentive-based cash
      compensation and equity-based compensation;
|● | Review and authorize any employment,
      compensation, benefit or severance agreement with any executive officer
      (and any amendments or modifications thereto);                                                                                                                                                           
|● | Administer and oversee any equity-based stock
      awards under our stock compensation plans or programs as to which the
      Board has delegated such responsibility to the Committee; and                                                                                                                                     
|● | Review and make recommendations to the Board
      with respect to the Companys overall director compensation philosophy and
      policies.                                                                                                                                                                                     

The Compensation Committee has in the past, and
may in the future, delegate authority to review and approve the compensation of
our employees to certain of our executive officers, including with respect to
stock option grants issued under our Stock Option Plan. Even where the
Compensation Committee has not delegated authority, our executive officers
typically make recommendations to the Compensation Committee regarding
compensation to be paid to our employees and the size of stock options and stock
grants.

In its sole discretion, the
Compensation Committee has the authority to retain a compensation consultant.
During fiscal 2015, the Compensation Committee consulted with Compensia, Inc.,
an executive compensation advisory services firm, with regard to the
compensation related to the appointment of Timothy P. Bacci as CEO. In the first
quarter of fiscal 2016, the Compensation Committee engaged Compensia to provide
a competitive assessment of the Companys current and projected executive cash
compensation.

The Compensation Committee
met on four occasions during fiscal 2015.

Compensation Committee
Interlocks and Insider Participation

During fiscal 2015, the
Compensation Committee was composed entirely of Independent Directors. None of
the members of the Compensation Committee is or was, during fiscal 2015 or
previously, an officer or employee of our Company and none had any relationship
requiring disclosure under Item 404 of the SECs Regulation S-K. During fiscal
2015, none of our executive officers served as a member of a board of directors
or compensation committee of any other entity that had one or more executive
officers serving as a member of the Board or our Compensation Committee.

Code of Ethics

The Board has adopted a
Code of Ethics for Senior Officers (the Code) that establishes the standards
of ethical conduct applicable to all Directors, officers and employees of our
Company, including our CEO and senior financial officials. It is available on
our website at www.daegis.com/about/investor-relations/corporate-governance. The
Code affirms that we expect all Directors and employees to uphold our standards
of ethical behavior and compliance with the law and to avoid conflicts of
interest between the Company and their personal and professional affairs. It
establishes procedures for the confidential reporting of suspected violations of
the Code. It also sets forth procedures to receive, retain, and treat complaints
received regarding accounting, internal accounting controls, auditing or
compliance matters and to allow for the confidential and anonymous submission by
employees of concerns regarding questionable accounting, auditing or compliance
matters. Our Code of Ethics for Senior Officers also addresses conflicts between
the interests of our Directors or officers and our Company or its stockholders.
The Audit Committee is responsible for applying and interpreting the Code in
situations where questions are presented to it. Any waiver of our Code of Ethics
for Senior Officers must be approved by the Audit Committee, or the Board, as
applicable, and in compliance with applicable law.

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COMPENSATION OF
DIRECTORS

Each Independent Director
receives an annual cash retainer and may receive an annual stock option grant.
The compensation for each Independent Director is assessed by the other members
of the Board and is generally based upon the degree and quality of his/her
participation in Board activities. For the year ended April 30, 2015, 10,000
options to purchase shares of our common stock were awarded to Darrell B.
Montgomery as a new Director. No other options to purchase shares of our common
stock were awarded during the year ended April 30, 2015. The Company reimburses
expenses for the Directors' attendance at board and committee meetings. A
summary of the compensation for each Independent Director is included on the
following table.

|                               |  | Based Upon                                                                          |  | Annual Amount                          |  | How Paid                                                                                                                                               
|------------------------------ |  | ----------------------------------------------------------------------------------- |  | -------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|Annual Cash Retainer
      (1) |  | Board participation                                                                 |  | $25,000 in cash                        |  | $6,250 per quarter                                                                                                                                     
|                               |  | Committee participation                                                             |  | $11,000 in cash                        |  | $2,750 per quarter                                                                                                                                     
|Stock Option Grant
      (2)   |  | Board determination of award to be
      madepursuant to the 2010 Stock Option Plan |  | Up to 12,500 shares ofcommon
    stock |  | An option to purchase the
      Companys commonstock at fair market value at the date of
      grantwith a one-year vesting period (vesting
  monthly)

|(1) |  | Directors receive
      compensation for their participation or to chair a committee. These
      payments are paid in four quarterly payments. In addition to the fees paid
      for Board and committee participation, the Chairman of the Board is paid
      $7,000 annually; the Chairmen of the Audit and Compensation Committees are
      paid $4,000 annually; and the Chairman of the Nominating and Corporate
      Governance Committee is paid $2,000 annually.                                                                                                                                                             
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Directors can receive
      an annual stock option grant of up to 12,500 shares of Daegis common
      stock. Eligibility is determined by the Board and is based on several
      factors, including the financial performance of the Company, the
      Directors personal contribution to the Company and any other relevant
      factors or events. The stock option grant, if any, has historically been
      made in May of each year and the exercise price is equivalent to the fair
      market value of the stock at the time of the option grant. Any such option
      grant will vest monthly over a period of 12
months.

The Board reviews the
composition of the committees on a regular basis and may from time-to-time make
a determination that changes in the members serving on each committee, or
modifications for the compensation for work effort involved, may be warranted.

Director Compensation
Table

The following table sets
forth certain information with respect to our Independent Director compensation
during the fiscal year ended April 30, 2015.

|                          |  | **Fees Earned or** |   | Stock  |  | Option
|------------------------- |  | ------------------ | - | ------ |  | ------
|**Name**                  |  | **Paid in Cash**   |   | Awards |  | Awards
|Robert M. Bozeman         |  |                    | $ | 36,000 |  |       
|Richard M. Brooks         |  |                    | $ | 40,000 |  |       
|Tery
      R. Larrew (1)  |  |                    | $ | 40,000 |  |       
|Darrell B. Montgomery (2) |  |                    |   | -      |  |       
|Steven D. Whiteman        |  |                    | $ | 45,000 |  |       

|(1) |  | The Board accepted
      Mr. Larrews resignation on April 9, 2015.                                                                                                       
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | On April 9, 2015, the
      Board appointed Mr. Montgomery as a Director to fill the vacancy on the
      board until the Companys next Annual Meeting of
  Stockholders.

