Confidential Treatment Requested by Speed Commerce, Inc. CONSENT AND SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

Exhibit 10.68

Confidential Treatment Requested by Speed Commerce, Inc.

CONSENT AND SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

THIS CONSENT SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”), is entered into as of May 11, 2015, by and among SPEED COMMERCE, INC., a Minnesota corporation (the “Company”), the Guarantors listed on the signature pages hereof, the Lenders (as defined in the Credit Agreement (as hereinafter defined)) listed on the signature pages hereof, and XXXXXXXX LOAN AGENCY SERVICES LLC, (“GLAS”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and GLAS, as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”, and together with the Administrative Agent, collectively, the “Agents” and each an “Agent”).

W I T N E S S E T H:

WHEREAS, the Company, the Guarantors, the lenders from time to time party thereto (“Lenders”) and Agents are parties to that certain Amended and Restated Credit and Guaranty Agreement dated as of November 21, 2014 (as amended by the Consent and First Amendment, dated as of April 14, 2015, as amended hereby and as may be further amended, restated, supplemented or otherwise modified from time to time, after giving effect to this Amendment, the “Credit Agreement”); and

WHEREAS, the Agents and the Lenders agree to amend the Credit Agreement on the terms set forth herein, subject to the terms and conditions hereof.

NOW, THEREFORE, in consideration of the foregoing and for other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Defined Terms. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement.

2. Amendments to Credit Agreement. Upon satisfaction of the conditions to effectiveness set forth in Section 4 below, the Credit Agreement is hereby amended as follows:

(a) Section 1.1 of the Credit Agreement is hereby amended by amending and restating the defined term “Applicable Margin” in its entirety as follows:

“Applicable Margin” means:

(a) with respect to Closing Date Term Loans, a percentage, per annum, equal to eleven percent (11.00%); and

(b) with respect to Restatement Date Term Loans, a percentage, per annum, equal to eleven percent (11.00%).

(b) The defined term “Consolidated Adjusted EBITDA” which is set forth in Section 1.1 of the Credit Agreement is hereby amended by (i) inserting “plus” at the end of clause (i)(n) thereof and (ii) inserting the following new clause (i)(o) immediately following clause (i)(n) thereof:

(o) additional amounts for restructuring, transaction fees and expenses and other one-time charges not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000) in the aggregate, subject to approval of the Administrative Agent in each instance,

Confidential Treatment Requested by Speed Commerce, Inc.

(c) The defined term “Consolidated Adjusted EBITDA” is further amended by (i) inserting “plus” at the end of clause (iii)(d) thereof and (ii) inserting the following new clause (iii)(e) immediately following clause (iii)(d) thereof:

(e) the add-backs scheduled on Annex B (limited to the actual amount of any such write-off or write-down).

(d) The defined term “Consolidated EBITDA” which is set forth in Section 1.1 of the Credit Agreement is hereby amended by (i) inserting “plus” at the end of clause (i)(i) thereof and (ii) inserting the following new clause (i)(j) immediately following clause (i)(i) thereof:

(j) the add-backs scheduled on Annex B (limited to the actual amount of any such write-off or write-down).

(e) Section 1.1 of the Credit Agreement is hereby amended by amending and restating the definition of “Fee Letter” in its entirety as follows:

“Fee Letter” means that certain second amended and restated fee letter agreement dated as of the Second Amendment Effective Date between Company and Administrative Agent.

(f) Section 1.1 of the Credit Agreement is hereby amended by inserting the following new defined terms in the appropriate alphabetical order:

“Liquidity” means, at the time of determination unrestricted cash of the Credit Parties in Controlled Accounts.

“*” means *.

“Second Amendment Effective Date” means May 11, 2015.

“Stifel” means Xxxxxx, Xxxxxxxx & Company, Incorporated.

“Stifel Engagement Letter” means that certain engagement letter, dated as of April 16, 2015, by and between Stifel and Company, as in effect on the date hereof (or any amendment to, or restatement of, such engagement letter entered into that is not in violation of Section 5.15(b)).

(g) Section 5.1 of the Credit Agreement is hereby amended by amending and restating clause (d) thereof in its entirety as follows:

(d) Compliance Certificate. Together with each delivery of financial statements of Company and its Subsidiaries pursuant to Sections 5.1(b) and 5.1(c) and the 13-week cash flow forecast pursuant to Section 5.1(s), a duly executed and completed Compliance Certificate;

Confidential Treatment Requested by Speed Commerce, Inc.

