0000950152-08-010816 Sample Contracts

AMENDED AND RESTATED EARNOUT AGREEMENT
Earnout Agreement • December 29th, 2008 • Agilysys Inc • Wholesale-electronic parts & equipment, nec • Ohio

This Amended and Restated Earnout Agreement (“Agreement”) is made and entered into as of April 10, 2008, among Agilysys, Inc., an Ohio corporation (“Parent”), Agilysys NJ, Inc., a New Jersey corporation and wholly-owned subsidiary of Parent (f/k/a Innovative Systems Design, Inc. d/b/a Innovativ Systems Design, Inc.) (the “Company” or the “Surviving Corporation”), each of Anthony Mellina, David Vogelzang and Frank G. Batula (the “Remaining Sellers”) and, solely for purposes of acting as the representative for the Remaining Sellers, Anthony Mellina (the “Seller Representative”).

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