10

---



Director Outstanding
Equity Awards at April 30, 2015

The following table
summarizes the outstanding equity award holdings by non-employee Directors which
vest monthly over 12 months from the grant date.

|                      |  | **Number of Securities** |  | **Number of Securities** |  |                       |  |                   |  |                      
|--------------------- |  | ------------------------ |  | ------------------------ |  | --------------------- |  | ----------------- |  | ---------------------
|Executive             |  | **Underlying**           |  | **Underlying**           |  | Option Exercise Price |  | Option Grant Date |  | **Option Expiration**
|                      |  | Unexercised Options      |  | Unexercised Options      |  |                       |  |                   |  | Date                 
|                      |  | (Exercisable)            |  | (Unexercisable)          |  |                       |  |                   |  |                      
|                      |  | (#)                      |  | (#)                      |  | ($)                   |  |                   |  |                      
|Steven D. Whiteman    |  | 7,000                    |  | -                        |  | 2.1                   |  | 3/10/2006         |  | 3/10/2016            
|                      |  | 2,000                    |  | -                        |  | 2.55                  |  | 5/1/2007          |  | 5/1/2017             
|                      |  | 5,000                    |  | -                        |  | 6.4                   |  | 5/2/2008          |  | 5/2/2018             
|                      |  | 6,500                    |  | -                        |  | 2.6                   |  | 5/5/2009          |  | 5/5/2019             
|                      |  | 10,000                   |  | -                        |  | 3.56                  |  | 5/4/2010          |  | 5/4/2020             
|                      |  | 5,000                    |  | -                        |  | 2.9                   |  | 5/2/2011          |  | 5/2/2021             
|                      |  | 7,500                    |  | -                        |  | 1.92                  |  | 7/1/2011          |  | 7/1/2021             
|                      |  | 12,500                   |  | -                        |  | 1.4                   |  | 5/1/2012          |  | 5/1/2022             
|                     
|Robert M. Bozeman     |  | 4,000                    |  | -                        |  | 6.25                  |  | 1/14/2008         |  | 1/14/2018            
|                      |  | 5,000                    |  | -                        |  | 6.4                   |  | 5/2/2008          |  | 5/2/2018             
|                      |  | 6,500                    |  | -                        |  | 2.6                   |  | 5/5/2009          |  | 5/5/2019             
|                      |  | 10,000                   |  | -                        |  | 3.56                  |  | 5/4/2010          |  | 5/4/2020             
|                      |  | 5,000                    |  | -                        |  | 2.9                   |  | 5/2/2011          |  | 5/2/2021             
|                      |  | 7,500                    |  | -                        |  | 1.92                  |  | 7/1/2011          |  | 7/1/2021             
|                      |  | 12,500                   |  | -                        |  | 1.4                   |  | 5/1/2012          |  | 5/1/2022             
|                     
|Richard M. Brooks     |  | 5,000                    |  | -                        |  | 1.8                   |  | 8/1/2005          |  | 8/1/2015             
|                      |  | 2,000                    |  | -                        |  | 2.55                  |  | 5/1/2007          |  | 5/1/2017             
|                      |  | 5,000                    |  | -                        |  | 6.4                   |  | 5/2/2008          |  | 5/2/2018             
|                      |  | 6,500                    |  | -                        |  | 2.6                   |  | 5/5/2009          |  | 5/5/2019             
|                      |  | 10,000                   |  | -                        |  | 3.56                  |  | 5/4/2010          |  | 5/4/2020             
|                      |  | 5,000                    |  | -                        |  | 2.9                   |  | 5/2/2011          |  | 5/2/2021             
|                      |  | 7,500                    |  | -                        |  | 1.92                  |  | 7/1/2011          |  | 7/1/2021             
|                      |  | 12,500                   |  | -                        |  | 1.4                   |  | 5/1/2012          |  | 5/1/2022             
|                     
|Tery
      R. Larrew  |  | 2,000                    |  | -                        |  | 2.55                  |  | 5/1/2007          |  | 5/1/2017             
|                      |  | 5,000                    |  | -                        |  | 6.4                   |  | 5/2/2008          |  | 5/2/2018             
|                      |  | 6,500                    |  | -                        |  | 2.6                   |  | 5/5/2009          |  | 5/5/2019             
|                      |  | 10,000                   |  | -                        |  | 3.56                  |  | 5/4/2010          |  | 5/4/2020             
|                      |  | 5,000                    |  | -                        |  | 2.9                   |  | 5/2/2011          |  | 5/2/2021             
|                      |  | 7,500                    |  | -                        |  | 1.92                  |  | 7/1/2011          |  | 7/1/2021             
|                      |  | 12,500                   |  | -                        |  | 1.4                   |  | 5/1/2012          |  | 5/1/2022             
|                     
|Darrell B. Montgomery |  | -                        |  | 10,000                   |  | 0.83                  |  | 4/9/2015          |  | 4/8/2025             

Indemnification of
Officers and Directors

Our Certificate limits the
liability of our Directors to the maximum extent permitted by Delaware law.
Delaware law provides that a corporations certificate of incorporation may
contain a provision eliminating or limiting the personal liability of a Director
for monetary damages for breach of their fiduciary duties as Directors, except
for liability for: (i) any breach of their duty of loyalty to the corporation or
its stockholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) unlawful payments of
dividends or unlawful stock repurchases or redemptions as provided in Section
174 of the Delaware General Corporation Law; or (iv) any transactions from which
the Director derived an improper personal benefit. Our Bylaws call for us to
indemnify our Directors, executive officers, and trustees to the fullest extent
permitted by law. We believe that such indemnification covers negligence and
gross negligence. Our Bylaws also permit us to secure insurance on behalf of any
executive officer, Director, employee or other agent for any liability arising
out of his or her actions in such capacity (subject to certain exclusions),
regardless of whether the Bylaws permit indemnification.

11

---



ITEM 11. EXECUTIVE
COMPENSATION

SUMMARY OF OUR FISCAL
YEAR 2015 EXECUTIVE COMPENSATION

General

The Boards Compensation
Committee oversees the cash and non-cash compensation programs, as well as
benefit programs applicable to our executive officers and Directors. Our
Compensation Committee is composed entirely of Independent Directors.

The Compensation Committee
is responsible for establishing and approving our policies governing the
compensation for our executive officers, after discussion with our CEO as to his
direct reports. Consistent with NASDAQ requirements, our CEOs compensation is
determined solely by the Independent Directors, and the CEO does not participate
in those discussions or decisions.

We provide what we believe
is a competitive total compensation package to our executive management team
through a combination of base salary, an annual cash incentive plan, a long-term
equity incentive compensation plan (LTI) and broad-based benefits programs. We
place emphasis on pay for performance-based incentive compensation programs,
which make payments when certain Company earnings or revenue goals are achieved.
This Summary of Our Fiscal Year 2015 Executive Compensation explains our
compensation philosophy, policies and practices with respect to our CEO, and our
two most highly compensated officers as of our fiscal year end (collectively,
named executive officers, or NEOs).

The Objectives of Our
Executive Compensation Program

The primary goals of the
Compensation Committee with respect to executive compensation are to attract and
retain the most talented and dedicated executives possible, to tie annual and
long-term cash and equity incentives to achievement of specified performance
objectives, and to align executives incentives with stockholder value creation.
To achieve these goals, the Compensation Committee intends to implement and
maintain compensation plans that tie a substantial portion of the executives
overall compensation to our financial and operational performance, as measured
by metrics such as total revenue, revenue growth and profitability. The
Compensation Committee evaluates individual executive performance with a goal of
setting compensation at levels the Compensation Committee believes are
comparable with executives in other companies of similar size and stage of
development operating in the software industry while taking into account our
relative performance and strategic goals.

We use the following
principles to guide our decisions regarding executive compensation:

Allocation between
long-term and short-term compensation.

The short-term compensation
we currently pay consists of base salary and annual cash incentive compensation.
The long-term compensation consists entirely of stock awards or stock options
pursuant to our 2010 Stock Option Plan. The allocation between long-term and
short-term compensation is based on an analysis of how the enterprise software
industry and companies of similar size in the general technology market use
long-term incentives and short-term cash compensation to pay their executive
officers.