(h) Section 5.1 of the Credit Agreement is hereby amended by (i) deleting the “and” at the end of clause (q) thereof, (ii) replacing the “.” at the end of clause (r) thereof with “; and” and (iii) inserting a new clause (s) therein in the appropriate numerical order as follows:

(s) on a weekly basis, delivered on the Wednesday of every week (with the first such forecast due on May 13, 2015), as of the last Business Day of the prior week (which for the first such forecast shall be May 8, 2015), an updated 13-week cash flow forecast in a form reasonably acceptable to the Administrative Agent for the Credit Parties and their Subsidiaries (it being acknowledged that the form delivered on the Second Amendment Effective Date is reasonably acceptable to the Administrative Agent), together with a (i) comparison of actual results to previous projections for such period, (ii) management explanation for any material variance between actual results to previous projections for such period and (iii) Compliance Certificate signed by the Chief Financial Officer of Company certifying to compliance with the Liquidity covenant set forth in Section 6.8(a).

(i) Section 5 of the Credit Agreement is hereby amended by inserting a new Section 5.15 in the appropriate numerical order as follows:

5.15. *.

(a) *.

(b) *.

(c) *.

(d) *.

(e) *.

(f) *.

(g) *.

(h) *.

(i) *.

(j) Section 5 of the Credit Agreement is hereby amended by inserting a new Section 5.16 in the appropriate numerical order as follows:

5.16. Financial Advisor. Company shall engage a third-party financial advisor reasonably satisfactory to the Administrative Agent (the “Financial Advisor”) to assist

management of Company and Stifel in the compilation of diligence and other materials as the Company explores its strategic initiatives. Company will execute an engagement letter, in form and substance reasonably satisfactory to the Administrative Agent, with the Financial Advisor no later than May 22, 2015, and shall continue to engage the Financial Advisor on the terms therein at all times thereafter, unless otherwise agreed by the Administrative Agent. Company shall cause the Financial Advisor to diligently pursue the full scope of its engagement at all times from and after the Second Amendment Effective Date. Company will promptly provide (and in any event within one (1) Business Day of execution thereof) the Administrative Agent with a copy of the executed engagement letter with respect to the Financial Advisor upon its execution.

__________________

*Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Confidential Treatment Requested by Speed Commerce, Inc.

(k) Section 6.8 of the Credit Agreement is hereby amended by amending and restating clause (a) thereof in its entirety as follows:

(a) Minimum Liquidity. Company shall report Liquidity to the Administrative Agent of not less than $1,000,000 on a weekly basis.

(l) Section 6.8 of the Credit Agreement is hereby amended by amending and restating the table contained in clause (b) thereof in its entirety as follows:

Fiscal Quarter	Fixed Charge Coverage Ratio
December 31, 2014	1.15:1.00
March 31, 2015	1.15:1.00
June 30, 2015	1.00:1.00
September 30, 2015	0.75:1.00
December 31, 2015	0.90:1.00
March 31, 2016	0.70:1.00
June 30, 2016	1.25:1.00
September 30, 2016	1.25:1.00
December 31, 2016	1.25:1.00
March 31, 2017	1.30:1.00
June 30, 2017	1.30:1.00
September 30, 2017	1.30:1.00
December 31, 2017	1.30:1.00
March 31, 2018	1.35:1.00
June 30, 2018	1.35:1.00
September 30, 2018	1.35:1.00
December 31, 2018	1.35:1.00
March 31, 2019 and each Fiscal Quarter thereafter	1.50:1.00

Confidential Treatment Requested by Speed Commerce, Inc.

(m) Section 6.8 of the Credit Agreement is hereby amended by amending and restating the table contained in clause (c) thereof in its entirety as follows:

Fiscal Quarter Ending	Leverage Ratio
December 31, 2014	4.50:1.00
March 31, 2015	4.50:1.00
June 30, 2015	5.50:1.00
September 30, 2015	6.25:1.00
December 31, 2015	5.25:1.00
March 31, 2016	5.25:1.00
June 30, 2016	3.50:1.00
September 30, 2016	3.40:1.00
December 31, 2016	3.30:1.00
March 31, 2017	3.10:1.00
June 30, 2017	3.00:1.00
September 30, 2017	3.00:1.00
December 31, 2017	3.00:1.00
March 31, 2018	2.60:1.00
June 30, 2018 and each Fiscal Quarter thereafter	2.50:1.00

Confidential Treatment Requested by Speed Commerce, Inc.

