RADIANT SYSTEMS INC

On July 25, 2011, Merger Sub commenced the Tender Offer, which is scheduled to expire at 12:00 midnight, New York City time, on August 19, 2011, unless the Tender Offer is extended. Completion of the Offer is subject to customary conditions, including that there shall have been validly tendered and not validly withdrawn prior to the expiration of the Offer, when added to the number of shares already owned by NCR, a majority of the shares outstanding (determined on a fully diluted basis). Following the successful completion of the Tender Offer, Merger Sub will merge with and into us (the “Merger”) and any shares of our common stock not tendered in the Tender Offer (except for shares of common stock owned by us, NCR, or any of NCR’s subsidiaries) will be cancelled and converted into the right to receive the same Offer Price paid in the Tender Offer. If Merger Sub holds 90% or more of our outstanding shares immediately prior to the Merger, it may effect the Merger as a short-form merger pursuant to the Georgia Business Corporation Code. Otherwise, we may hold a special shareholders’ meeting to obtain shareholder approval of the Merger. Upon completion of the Merger, we will become a wholly owned subsidiary of NCR.

The Merger Agreement is attached to our Current Report on Form 8-K filed on July 12, 2011 (the “July 12, 2011 8-K”) to provide our shareholders with information regarding the terms of the Merger Agreement and is not intended to modify or supplement any factual disclosures about us or NCR in our or NCR’s public reports filed with the Securities and Exchange Commission (the “SEC”). In particular, the representations and warranties contained in the Merger Agreement are not intended to be, and should not be relied upon as, disclosures regarding any facts or circumstances relating to us or NCR. The representations and warranties have been negotiated with the principal purpose of (i) establishing the circumstances under which Merger Sub may have the right not to consummate the Offer, or NCR or we may have the right to terminate the Merger Agreement, and (ii) allocating risk between the parties, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from that generally applicable under federal securities laws.

The foregoing description of the Tender Offer, Merger and Merger Agreement does not purport to be complete and is qualified in its entirety by reference to (i) the Merger Agreement, which is attached as Exhibit 2.1 to the July 12, 2011 8-K, and (ii) the information contained in the Tender Offer Statement on Schedule TO filed by NCR with the SEC on July 25, 2011 and the Solicitation/Recommendation Statement on Schedule 14D-9 filed by us with the SEC on July 25, 2011, as amended from time to time.

Concurrently with the execution and delivery of the Merger Agreement, each of our directors (other than Michael Kay, who was traveling and unavailable for signature) and certain of our officers, together representing ownership of more than approximately 8% of our outstanding shares, and more than approximately 11% of the shares on a fully diluted basis, entered into a tender and voting agreement (the “Tender and Voting Agreement”) as amended by the First Amendment to Tender and Voting Agreement (the “Amendment”) with NCR and Merger Sub whereby such shareholders committed, among other things, subject to the terms and conditions of the Tender and Voting Agreement, to tender all of their respective shares in the Offer. The Tender and Voting Agreement automatically terminates upon the termination of the Merger Agreement or the occurrence of certain other events. The foregoing description of the Tender and Voting Agreement and the Amendment does not purport to be complete and is qualified in its entirety by reference to the Tender and Voting Agreement, which is filed as Exhibit 2.2 to the July 12, 2011 8-K, and the Amendment, which is filed as Exhibit 2.3 to the Form 8-K/A filed on July 22, 2011.

Certain legal proceedings were commenced in July 2011 related to the Tender Offer and Merger. See Part II, Item 1. “Legal Proceedings,” contained elsewhere in this report.

The foregoing description contained in this report is neither an offer to purchase nor a solicitation of an offer to sell securities. The Tender Offer is being made pursuant to a Tender Offer Statement on Schedule TO, containing an offer to purchase, a form of letter of transmittal and related tender offer documents, filed by NCR Corporation with the SEC on July 25, 2011. Radiant filed a Solicitation/ Recommendation Statement on Schedule 14D-9 relating to the Tender Offer with the SEC on July 25, 2011. These documents, as amended from time to time, contain important information about the Tender Offer and shareholders of Radiant are urged to read them carefully before any decision is made with respect to the Tender Offer. The Tender Offer materials are available at no charge on the SEC’s website at www.sec.gov. Copies of the Tender Offer materials are available free of charge to all stockholders of the Company at www.radiantsystems.com or by contacting Radiant Systems, Inc. at 3925 Brookside Parkway, Alpharetta, GA 30022, Attn: Investor Relations, (770) 576-6000.

We cannot predict whether the closing conditions for the Tender Offer and the Merger set forth in the Merger Agreement will be satisfied, and the transactions contemplated by the Merger Agreement may be delayed or even abandoned before completion if certain events occur. The Merger Agreement also contains customary termination provisions for us and NCR Corporation and provides that, in connection with the termination of the Merger Agreement under specified circumstances involving competing transactions or a change in our board of directors’ recommendation, we may be required to pay NCR Corporation a termination fee of $35.7 million. If the conditions to the transactions set forth in the Merger Agreement are not satisfied or waived pursuant to the Merger Agreement, or if the transactions are not completed for any other reason, (i) the market price of our common stock could significantly decline; (ii) we will remain liable for the significant expenses that we have incurred related to the transaction, including legal and financial advisor fees, and may be required to pay the approximately $35.7 million termination fee; (iii) we may experience substantial disruption in our sales, research and development, and operating activities, and the loss of key personnel, customers, suppliers, and other third-party relationships, any of which could materially and adversely affect us and our business, operating results, and financial condition; and (iv) we may have difficulty attracting and retaining key personnel.