Allocation between
cash and non-cash compensation.

It is our intent to
allocate all short-term compensation in the form of cash and all long-term
compensation in the form of stock awards and/or stock options to purchase our
common stock. We consider competitive market analyses when determining the
allocation between cash and non-cash compensation.

Provide compensation
opportunities targeted at market median levels.

To attract and retain
executives with the ability and the experience necessary to lead us and deliver
strong performance to our stockholders, we strive to provide a total
compensation package that is competitive with total compensation provided by our
industry peer group. We benchmark our salary and target incentive levels and
practices as well as our performance results in relation to a peer group of
comparable general technology and enterprise software companies of similar size
in terms of revenue and market capitalization. We target base salaries and total
cash compensation to approximate the market median (50th percentile)
compensation level after taking into account individual responsibilities,
performance and experience. See Market Assessment of Executive Compensation
below.

12

---



Require financial
performance goals to be achieved in order for 80% of annual incentive
compensation to be earned.

Our executive compensation
program emphasizes pay for performance. Performance is measured based on the
achievement of Company financial and operational performance goals established
by the Board relative to the Board approved annual business plan. Our financial
and operational goals are established so the attainment of these goals is not
assured and will require significant effort on the part of our executives.

Offer a comprehensive
benefits package to all full-time employees.

We provide a competitive
benefits package to all full-time employees which includes health and welfare
benefits, such as medical, dental, vision care, disability insurance, life
insurance benefits, and a 401(k) Savings Plan. We have no structured executive
perquisite benefits (e.g., club memberships or company vehicles) for executive
officers, including the NEOs, and we currently do not provide any deferred
compensation programs or supplemental pensions to any executive officer,
including the NEOs.

Provide fair and
equitable compensation.

We provide a total
compensation program that we believe will be perceived by both our executive
officers and our stockholders as fair and equitable. In addition to conducting
analyses of market pay levels and considering individual circumstances related
to each executive officer, we also consider the pay of each executive officer
relative to each of the other executive officers and relative to other members
of the management team. We have designed our total compensation program to be
fair among our executive management team.

Our Executive
Compensation Program Elements

Overall, our executive
compensation program is designed to be consistent with the objectives and
principles set forth above. For each fiscal year, the Compensation Committee
will select, in its discretion, the executive officers of the Company or its
subsidiaries who are to participate in the Companys annual incentive plans. The
Compensation Committee will establish the terms and conditions applicable to any
award granted under the plan and a participant will be eligible to receive an
award under the plan in accordance with such terms and conditions. Awards will
be paid in whole or in part in cash, common stock or other property and will
generally be paid in the first quarter following completion of a given fiscal
year. The basic elements of our executive compensation program are summarized
below:

Base Salary.Base salaries for our executives
are established based on the scope of their responsibilities, taking into
account competitive market compensation paid by other companies to executives in
similar positions. Consistent with our compensation philosophy, we generally
believe executive base salaries should be targeted near the median of the range
of salaries for executives in similar positions with similar responsibilities at
comparable companies. Base salaries are reviewed periodically, and adjusted from
time to time to realign salaries with market levels after taking into account
individual responsibilities, performance and experience.

Incentive Compensation
Plan.The Company, as approved by
the Compensation Committee, maintains an annual Incentive Compensation Plan (the
Incentive Plan) such that executives of the Company can receive an incentive
compensation payment based on the achievement of pre-defined objectives. Each
participant in the Incentive Plan has a target Incentive Plan opportunity for
the fiscal year based on a percentage of base salary. The primary objective of
the Incentive Plan is to compensate executives for achieving Company financial
goals. In addition, during fiscal year 2015, the Incentive Plan included a
discretionary bonus component which accounted for 20% of the NEOs Incentive
Plan opportunity. For fiscal 2015, the financial goal performance target for the
executive officers was based on overall Company revenue and Adjusted EBITDA. The
term Adjusted EBITDA was defined as earnings before interest, taxes,
depreciation, amortization and stock compensation expense. For fiscal 2015, 80%
of each NEOs Incentive Compensation Plan opportunity was based upon achievement
of these financial goals.

The Compensation Committee
retains negative discretion to cancel, reduce, modify or eliminate performance
payments under the Incentive Plan as it deems necessary. For fiscal 2015, the
Company did not meet the financial goals necessary for payout under the
financial portion of the Incentive Plan. In addition, the Committee determined
not to award any discretionary bonus for fiscal 2015. As a result, no Incentive
Plan payout was awarded for fiscal 2015.

Long-Term Equity
Incentive Program.We believe
long-term performance is achieved through an ownership culture that encourages
such performance by our executive officers through the use of stock and
stock-based awards. Our stock compensation guidelines have been established to
provide certain of our employees, including our executive officers, with
incentives to help align those employees interests with the interests of
stockholders. The Compensation Committee believes that the use of stock and
stock-based awards is a significant component in enabling the Company to achieve
its long-term performance goals. All stock awards are made at the direction of
the Compensation Committee.

13

---



Options and Stock
Awards.Our 2010 Stock Plan
authorizes the Compensation Committee to grant options to purchase shares of
common stock to our employees, directors and consultants. Our Compensation
Committee provides oversight to management in their role as the administrator of
the 2010 Stock Plan. Stock option grants are made at the commencement of
employment and, occasionally, following a significant change in job
responsibilities or to meet other special retention or performance objectives.
Stock option grants may also make up part of the annual compensation package for
our named executive officers. The Compensation Committee reviews and approves
stock option awards to executive officers based upon a review of competitive
compensation data, its assessment of individual performance, a review of each
executives existing long-term incentives, and retention considerations.
Periodic stock option grants are made at the discretion of the Compensation
Committee to eligible employees and, in appropriate circumstances, the
Compensation Committee considers the recommendations of members of management.
In fiscal 2015, two named executive officers were awarded a stock option grant
pursuant to their respective employment agreements in the amounts indicated in
the Summary Compensation Table for Fiscal Year 2015. No other options or stock
awards were made to NEOs in fiscal 2015.

Other Compensation.In accordance with our
compensation philosophy, the Compensation Committee may, in its discretion,
revise, amend or authorize any changes to an executive officers compensation or
benefits as deemed necessary.

Retirement Savings
Opportunity.The Company
maintains a 401(k) employee retirement savings plan. Eligible employees may
contribute up to 100% of their pre-tax salary but not more than statutory
limits. We match a portion of employee contributions, currently 50% of the first
6% of compensation deferred, which vests immediately. We do not provide an
option for our employees to invest in our common stock in the 401(k) plan.

Health and Welfare
Benefits.All full-time
employees, including our named executive officers, may participate in our health
and welfare benefit programs, including medical, dental and vision care
coverage, disability insurance and life insurance.