(n) Section 6.8 of the Credit Agreement is hereby amended by amending and restating the table contained in clause (d) thereof in its entirety as follows:

Four Fiscal Quarter period (unless otherwise noted below) Ending	Consolidated EBITDA
one Fiscal Quarter period ending December 31, 2014	$3,000,000
two Fiscal Quarter period ending March 31, 2015	$5,750,000
June 30, 2015	$10,700,000
September 30, 2015	$10,700,000
December 31, 2015	$14,250,000
March 31, 2016	$16,000,000
June 30, 2016	$21,000,000
September 30, 2016	$22,500,000
December 31, 2016	$22,500,000
March 31, 2017	$25,000,000
June 30, 2017	$25,000,000
September 30, 2017	$25,000,000
December 31, 2017	$25,000,000
March 31, 2018	$25,000,000
June 30, 2018	$25,000,000
September 30, 2018	$25,000,000
December 31, 2018	$25,000,000
March 31, 2019	$25,000,000

Confidential Treatment Requested by Speed Commerce, Inc.

(o) Section 6.8 of the Credit Agreement is hereby amended by amending and restating clause (e) thereof in its entirety as follows:

(e) Maximum Consolidated Capital Expenditures. Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Quarter and Fiscal Year indicated below, in an aggregate amount for Company and its Subsidiaries in excess of the corresponding amount set forth below opposite such Fiscal Quarter or Fiscal Year, as applicable:

Fiscal Quarter/Fiscal Year	Consolidated Capital Expenditures
For the Fiscal Year ending March 31, 2015	$12,000,000
For the Fiscal Quarter ending June 30, 2015	$3,300,000
For the Fiscal Quarter ending September 31, 2015	$5,170,000
For the Fiscal Quarter ending December 31, 2015	$770,000
For the Fiscal Quarter ending March 31, 2016	$660,000
For the Fiscal Year ending March 31, 2017	$12,000,000
For the Fiscal Year ending March 31, 2018	$12,000,000
For the Fiscal Year ending March 31, 2019	$13,000,000

provided, that to the extent that the amount of Consolidated Capital Expenditures made in any Fiscal Year is less than the maximum amount permitted above during such Fiscal Year (without giving effect to any additional amount available as a result of this proviso), (i) up to fifty percent (50.0%) of such difference may be carried forward and used in the immediately succeeding Fiscal Year (but not any subsequent Fiscal Year), and (ii) in such immediately succeeding Fiscal Year, Consolidated Capital Expenditures shall be applied, first, to the permissible amount of Consolidated Capital Expenditures for such Fiscal Year, and, second, to the portion so carried forward; provided, further, that to the extent that the amount of Consolidated Capital Expenditures made in any Fiscal Quarter during any Fiscal Year is less than the maximum amount permitted above during such Fiscal Quarter, up to one hundred percent (100%) of such difference may be carried forward to subsequent Fiscal Quarters and used in the same Fiscal Year.

(p) Section 8.1 of the Credit Agreement is hereby amended by amending and restating clause (c) thereof in its entirety as follows:

(c) Breach of Certain Covenants. Failure of any Credit Party to perform or comply with any term or condition contained in Section 2.5, Section 5.1, Section 5.2, Section 5.3, Section 5.4, Section 5.5, Section 5.6, Section 5.7, Section 5.8, Section 5.9, Section 5.10, Section 5.11, Section 5.14, Section 5.15, Section 5.16 or Section 6; or

Confidential Treatment Requested by Speed Commerce, Inc.

(q) Exhibit C to the Credit Agreement is hereby amended and restated in its entirety in the form attached hereto as Exhibit A.

(r) There is hereby added an Annex B to the Credit Agreement in the form attached hereto as Annex B.

3. Consent. Company has notified the Agents and the Lenders that it may issue Capital Stock after the date hereof for Cash proceeds in an aggregate amount of up to $2,700,000 (the “Specified Equity Proceeds”), which shall be used to finance the general corporate purposes of Company (the “Specified Use of Proceeds”). Company has requested that the Specified Equity Proceeds not be required to be used to prepay the Obligations, and the Administrative Agent is willing to approve the Specified Use of Proceeds under clause (v) of Section 2.13(c) such that no prepayment of the Obligations is required with the Specified Equity Proceeds. Subject to the terms and conditions of this Amendment, the Administrative Agent hereby consents to and approves of the Specified Use of Proceeds under clause (v) of Section 2.13(c) such that no prepayment of the Obligations is required with the Specified Equity Proceeds. Each Lender party hereto hereby acknowledges and agrees that the Administrative Agent has the discretion to grant such consent under Section 2.13(c) of the Credit Agreement.