Market Assessment of
Executive Compensation

Our Compensation Committee
determines the compensation for our CEO, including his base salary, cash bonus
incentives and equity incentives. For all other executive officers, the
Compensation Committee meets with our President and CEO, Mr. Bacci, who reviews
each executive officers performance with the Compensation Committee and makes
recommendations to the Compensation Committee with respect to any proposed
changes to the executives base salary, cash bonus incentives and equity
incentives. When assessing the annual compensation elements for our executive
officers, the Compensation Committee considers the Companys corporate strategy,
the annual performance of the executive officer, the importance of the executive
position to the Company, the existing salary and awards of the executive
officer, the expected contributions to be made by the executive officer in the
upcoming fiscal year and any other factors the Committee deems appropriate. The
Compensation Committee also reviews the analyses and recommendations of the
executive compensation consultant retained by the Compensation Committee. After
considering the relevant information, the Compensation Committee establishes the
annual compensation package for our executive officers.

In November 2014, the
Compensation Committee consulted with Compensia, Inc. (Compensia), an
executive compensation advisory services firm, to provide guidance with regard
to the appointment of Timothy P. Bacci as CEO. In July 2015, the Compensation
Committee engaged Compensia to provide guidance on current industry best
practices and compensation market data for our named executive officers based on
a database of companies with comparable revenue and market capitalization in our
industry.

Risk Considerations

The Compensation Committee
reviewed with management the design and operation of our compensation programs
for all employees, including executive officers, for the purpose of determining
whether such programs might encourage inappropriate risk-taking that could have
a material adverse effect on the Company. After conducting its evaluation, the
Compensation Committee does not believe that any of the Companys compensation
policies or practices creates risks that are reasonably likely to have a
material adverse effect on the Company.

14

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Tax Deductibility of
Executive Compensation

Limitations on
deductibility of compensation exist under Section 162(m) of the Code which
generally limits the tax deductibility of compensation paid by a public company
to its CEO and certain other highly compensated executive officers to $1 million
in the year the compensation becomes taxable to the executive officer. There is
an exception to the limit on deductibility for performance-based compensation
that meets certain requirements. It is the policy of the Compensation Committee
to periodically evaluate the qualification of compensation for exclusion from
the $1 million deduction limit under Section 162(m) of the Code, while
maintaining flexibility to take actions with respect to compensation that it
deems to be in the interest of the Company and our stockholders which may not
qualify for tax deductibility.

SUMMARY COMPENSATION
TABLE FOR FISCAL YEAR 2015

The following table sets
forth information for the last two years compensation paid to or earned by our
President and CEO, and our two other most highly compensated executive officers,
during the fiscal years ended April 30, 2015 and 2014.

|                                              |  |          |  |                |  |              |  | **Stock**            |  | **Option**           |  | **Non-Equity Incentive**        |  | **All Other**    |  |          
|--------------------------------------------- |  | -------- |  | -------------- |  | ------------ |  | -------------------- |  | -------------------- |  | ------------------------------- |  | ---------------- |  | ---------
|Name and Principal Position                   |  | **Year** |  | **Salary (1)** |  | **Bonus**    |  | **Awards
      (2)** |  | **Awards
      (3)** |  | **Compensation Plan
      (4)** |  | **Compensation** |  | **Total**
|Timothy P. Bacci
      (i)                    |  |          |  |                |  |              |  |                      |  |                      |  |                                 |  |                  |  |          
|President &                                   |  | 2015     |  | $187,500       |  | -            |  | -                    |  | $315,142 (5)         |  | -                               |  | $247,333 (6)     |  | $749,975 
|Chief
      Executive Officer                 |  | 2014     |  | -              |  | -            |  | -                    |  | -                    |  | -                               |  | $406,000 (6)     |  | $406,000 
|                                             
|**Susan Conner**(ii)                          |  |          |  |                |  |              |  |                      |  |                      |  |                                 |  |                  |  |          
|Chief Financial Officer
      &               |  | 2015     |  | $270,000       |  | -            |  | -                    |  | $58,229 (7)          |  | -                               |  | $5,450 (8)       |  | $333,679 
|Chief Operating
    Officer                   |  | 2014     |  | $251,654       |  | $23,200 (9)  |  | -                    |  | $72,945 (10)         |  | $16,100 (11)                    |  | $5,063 (8)       |  | $368,962 
|                                             
|**Frank Verardi**(iii)                        |  |          |  |                |  |              |  |                      |  |                      |  |                                 |  |                  |  |          
|Vice
      President & General Manager, Gupta |  | 2015     |  | $182,083       |  | -            |  | -                    |  | -                    |  | -                               |  | $5,308 (8)       |  | $186,377 
|Technologies and Composer
      Technologies  |  | 2014     |  | $182,083       |  | $15,900 (12) |  | -                    |  | -                    |  | $40,500 (13)                    |  | $4,294 (8)       |  | $242,777 

(i)Mr. Bacci was appointed the Interim
CEO in January 2013 and later appointed President & CEO in September
2014.(ii) Ms. Conner was appointed in May 2013, and later assumed
the role of COO in June 2015.(iii) In May 2015, Mr. Verardi
retired from the Company.

|(1) |  | Includes amounts, if
      any, deferred at the NEOs election under our 401(k) Savings
    Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | No stock awards have
      been granted in the last two fiscal years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|(3) |  | The amounts in this
      column equal the grant date fair value of each award as computed in
      accordance with Financial Accounting Standards Board Accounting Standards
      Codification Topic 718  Stock Compensation. A discussion of the
      assumptions used in calculating the grant date fair value of these stock
      options can be found in Note 9 to the Consolidated Financial Statements in
      the Companys Annual Report on Form 10-K for the fiscal year ended April
      30, 2015 under the heading Stock-Based Compensation. Amounts shown
      reflect accounting expenses and do not reflect whether the recipient has
      actually realized a financial benefit from the awards.
|   
|(4) |  | Represents incentive
      compensation earned and paid pursuant to the Companys Incentive
      Compensation Plan. In November 2013, the Compensation Committee determined
      that, based on the significant realignment changes taking place in the
      Company and performance to date, the Adjusted EBITDA performance goals
      should be reduced, but that the revenue goals would remain
      unchanged.                                                                                                                                                                                                                                                                                                  
|   
|(5) |  | Represents stock
      options for 655,378 shares granted on December 10, 2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(6) |  | Represents the
      amounts paid for Interim CEO consulting fees to Mr.
  Bacci.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

15

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|(7)  |  | Represents stock
      options for 81,922 shares granted on May 28, 2014.                                                                                                                                                                                                                                                                                   
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(8)  |  | Represents the
      Companys matching contributions under its 401(k) Savings
  Plan.                                                                                                                                                                                                                                                                      
|    
|(9)  |  | Ms. Conner earned a
      $23,200 discretionary payment pursuant to the Companys 2014 Incentive
      Compensation Plan.                                                                                                                                                                                                                                   
|    
|(10) |  | Represents stock
      options for 150,000 shares granted on May 29, 2013.                                                                                                                                                                                                                                                                                  
|    
|(11) |  | Ms. Conner earned an
      Annual Incentive Award equal to $16,100. This reflected achievement of 0%
      of the corporate revenue target and 43% of the corporate Adjusted EBITDA
      target, and the Compensation Committees exercise of discretion to reduce
      the actual bonus paid by 15%.                                                     
|    
|(12) |  | Mr. Verardi earned a
      $15,900 discretionary payment pursuant to the Companys 2014 Incentive
      Compensation Plan.                                                                                                                                                                                                                                  
|    
|(13) |  | Mr. Verardi earned a
      $40,500 Annual Incentive Award payout. This reflected achievement of 43%
      of the corporate Adjusted EBITDA target, 63% of his divisions revenue
      target, and 84% of his divisions Adjusted EBITDA target, and the
      Compensation Committees exercise of discretion to reduce the actual bonus
      paid by 15%.

Executive Employment and
Severance Agreements

Effective December 10,
2014, the Board entered into an executive employment agreement with our
President and CEO, Timothy P. Bacci. The employment agreement provides for base
salary equal to $450,000, subject to increase from time to time, an annual
incentive bonus opportunity equal to 50% of his current base salary, the grant
of a stock option upon his initial employment for 655,378 shares; and, subject
to certain limitations based upon the option pool available, the grant of a
stock option equal to 1% of the then outstanding number of shares or 164,000
shares, whichever is greater, upon the one-year anniversary of his employment.
The options vest 50% on the first anniversary date of the grant and the
remaining 50% vest monthly over a 36 month period. Mr. Bacci is entitled to
severance pay equal to 12 months of his base salary and the reimbursement of
medical premiums for twelve months if his employment is terminated by the
Company other than for cause or if he resigns employment for good reason. If
his termination occurs within 12 months following a change in control, he will
also be provided an additional payment equal to his maximum incentive
compensation for the fiscal year of the termination, and any stock options would
become fully vested and exercisable as of the date of termination.

We have entered into an
executive employment agreement with our CFO, Susan K. Conner. The employment
agreement provides for base salary equal to $270,000, subject to increase from
time to time, an annual incentive bonus opportunity equal to 50% of her current
base salary, the grant of a stock option upon her initial employment for 150,000
shares, and the grant of a stock option for 81,922 shares upon the one-year
anniversary of her employment which represented 0.5% of the Companys
then-outstanding common stock. The options vest over a period of four years. Ms.
Conner is entitled to severance pay equal to 12 months of her base salary and
the reimbursement of medical premiums for twelve months if her employment is
terminated by the Company other than for cause, or if she resigns employment
for good reason, or the Company elects to terminate her employment within
months following a change in control. In the event of a termination following
a change in control, she will also be provided an additional payment equal to
her maximum incentive compensation for the fiscal year of the termination, and
any stock options would become fully vested and exercisable as of the date of
termination.

We also have entered into a
severance agreement with our Vice President and General Manager, Gupta
Technologies and Composer Technologies, Frank Verardi. The severance agreement
provides for payment to Mr. Verardi of six months of his base salary and the
reimbursement for medical premiums for six months if his employment is
terminated by the Company other than for cause or as a result of a change in
control.

Change of Control

Under our 2001 and 2010
Stock Option Plans, should we merge with or otherwise be acquired by another
company in a transaction where our stockholders do not retain a majority of the
voting stock, such event would constitute a Change of Control. If there is a
Change of Control and the successor company fails to either assume the
outstanding options or substitute substantially equivalent options in its own
stock, the Compensation Committee, in its discretion may, (i) accelerate the
vesting of all outstanding options and the options would then become immediately
exercisable, or (ii) cash-out the vested shares, and unvested shares if so
determined by the Compensation Committee. Any outstanding options will terminate
if they are not exercised upon consummation of the merger or assumed or replaced
by the successor corporation.

16

---



Outstanding Equity
Awards at April 30, 2015

The following table
summarizes the outstanding equity award holdings by our named executive
officers.

|                       |  | Number of Securities   |  | Number of Securities    |  |                       |  |                   |  |                       
|---------------------- |  | ---------------------- |  | ----------------------- |  | --------------------- |  | ----------------- |  | ----------------------
|Executive              |  | Underlying Unexercised |  | Underlying Unexercised  |  | Option Exercise Price |  | Option Grant Date |  | Option Expiration Date
|                       |  | Options (Exercisable)  |  | Options (Unexercisable) |  |                       |  |                   |  |                       
|                       |  | (#)                    |  | (#)                     |  | ($)                   |  |                   |  |                       
|Timothy P.
      Bacci |  | 8,000                  |  | -                       |  | 3.46                  |  | 8/20/2009 (1)     |  | 8/20/2019             
|                       |  | 10,000                 |  | -                       |  | 3.56                  |  | 5/4/2010 (1)      |  | 5/4/2020              
|                       |  | 5,000                  |  | -                       |  | 2.9                   |  | 5/2/2011 (1)      |  | 5/2/2021              
|                       |  | 7,500                  |  | -                       |  | 1.92                  |  | 7/1/2011 (1)      |  | 7/1/2021              
|                       |  | 12,500                 |  | -                       |  | 1.4                   |  | 5/1/2012 (1)      |  | 5/1/2022              
|                       |  | -                      |  | 655,378                 |  | 0.72                  |  | 12/10/2014 (2)    |  | 12/10/2024            
|                      
|Susan K. Conner        |  | 71,875                 |  | 78,125                  |  | 1.1                   |  | 5/29/2013 (3)     |  | 5/29/2023             
|                       |  | -                      |  | 81,922                  |  | 1.28                  |  | 5/27/2014 (3)     |  | 5/27/2024             
|                      
|Frank
      Verardi    |  | 4,000                  |  | -                       |  | 2.3                   |  | 2/2/2005 (3)      |  | 2/2/2015              
|                       |  | 22,500                 |  | -                       |  | 2.6                   |  | 5/5/2009 (3)      |  | 5/5/2019              
|                       |  | 22,500                 |  | -                       |  | 3.56                  |  | 5/4/2010 (3)      |  | 5/4/2020              
|                       |  | 8,812                  |  | 188                     |  | 2.9                   |  | 5/2/2011 (3)      |  | 5/2/2021              
|                       |  | 9,492                  |  | 633                     |  | 1.92                  |  | 7/1/2011 (3)      |  | 7/1/2021              
|                       |  | 25,520                 |  | 9,480                   |  | 1.4                   |  | 5/1/2012 (4)      |  | 5/1/2022              

|(1) |  | Represents stock
      options which vest monthly over 12 months from the grant
date.                                                                                                            
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Represents stock
      options which vest 50% after 12 months from the date of grant, and the
      remaining 50% vest monthly thereafter through the fourth anniversary of
      the grant date.
|   
|(3) |  | Represents stock
      options which vest 25% after 12 months from the date of grant, and the
      remaining 75% vest monthly thereafter through the fourth anniversary of
      the grant date.
|   
|(4) |  | Represents stock
      options which vest monthly over 24 months from the grant
  date.                                                                                                          

17

---



ITEM 12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Section 16(a) of the
Exchange Act requires our executive officers, Directors and persons who
beneficially own more than 10% of Daegis equity securities to file initial
reports of ownership and reports of changes in ownership with the SEC. Such
persons are required by SEC regulations to furnish us with copies of all Section
16(a) reports filed by them.

Timothy P. Bacci, our
President and CEO, affected a late Form 4 on December 22, 2014. Based solely
upon our review of such reports furnished to us and written representations from
certain reporting persons, we believe that all other filing requirements
applicable to our executive officers, Directors and more than 5% stockholders
for the fiscal year ended April 30, 2015, were met.