4. Conditions. The effectiveness of this Amendment is subject to the following conditions:

(a) the execution and delivery of this Amendment by the Company, Guarantors, Agents, and each of the Lenders;

(b) the execution and delivery of the Second Amended and Restated Fee Letter by the Company and the Administrative Agent;

(c) the execution and delivery of an amendment to the Intercreditor Agreement by the Lenders and Agent in form and substance satisfactory to the Lenders;

(d) the Administrative Agent shall have received a 13-week cash flow and Liquidity forecast for Company and its Subsidiaries in form and substance satisfactory to the Administrative Agent; and

(e) the truth and accuracy of the representations and warranties contained in Section 5;

(f) the Company shall have paid all fees, costs and expenses of the Agents and Lenders in connection with this Amendment and the Second Amended and Restated Fee Letter executed in connection therewith, including without limitation, the Second Amendment Closing Fee (as defined in the Second Amended and Restated Fee Letter), and all transactions contemplated hereby, including, without limitation, reasonable fees, costs and expenses of Agents’ and Lenders’ counsel.

Confidential Treatment Requested by Speed Commerce, Inc.

5. Representations and Warranties. The Credit Parties hereby represent and warrant to each Agent and each Lender as follows:

(a) each Credit Party is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation;

(b) each Credit Party has the power and authority to execute, deliver and perform its obligations under this Amendment;

(c) the execution, delivery and performance by the Credit Parties of this Amendment has been duly authorized by all necessary action and does not and will not require any registration with, consent or approval of, notice to or action by, any Person (including any Governmental Authority);

(d) this Amendment constitutes the legal, valid and binding obligation of the Credit Parties, enforceable against each Credit Party in accordance with its terms;

(e) immediately before and after giving effect to this Amendment, no Default or Event of Default exists or shall exist;

(f) all representations and warranties contained in the Credit Agreement are true and correct as of the date hereof, except to the extent made as of a specific date, in which case each such representation and warranty is true and correct as of such date; and

(g) by its signature below, each Credit Party agrees that it shall constitute an Event of Default if any representation or warranty made herein is untrue or incorrect in as of the date when made or deemed made.

6. Agreement in Full Force and Effect as Amended. Except as specifically amended hereby, the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed as so amended. Except as expressly set forth herein, this Amendment shall not be deemed to be an amendment or modification of any provisions of the Credit Agreement or any other Credit Document or any right, power or remedy of the Lenders, nor constitute a waiver of any provision of the Credit Agreement, any other Credit Document, or any other document, instrument and/or agreement executed or delivered in connection therewith or of any Default or Event of Default under any of the foregoing, in each case, whether arising before or after the date hereof or as a result of performance hereunder or thereunder. This Amendment also shall not preclude the future exercise of any right, remedy, power, or privilege available to the Lenders whether under the Credit Agreement, the other Credit Documents, at law or otherwise and nothing contained herein shall constitute a course of conduct or dealing among the parties hereto. All references to the Credit Agreement shall be deemed to mean the Credit Agreement as modified hereby. This Amendment shall not constitute a novation or satisfaction and accord of the Credit Agreement or the other Credit Documents, but shall constitute an amendment thereof. The parties hereto agree to be bound by the terms and conditions of the Credit Agreement and the Credit Documents as amended by this Amendment, as though such terms and conditions were set forth herein. Each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended by this Amendment, and each reference herein or in any other Credit Document to the “Credit Agreement” shall mean and be a reference to the Credit Agreement as amended and modified by this Amendment.

7. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment and any number of separate counterparts, each of which when so executed, shall be deemed an original and all said counterparts when taken together shall be deemed to constitute but one and the same instrument.

Confidential Treatment Requested by Speed Commerce, Inc.

8. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of each Credit Party and its successors and assigns and Lenders and their successors and assigns.

9. FATCA. Company and the Credit Parties do not believe that the amendments made pursuant to this Amendment shall be treated as a “significant modification” of the Loans under Treasury Regulation Section 1.1001-3 and as such the Loans should still constitute a grandfathered obligation for the purposes of FATCA. From and after the Second Amendment Effective Date, Company and the Credit Parties shall jointly and severally indemnify the Administrative Agent and Lenders, and hold them harmless from, any and all losses, claims, damages, liabilities and related expenses, including taxes and the fees, charges and disbursements of any counsel for any of the foregoing, arising in connection with the Administrative Agent’s and Lenders’ treating, for purposes of determining withholding Taxes imposed under FATCA, the Loans as modified hereby as qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

10. Further Assurance. Each Credit Party hereby agrees from time to time, as and when requested by any Lender, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as such Lender may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Amendment, the Credit Agreement, and the Credit Documents.

11. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS.

12. Severability. Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Amendment.

13. Reaffirmation. Each Credit Party as debtor, grantor, pledgor, guarantor or in other any other similar capacity hereby ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Credit Documents to which it is a party. Each Credit Party hereby consents to this Amendment and acknowledges that each of the Credit Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as expressly set forth herein, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Lenders, constitute a waiver of any provision of any of the Credit Documents or serve to effect a novation of the Obligations.

14. Acknowledgment of Rights; Release of Claims. Each Credit Party hereby acknowledges that: (a) it has no defenses, claims or set-offs to the enforcement by any Lender or Agent of Credit Parties’ liabilities, obligations and agreements on the date hereof; (b) to its knowledge, each Lender and Agent have fully performed all undertakings and obligations owed to it as of the date hereof; and (c) except to the limited extent expressly set forth in this Amendment, each Lender and Agent do not waive, diminish or limit any term or condition contained in the Credit Agreement or any of the other Credit Documents. Each Credit Party hereby waives, releases, remises and forever discharges the Lenders and Agents, their agents, employees, officers, directors, predecessors, attorneys and all others acting or purporting to act on behalf of or at the direction of the Lenders and Agents (“Releasees”) from any and all claims, suits, actions, investigations, proceedings or demands, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law of any kind or character, to the extent known on or prior to the date hereof, which the Company or any other Credit Party ever had or now has against the any of the Releasees which relates, directly or indirectly, to the Loans or the Credit Documents or any acts or omissions of the Releasees in respect of the Loans or the Credit Documents and arising from any event occurring on or prior to the date hereof. Without limiting the generality of the foregoing, each Credit Party waives and affirmatively agrees not to contest: (a) the right of each Agent and each Lender to exercise its rights and remedies under the Credit Agreement, this Amendment or the other Loan Documents, or (b) any provision of this Amendment.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date set forth above.

SPEED COMMERCE, INC.,
a Minnesota corporation

By:
Name:
Title:

SPEED COMMERCE CORP.,
a Minnesota corporation

By:
Name:
Title:

SPEED FC MEXICAN HOLDCO, INC.,
a Delaware corporation

By:
Name:
Title:

FIFTH GEAR ACQUISITIONS, INC.,
a Minnesota corporation

By:
Name:
Title:

XXXXXXXX LOAN AGENCY SERVICES LLC,
as Administrative Agent, Collateral Agent, Lead Arranger, Syndication Agent and Documentation Agent

By:
Name:
Title:

XXXXXXXX MIDDLE MARKET FUNDING CO-INVEST LLC,
as a Lender

By:
Name:
Title:

XXXXXXXX FUNDING 2015-2 LP,
as a Lender

By:

Name:
Title:

XXXXXXXX FUNDING 2013-2 LTD.,
as a Lender

By: Xxxxxxxx Funding 2013-2 Manager LLC, as Collateral Manager

By:
Name:
Title:

GMMF LOAN HOLDINGS LLC,
as a Lender

By:
Name:
Title:

AIMS PRIVATE CREDIT OPPORTUNITIES, L.P.
as a Lender

By: AIMS Private Credit Opportunities Advisors, L.L.C.,

its General Partner

By: GSAM GEN-PAR, L.L.C.,

its Managing Member

By:
Name: Xxxxxxxx Xxxxxx
Title: Authorized Signatory

CITY NATIONAL BANK,
as a Lender

By:
Name:
Title:

EAST WEST BANK,
as a Lender

By:
Name:
Title:

CREDIT SUISSE PARK VIEW BDC, INC.
(f/k/a Credit Suisse Corporate Credit Solutions, LLC),
as a Lender

By:
Name:

Exhibit A

EXHIBIT C TO

AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

Article ICOMPLIANCE CERTIFICATE

THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

1. I am the Chief Financial Officer of SPEED COMMERCE, INC. (“Company”).

2. I have reviewed the terms of that certain Amended and Restated Credit and Guaranty Agreement, dated as of November 21, 2014 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Company, certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, XXXXXXXX LOAN AGENCY SERVICES LLC, as Administrative Agent, Collateral Agent, Lead Arranger, Syndication Agent and Documentation Agent, and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by the attached [financial statements]¹/[13-week cash flow forecast]².

3. The examination described in paragraph 2 above did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Event of Default or Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this certificate, except as set forth in a separate attachment, if any, to this certificate, describing in detail, the nature of the condition or event, the period during which it has existed and the action which Company has taken, is taking, or proposes to take with respect to each such condition or event.