The following table sets
forth certain information as of June 30, 2015 (unless otherwise indicated), with
respect to the beneficial ownership of our common stock by: (i) each member of
the Board; (ii) each of our NEOs; (iii) all of our Directors and executive
officers as a group; and (iv) each stockholder who is known to us to own
beneficially more than 5% of our outstanding common stock.

|                                                                  |  | Common Shares
      Owned
|----------------------------------------------------------------- |  | -------------------------
|                                                                  |  | Number of Shares         
|                                                                  |  | of Common Stock          
|Name and Address of
      Beneficial Owner(1)                     |  |                          
|Directors                                                         |  |                          
|Steven D. Whiteman (2)                                            |  | 90,448                   
|Robert M. Bozeman (3)                                             |  | 75,500                   
|Richard M. Brooks (4)                                             |  | 60,200                   
|Darrell B. Montgomery (5)                                         |  | 3,333                    
|                                                                 
|Executive
      Officers                                          |  |                          
|Timothy P. Bacci (6) (7)                                          |  | 3,230,612                
|Susan K. Conner (8)                                               |  | 174,286                  
|Frank Verardi                                                     |  | 49,389                   
|All Directors and
      Executive Officers as a Group (7 persons) |  | 3,683,768                
|                                                                 
|5% Stockholders                                                   |  |                          
|                                                                 
|BlueLine Partners, LLC (6)                                        |  | 3,187,077                
|Norman H. Pessin & Sandra F. Pessin
    (9)                       |  | 2,057,991                
|The
      Jensen Revocable Trust (10)                             |  | 1,236,634                

|    |  | * Less than
    1%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) |  | The percentage of
      shares beneficially owned is based on 16,384,444 shares of common stock
      outstanding as of June 30, 2015. Beneficial ownership is determined in
      accordance with the rules of the SEC. In computing the number of shares
      beneficially owned by a person and the percentage ownership of that
      person, shares of common stock subject to options or warrants held by that
      person that are currently exercisable, or will become exercisable within
      60 days of June 30, 2015, are deemed outstanding. Such shares, however,
      are not deemed outstanding for purposes of computing the percentage
      ownership of any other person. Except as indicated in the footnotes to
      this table, the persons named in the table have sole voting and investment
      power with respect to all shares of common stock shown as beneficially
      owned by them, subject to community property laws where applicable. Unless
      otherwise indicated, the beneficial owner in the table may be contacted in
      care of Daegis Inc., 600 E. Las Colinas Boulevard, Suite 1500, Irving, TX
      75039.
|   
|(2) |  | Includes 55,500
      shares that Mr. Whiteman has the right to acquire under outstanding stock
      options that are currently exercisable or that become exercisable within
      60 days of June 30, 2015.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(3) |  | Includes 50,500
      shares that Mr. Bozeman has the right to acquire under outstanding stock
      options that are currently exercisable or that become exercisable within
      60 days of June 30, 2015.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|(4) |  | Includes 53,500
      shares that Mr. Brooks has the right to acquire under outstanding stock
      options that are currently exercisable or that become exercisable within
      60 days of June 30, 2015.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(5) |  | Includes 3,333 shares
      that Mr. Montgomery has the right to acquire under outstanding stock
      options that are currently exercisable or that become exercisable within
      60 days of June 30, 2015.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|(6) |  | BlueLine Capital, LLC
      is the investment manager for a variety of private investment funds and is
      based in California. Mr. Timothy P. Bacci and Mr. Scott Shuda are the
      Managing Directors of BlueLine Partners, LLC and they manage BlueLine
      Capital Partners, L.P., BlueLine Capital Partners II, L.P., BlueLine
      Capital Partners III, L.P., BlueLine Capital Partners LLC, and BlueLine
      Capital Partners II, LLC. Mr. Bacci also directly owns 3,887 shares. See
      note (7) below. As reported in Schedule 13D/A filed on March 24, 2011,
      BlueLine Partners, LLC 3480 Buskirk Avenue, Suite 214, Pleasant Hill,
      California 94523, has shared voting and dispositive power to such
      shares.                                                                                                                                                                                                                                                                                                                                                                                                                 

18

---



|(7)  |  | Includes 43,000
      shares that Mr. Bacci has the right to acquire under outstanding stock
      options that are currently exercisable or that become exercisable within
      60 days of June 30, 2015. Includes 3,187,077 shares beneficially owned as
      a managing director of BlueLine Capital, LLC.                                                                                                                                                                                                                                                                                                                                                  
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(8)  |  | Includes 109,976
      shares that Ms. Conner has the right to acquire under outstanding stock
      options that are currently exercisable or that become exercisable within
      60 days of June 30, 2015.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|(9)  |  | As reported in
      Schedule 13D filed on December 19, 2013, Mr. Norman H. Pessin and Ms.
      Sandra F. Pessin, 366 Madison Avenue, 14th Floor, New York, NY 10017, are
      private investors and have sole voting and dispositive power over
      2,006,056 and 51,935 shares, respectively.                                                                                                                                                                                                                                                                                                                                                              
|    
|(10) |  | Mr. Kurt A. Jensen
      beneficially owns The Jensen Revocable Trust along with his wife, Ms.
      Carolyn L. Jensen, who collectively are co-settlors, co-trustees, and
      co-beneficiaries of The Jensen Revocable Trust, 1344 Adams St., Saint
      Helena, CA 94574. As reported in Schedule 13D filed on February 5, 2013,
      Mr. Kurt A. Jensen and Ms. Carolyn L. Jensen share voting and investment
      power over all the foregoing shares. These shares were issued as part of
      the Companys acquisition of Daegis in June 2010. Mr. Jensen had been the
      president and CEO of Strategic Office Solutions, Inc. (dba
    Daegis).

ITEM 13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Amounts Due from
Officers, Directors and Principal Stockholders.

We have made no loans to
executive officers, Directors, stockholders or other affiliates. Any such loan
must be approved by a majority of those Board members who are independent of and
have no interest in the transaction.

On June 30, 2011, the
Company completed a $4.0 million private placement which included the issuance
of 1,666,667 shares of preferred stock to BlueLine Capital, LLC. The preferred
stock included an annual dividend of 10% payable in cash or stock, at the
Companys option. The preferred stock automatically converted on a 1-for-1 basis
into shares of common stock of the Company on June 30, 2013. The preferred stock
had no other preferences. One of our Board members and our President and CEO,
Timothy P. Bacci, is a managing director of BlueLine Partners.

During fiscal 2013, the
Board requested Mr. Timothy P. Bacci to review various operational, sales and
marketing functions within the Company and to provide related recommendations to
the Company based on the results of this review. For these services, until being
appointed the Interim CEO, Mr. Bacci earned $180,000 in fiscal 2013. His current
fee arrangement as President and CEO is discussed under Executive Employment
and Severance Agreements.

Director
Independence.

Four of our five Directors
are independent under the NASDAQ Listing Rules. Only Mr. Bacci, our President
and CEO, is not considered independent under such rules.

19

---



ITEM 14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES

INDEPENDENT PUBLIC
ACCOUNTANTS

General

Whitley Penn LLP (Whitley
Penn) has been selected by the Audit Committee as our independent registered
accounting firm for fiscal years ended April 30, 2016 and 2015. During fiscal
2014, our Audit Committee requested management solicit proposals from several
independent registered accounting firms for professional services related to the
audit of our financial statements. On January 13, 2014, the Audit Committee
engaged Whitley Penn as our independent registered public accounting firm to
audit our financial statements commencing with the fiscal year ended April 30,
2014. On January 13, 2014, we also notified Grant Thornton LLP (Grant
Thornton), our independent auditors for the fiscal year ended April 30, 2013,
of our election to dismiss Grant Thornton as our independent registered public
accounting firm.

A representative of Whitley
Penn is expected to be present at the 2015 Annual Meeting. Such representative
will have the opportunity to make a statement if such representative desires to
do so, and such representative is expected to be available to respond to
appropriate questions.

Grant Thorntons report on
our consolidated financial statements for the fiscal year ended April 30, 2013
did not contain an adverse opinion or a disclaimer of opinion, nor did Grant
Thornton qualify or modify its opinion as to uncertainty, audit scope or
accounting principles. During the year ended April 30, 2013, and through January
13, 2014, we had no disagreement with Grant Thornton on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedures, which disagreements, if not resolved to Grant Thorntons
satisfaction, would have caused Grant Thornton to make reference to the subject
matter of disagreement in their reports on our consolidated financial
statements; or reportable events, as described under Item 304(a)(1)(v) of
Regulation S-K. The material weakness in our internal control over financial
reporting described in our filings with the SEC containing the above-referenced
financial statements related to our contract modification process. Grant
Thornton agreed with the foregoing disclosures as evidenced by their letter
addressed to the SEC, which was filed with our Current Report on Form 8-K, dated
January 17, 2014.

During the year ended April
30, 2013, and through January 13, 2014, Whitley Penn was not engaged as an
independent accountant to audit either our financial statements or those of any
of our subsidiaries, nor have we or anyone acting on our behalf consulted with
Whitley Penn regarding either: (i) the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on our financial statements; or (ii) any matter
that was the subject of a disagreement or reportable event as set forth in Item
304(a)(2)(ii) of Regulation S-K.

20

---



Fees Paid to Independent
Public Accountants

The following is a summary
of professional fees billed to us by Whitley Penn and Grant Thornton for the
years ended April 30, 2015 and April 30, 2014:

|                       |  | Whitley Penn |         | Grant Thornton
|---------------------- |  | ------------ | ------- | --------------
|                       |  | 2015         |         | 2014          
|Audit Fees (1)         |  | $            | 148,458 |               
|Audit-Related Fees (2) |  |              | -       |               
|Tax
      Fees         |  |              | -       |               
|All
      Other Fees   |  |              | -       |               
|Total Fees             |  | $            | 148,458 |               

|(1) |  | The audit fees for
      fiscal years 2015 and 2014 represent the amounts billed to the Company for
      services rendered during the fiscal year, even if the auditor did not bill
      the Company for those services until after the end of the fiscal year. In
      accordance with the SECs definitions and rules, audit fees represent fees
      for professional services for the audit of the Companys consolidated
      financial statements included in our annual report on Form 10-K, for the
      review of the Companys unaudited consolidated financial statements
      included in our quarterly reports on Form 10-Q, and for the review of
      registration statements and issuance of consents for services that are
      normally provided by the accountant in connection with statutory and
      regulatory filings.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Audit-related fees
      are billings for assurance and related services that were reasonably
      related to the performance of the audit or review of our consolidated
      financial statements, including attestation services that are not required
      by statute or regulation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

Pre-Approval Policies
and Procedures

In order to assure that the
provision of services does not impair the auditors independence, the Audit
Committee has adopted a policy that requires advance approval of all audit,
audit-related, tax services, and other services performed by Whitley Penn. The
policy provides for pre-approval by the Audit Committee of specifically defined
audit and non-audit services. Unless the specific service has been pre-approved
with respect to that year, the Audit Committee must approve the permitted
service before the independent auditor is engaged to perform it. Such services
are reviewed on at least an annual basis and may be from time-to-time revised.
All of the services provided by the independent auditor in fiscal 2015 and 2014
were pre-approved.

21

---



INDEX TO EXHIBITS

|        |      |                                                                                                                                                                                                            |      | Incorporated by Reference |      |          
|------- | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ------------------------- | ---- | ---------
|Exhibit |      |                                                                                                                                                                                                            |      |                           |      |          
|Number  | **** | Exhibit
      Description                                                                                                                                                                                  | **** | Form                      | **** | File No. 
|2.1     |      | Agreement and Plan of Merger, dated April
      16, 2009, by and among Unify, UCAC, Inc., a Delaware corporation and
      wholly owned subsidiary of Unify,and AXS-One Inc., a Delaware
      corporation |      | 8-K                       |      | 001-11807
|2.2     |      | Agreement and Plan of Merger, dated June 29, 2010,by and among Unify Corporation, Unify
      AcquisitionCorp., and Strategic
      Office Solutions, Inc. (dbaDaegis)                                     |      | 8-K                       |      | 001-11807
|3.1     |      | Restated Certificate of Incorporation of the
      Company                                                                                                                                                 |      | S-1                       |      | 333-03834
|3.2     |      | Amendment to Restated Certificate of Incorporation of the
      Company                                                                                                                                    |      | 10-K/A                    |      | 001-11807
|3.3     |      | Amended and Restated Bylaws of the
      Company                                                                                                                                                           |      | 8-K                       |      | 001-11807
|3.4     |      | Certificate of Ownership and Merger                                                                                                                                                                        |      | 8-K                       |      | 001-11807
|4.1     |      | Form of Stock Certificate                                                                                                                                                                                  |      | S-1/A                     |      | 333-03834
|4.2     |      | Registration Rights Agreement dated November 20, 2006                                                                                                                                                      |      | 8-K                       |      | 001-11807
|4.3     |      | Form of 2006 Warrants                                                                                                                                                                                      |      | 10-K/A                    |      | 001-11807
|4.4     |      | Special Situations Stock Purchase Agreement dated April 23,
      2004                                                                                                                                     |      | 10-K                      |      | 001-11807
|4.5     |      | Special Situations Registration Rights
      Agreement dated April 23, 2004                                                                                                                                |      | 10-K                      |      | 001-11807
|4.6     |      | Form of 2009 Warrants                                                                                                                                                                                      |      | 10-K                      |      | 001-11807
|4.7     |      | Registration Rights Agreement dated June 29,
      2010                                                                                                                                                    |      | 8-K                       |      | 001-11807
|4.8     |      | Form of 2010 Warrant                                                                                                                                                                                       |      | 8-K                       |      | 001-11807
|4.9     |      | Form of Subordinated Indemnity
Note                                                                                                                                                                        |      | 8-K                       |      | 001-11807
|4.10    |      | Form of Subordinated Purchase Note                                                                                                                                                                         |      | 8-K                       |      | 001-11807
|4.11    |      | Certificate of Designations, Preferences and
      Rights of Series G Preferred                                                                                                                            |      | 8-K                       |      | 001-11807
|        |      |                                                                                                                                                                                                            |      |                           |      |          