4. [The financial statements attached hereto fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.]³

5. [The 13-week cash flow forecast is attached hereto together with a (i) comparison of actual results to previous projections for such period, and (ii) management explanation for any material variance between actual results to previous projections for such period.]⁴

The foregoing certifications, together with the computations set forth in the Annex A hereto and the [financial statements]/[13-week cash flow forecast]⁵ delivered with this certificate in support hereof, are made and delivered [_________], [____] pursuant to Section [5.1(d)]/[5.1(s)] of the Credit Agreement.

SPEED COMMERCE, INC.

By:

Name:

Title: Chief Financial Officer

¹ To be delivered with Compliance Certificates delivered pursuant to Section 5.1(d)

² To be delivered with Compliance Certificates delivered pursuant to Section 5.1(s)

³ To be delivered with Compliance Certificates delivered pursuant to Section 5.1(d)

⁴ To be delivered with Compliance Certificates delivered pursuant to Section 5.1(s)

⁵ To be delivered with Compliance Certificates delivered pursuant to Sections 5.1(d) or (s) respectively

Confidential Treatment Requested by Speed Commerce, Inc.

ANNEX A TO

AMENDED AND RESTATED COMPLIANCE CERTIFICATE

Article IIFOR THE [Calendar Week] [FISCAL QUARTER] [Fiscal YEAR] ENDING [_________], 201[__]⁶.

1. Consolidated Adjusted EBITDA⁷: (i) - (ii) + (iii) = $[___,___,___]

(i) (a) Consolidated Net Income: $[___,___,___]

(b) Consolidated Interest Expense: $[___,___,___]

(d) total depreciation expense: $[___,___,___]

(e) total amortization expense: $[___,___,___]

(f) non-recurring expenses and losses (to be offset by any

corresponding income or gains resulting from Company’s sale

of the Divested Business, including personnel costs, lease costs

for Company’s location at 0000 00xx Xxxxxx Xxxxx, Xxx Xxxx,

XX 00000, and the buy-back of certain accounts receivable,

incurred prior to September 30, 2014, and in an amount to

be determined after completion of financial statements for

the Fiscal Quarter of the Company ending June 30, 2014

(provided that the cash outlay in connection therewith on

and after July 1, 2014 shall not exceed Eight Million Dollars

($8,000,000))): $[___,___,___]

⁶Each of the definitions for Consolidated EBITDA, Consolidated Fixed Charges, Consolidated Interest Expense, Consolidated Net Income, Consolidated Total Debt and Consolidated Total Debt are subject to Section 6.8(f) of the Credit Agreement; including, for Consolidated Fixed Charges and Consolidated Net Income, with respect to the Divested Business:

With respect to any period during which a Permitted Acquisition or an Asset Sale (including, without limitation, the Divested Business pursuant to the Divested Business Documents) has occurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.8 and for all other purposes which such calculations may be used under this Agreement, Consolidated Adjusted EBITDA, Consolidated Fixed Charges, and the components of each, shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments approved by Administrative Agent in its sole discretion) using the historical audited financial statements of any business so acquired or to be acquired, or divested or to be divested, and the consolidated financial statements of Company and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period).

⁷For purposes of calculating Consolidated Adjusted EBITDA as of any date of measurement ending on or before March 31, 2014, Consolidated Adjusted EBITDA shall be deemed to be the amount set forth in the table below for the periods indicated therein:

Period:	Consolidated Adjusted EBITDA
Fiscal Quarter ended March 31, 2014		$6,409,000
Fiscal Quarter ended June 30, 2014		$2,794,000
Fiscal Quarter ended September 30, 2014		$4,605,000

Confidential Treatment Requested by Speed Commerce, Inc.

(g) one-time reasonable and documented out-of-pocket physical

moving expenses and transportation expenses relating to the

relocation of certain customers from Company’s warehouse

at 00000 Xxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 to

Company’s warehouse at 000 Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxx

00000 incurred during the Fiscal Quarters ending June 30,

2014 and September 30, 2014, in an aggregate amount not to

exceed Five Hundred Thousand Dollars ($500,000): $[___,___,___]

(h) (i) one-time out of pocket expenses incurred during the Fiscal

Quarters ending June 30, 2014 and September 30, 2014

and relating to the amendment to the Existing Indebtedness

and related refinancing of debt, including advisory, legal and

consulting fees, and the write off of unamortized

prepayment fees, in an aggregate amount not to exceed One

Million Dollars Two Hundred Fifty Thousand Dollars

($1,250,000): $[___,___,___]

(h) (ii) one-time out of pocket expenses incurred during the

Fiscal Quarter ending December 31, 2014 and relating to the

Restatement Date Transactions, including advisory, legal and

consulting fees, in an aggregate amount not to exceed Four

Million Dollars ($4,000,000): $[___,___,___]

(i)

one-time expenses resulting from credits issued to vendors

relating to services previously rendered in an aggregate amount

not to exceed (i) One Million Six Hundred Thousand Dollars

($1,600,000) incurred during the Fiscal Quarters ending June

30, 2014 and September 30, 2014 and (ii) Six Hundred

Thousand Dollars ($600,000) during the Fiscal Quarter ending

December 31, 2014: $[___,___,___]

(j) non-cash expenses resulting from the xxxx-to-market

adjustment relating to preferred Capital Stock of Company: $[___,___,___]

(k) any amount deducted from Consolidated Net Income

resulting from any grant of Capital Stock to any members of

the management of Company, in an aggregate amount not to

exceed Four Million Dollars ($4,000,000) in any Fiscal Year: $[___,___,___]

(l) losses resulting from fluctuations in currency exchange rates: $[___,___,___]

(m) non-cash losses from extraordinary, non-recurring items

for such period: $[___,___,___]

(n) non-cash items decreasing Consolidated Net Income for such

period: $[___,___,___]

(o) additional amounts for restructuring, transaction fees and

expenses and other one-time charges not to exceed Two

Million Five Hundred Thousand Dollars ($2,500,000) in the

aggregate, subject to approval of the Administrative Agent in

each instance: $[___,___,___]

Confidential Treatment Requested by Speed Commerce, Inc.

(ii) (a) other non-Cash items increasing Consolidated Net Income for

such period (excluding any such non-Cash item to the extent it

represents the reversal of an accrual or reserve for potential Cash

item in any prior period): $[___,___,___]

(b) interest income: $[___,___,___]

(d) non-cash gains from extraordinary, non-recurring items for

such period: $[___,___,___]

(e) non-cash income resulting from the xxxx-to-market adjustment

relating to preferred Capital Stock of Company: $[___,___,___]

(f) other income: $[___,___,___]

(iii) (a) non-cash losses resulting from fluctuations in currency exchange

rates: $[___,___,___]

(b) non-cash losses from extraordinary, non-recurring items: $[___,___,___]

Agreement: $[___,___,___]

(d) one-time expenses incurred by the Company and Fifth Gear

Sellers in connection with the Fifth Gear Acquisition (both

before and after, but within thirty (30) days of the Fifth Gear

Acquisition): $[___,___,___]

(e) the add-backs scheduled on Annex B to the Credit Agreement for

such period (limited to the actual amount of any such write-off or

write-down): $[___,___,___]

2. Consolidated Capital Expenditures: $[___,___,___]

3. Consolidated Cash Interest Expense: $[___,___,___]

4. Consolidated Current Assets: $[___,___,___]

5. Consolidated Current Liabilities: $[___,___,___]

6. Consolidated EBITDA⁸: (i) - (ii) = $[___,___,___]

(i) (a) Consolidated Net Income: $[___,___,___]

⁸For purposes of calculating Consolidated EBITDA for the Fiscal Quarter ending September 30, 2014, Consolidated EBITDA shall be deemed to be $3,434,000.

[Second Amendment to Amended and Restated Credit and Guaranty Agreement]

Confidential Treatment Requested by Speed Commerce, Inc.

(b) Consolidated Interest Expense: $[___,___,___]

(d) total depreciation expense: $[___,___,___]

(e) total amortization expense: $[___,___,___]

(f) non-Cash items decreasing Consolidated Net Income: $[___,___,___]

(g) one-time expenses incurred by the Company and Fifth Gear

Sellers in connection with the Fifth Gear Acquisition (both before

and after closing of the Fifth Gear Acquisition): $[___,___,___]

(h) any amount deducted from Consolidated Net Income resulting

from any non-cash grant of Capital Stock to any members of the

management of Company, in an aggregate amount not to exceed

Four Million Dollars ($4,000,000) in any Fiscal Year: $[___,___,___]

(i)

software development expenses incurred by the Fifth Gear Sellers

between October 1, 2014, through the closing of the Fifth Gear

Acquisition: $[___,___,___]

(j)

the add-backs scheduled on Annex B to the Credit Agreement for

such period (limited to the actual amount of any such write-off or

write-down): $[___,___,___]

(ii) (a) non-Cash items increasing Consolidated Net Income for

such period⁹: $[___,___,___]

(b) interest income: $[___,___,___]

(d) non-cash gains resulting from extraordinary, non-recurring

items: $[___,___,___]

(e) other income: $[___,___,___]

7. Consolidated Excess Cash Flow: (i) - (ii) = $[___,___,___]

(i) (a) Consolidated EBITDA: $[___,___,___]

(b) interest income: $[___,___,___]

Sales and non-cash other income): $[___,___,___]

⁹Excluding any such non-Cash item to the extent it represents the reversl of an accrual or reserve for potential Cash item in any prior period.