22

---



|        |      |                                                                                                                                                               |      | Incorporated by
      Reference |      |          
|------- | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ------------------------------- | ---- | ---------
|Exhibit |      |                                                                                                                                                               |      |                                 |      |          
|Number  | **** | Exhibit
      Description                                                                                                                                     | **** | Form                            | **** | File No. 
|4.13    |      | Securities Purchase Agreement datedJune 30, 2011 by and among theCompany and Blue Line Catalyst
      FundIX LP                                               |      | 8-K                             |      | 001-11807
|4.14**  |      | Registration Rights Agreement datedJune 30, 2011 by and between theCompany, the Guarantors thereto
      andBlue Line Catalyst Fund IX
      LP               |      | 8-K                             |      | 001-11807
|10.1**  |      | Credit Agreement dated June 30, 2011 byand among the Company and theGuarantors thereto and Wells
      FargoCapital Finance
    LLC                           |      | 8-K                             |      | 001-11807
|10.2*   |      | 2001 Stock Option Plan                                                                                                                                        |      | 10-Q                            |      | 001-11807
|10.3*   |      | 2010 Stock Option Plan                                                                                                                                        |      | 14-A                            |      | 001-11807
|10.4    |      | Separation and General ReleaseAgreement between Todd Wille and theRegistrant dated January 17, 2013                                                           |      | 10-Q                            |      | 001-11807
|10.5    |      | Separation and General ReleaseAgreement between Steven Bonham andthe Registrant dated January
      17, 2013                                                  |      | 10-Q                            |      | 001-11807
|10.6    |      | Form of Indemnification Agreement                                                                                                                             |      | 10-K                            |      | 001-11807
|10.7    |      | Amendment No. 1 to the CreditAgreement dated March 14, 2012 by andamong the Company and the
      Guarantorsthereto and Wells
      Fargo Capital FinanceLLC  |      | 8-K                             |      | 001-11807
|10.8    |      | Amendment No. 3 to the CreditAgreement date July 31, 2013 by andamong the Company and the Guarantorsthereto and Wells Fargo Capital
      FinanceLLC.         |      | 8-K                             |      | 001-11807
|10.9    |      | Amendment No. 5 to the CreditAgreement dated August 5, 2014 by andamong the Company and the
      Guarantorsthereto and Wells
      Fargo Capital FinanceLLC. |      | 8-K                             |      | 001-11807
|10.10   |      | Amendment No. 7 to the CreditAgreement dated April 30, 2015 by andamong the Company and the Guarantorsthereto and Wells Fargo Capital
      FinanceLLC.       |      | 8-K                             |      | 001-11807
|10.11   |      | Amendment No. 9 to the CreditAgreement dated July 31, 2015 by andamong the Company and the
      Guarantorsthereto and Wells
      Fargo Capital FinanceLLC.  |      | 10-K                            |      | 001-11807

23

---



|        |      |                                                                                                                                                                                                             |      | Incorporated by
      Reference |      |          
|------- | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ------------------------------- | ---- | ---------
|Exhibit |      |                                                                                                                                                                                                             |      |                                 |      |          
|Number  | **** | Exhibit
      Description                                                                                                                                                                                   | **** | Form                            | **** | File No. 
|10.12*  |      | Executive Employment Agreement by andbetween Timothy P. Bacci and
      the Registranteffective
      December 10, 2014                                                                                     |      | 10-Q                            |      | 001-11807
|10.13*  |      | Executive Employment Agreement by andbetween Susan K. Conner and the Registranteffective December 10,
      2014                                                                                            |      | 10-Q                            |      | 001-11807
|10.14   |      | Separation and General Release Agreementbetween Frank Verardi and the
      Registrant datedMay 6,
      2015                                                                                               |      | 8-K                             |      | 001-11807
|10.15   |      | Separation and General Release Agreementbetween Deborah Jillson and the Registrantdated September 23,
    2014                                                                                              |      | 8-K                             |      | 001-11807
|14.1    |      | Code of Ethics for Senior Officers                                                                                                                                                                          |      | 10-K                            |      | 001-11807
|21.1    |      | Subsidiaries of the Registrant                                                                                                                                                                              |      | 10-K                            |      | 001-11807
|23.1    |      | Consent of Whitley Penn LLP, IndependentRegistered Public Accounting
      Firm                                                                                                                             |      | 10-K                            |      | 001-11807
|31.1    |      | Certification of Chief Executive Officerpursuant to Rule 13a-14(a) or 15d-14(a) of
      theSecurities Exchange Act of
      1934 as adoptedpursuant to
      Section 302 of the Sarbanes-OxleyAct of 2002  |      |                                 |      |          
|31.2    |      | Certification of Chief Financial Officer
      pursuantto Rule 13a-14(a) or
      15d-14(a) of the SecuritiesExchange Act of 1934 as adopted pursuant toSection 302 of the Sarbanes-Oxley Act of
      2002 |      |                                 |      |          
|32.1    |      | Certification of Timothy P. Bacci, ChiefExecutive Officer of Daegis Inc. pursuant to
      18U.S.C. Section 1350, as
      adopted pursuant toSection 906
      of the Sarbanes-Oxley Act of 2002           |      | 10-K                            |      | 001-11807

24

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|        |      |                                                                                                                                                                                            |      | Incorporated by
      Reference |      |          
|------- | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---- | ------------------------------- | ---- | ---------
|Exhibit |      |                                                                                                                                                                                            |      |                                 |      |          
|Number  | **** | Exhibit Description                                                                                                                                                                        | **** | Form                            | **** | File No. 
|32.2    |      | Certification of Susan K. Conner, Chief
      FinancialOfficer of Daegis Inc. pursuant to 18 U.S.C.
      Section1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002 |      | 10-K                            |      | 001-11807
|101.INS |      | XBRL
      Instance Document                                                                                                                                                               |      |                                 |      |          
|101.SCH |      | XBRL Taxonomy Extension Schema                                                                                                                                                             |      |                                 |      |          
|101.PRE |      | XBRL
      Taxonomy Extension Presentation Linkbase                                                                                                                                        |      |                                 |      |          
|101.LAB |      | XBRL Taxonomy Extension Label
Linkbase                                                                                                                                                     |      |                                 |      |          
|101.CAL |      | XBRL
      Taxonomy Extension Calculation Linkbase                                                                                                                                         |      |                                 |      |          
|101.DEF |      | XBRL Taxonomy Extension Definition
      Linkbase                                                                                                                                          |      |                                 |      |          

|*  |  | Exhibit pertains to a
      management contract or compensatory plan or arrangement.                                                                                                                                                                                                          
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|** |  | A portion of the
      exhibit has been has been granted confidential treatment and has been
      omitted. All such omitted material has been filed with the Securities and
      Exchange Commission pursuant to Rule 24B-2 under the Securities and
      Exchange Act of 1934, as amended.
|  

25

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SIGNATURES

Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 to be signed on its behalf by
the undersigned, thereunto duly authorized.

|                       | DAEGIS INC.
|---------------------- | -----------
|                      
|                       | By:        
|                       |            
|                       |            
|                      
|Dated: August 28, 2015 |            

26

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INDEX TO
EXHIBITS

|        |  |                                                                                                                                                                                                                |  | Incorporated by Reference |  |         
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- |  | --------
|Exhibit |  |                                                                                                                                                                                                                |  |                           |  |         
|Number  |  | Exhibit Description                                                                                                                                                                                            |  | Form                      |  | File No.
|31.1    |  | Certification of Chief Executive Officer pursuant to Rule
      13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934 as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002       |  |                           |  |         
|       
|31.2    |  | Certification of Chief
      Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities
      Exchange Act of 1934 as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002 |  |                           |  |         

27

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