[Second Amendment to Amended and Restated Credit and Guaranty Agreement]

Confidential Treatment Requested by Speed Commerce, Inc.

(d) Consolidated Working Capital Adjustment $[___,___,___]

(ii) (a) voluntary and scheduled repayments
of Consolidated Total Debt : $[___,___,___]

(b) Consolidated Capital Expenditures to the extent permitted to be

incurred under the Credit Agreement (net of any proceeds of (x)

Net Asset Sale Proceeds to the extent reinvested in accordance

with Section 2.13(a), (y) Net Insurance/Condemnation Proceeds

to the extent reinvested in accordance with Section 2.13(b), and

(z) any proceeds of related financings with respect to such

expenditures: $[___,___,___]

(d) provisions for current taxes based on income of Company and

its Subsidiaries and payable in cash with respect to such period: $[___,___,___]

(e) any adjustments made to Consolidated EBITDA pursuant to

Section 6.8(f) in connection with the Fifth Gear Acquisition: $[___,___,___]

(f) the amount of the items set forth in sections (i)(f), (g), (h) and (i)

in the definition of Consolidated EBITDA: $[___,___,___]

8. Consolidated Fixed Charges: (i) + (ii) + (iii) + (iv) = $[___,___,___]

(i) Consolidated Cash Interest Expense: $[___,___,___]

(ii) scheduled payments of principal on
Consolidated Total Debt: $[___,___,___]

(iii) Consolidated Capital Expenditures¹⁰: $[___,___,___]

(iv) current portion of taxes provided for
with respect to such period
in accordance with GAAP $[___,___,___]

(v) Restricted Junior Payments paid in cash to any person

(other than a Credit Party) during such period: $[___,___,___]

9. Consolidated Interest Expense: $[___,___,___]

10. Consolidated Net Income: (i) - (ii) = $[___,___,___]

(i) the net income (or loss) of Company and its Subsidiaries
on a consolidated basis for such period taken as a single
accounting period determined in conformity with GAAP: $[___,___,___]

¹⁰For the purposes of determining compliance with Section 6.8(b) of the Credit Agreement, Consolidated Capital Expenditures in an amount up to $1,000,000 shall be excluded from the calculation of Consolidated Fixed Charges for each of the Fiscal Quarters ending March 31, 2015, June 30, 2015 and September 30, 2015.

[Second Amendment to Amended and Restated Credit and Guaranty Agreement]

Confidential Treatment Requested by Speed Commerce, Inc.

(ii) (a) the income (or loss) of any Person (other than a Subsidiary
of Company) in which any other Person (other than
Company or any of its Subsidiaries) has a joint interest: $[___,___,___]

(b) the income (or loss) of any Person accrued prior to the
date it becomes a Subsidiary of Company or is merged
into or consolidated with Company or any of its
Subsidiaries or that Person’s assets are acquired by
Company or any of its Subsidiaries: $[___,___,___]

(c) the income of any Subsidiary of Company to the extent
that the declaration or payment of dividends or similar
distributions by that Subsidiary of that income is not at
the time permitted by operation of the terms of its charter
or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to that
Subsidiary: $[___,___,___]

(d) any gains or losses attributable to Asset Sales or
returned surplus assets of any Pension Plan: $[___,___,___]

(e) to the extent not included in clauses (ii)(a) through (d)
above, any net extraordinary gains or net
extraordinary losses: $[___,___,___]

11. Consolidated Total Debt: $[___,___,___]

12. Consolidated Working Capital: (i) - (ii) = $[___,___,___]

(i) Consolidated Current Assets: $[___,___,___]

(ii) Consolidated Current Liabilities: $[___,___,___]

13. Consolidated Working Capital Adjustment: (i) - (ii) = $[___,___,___]

(i) Consolidated Working Capital as of the
beginning of such period: $[___,___,___]

(ii) Consolidated Working Capital as of the end of
such period: $[___,___,___]

14. Minimum Liquidity:

Unrestricted cash in Controlled Accounts as of the time of determination: $[___,___,___]

Actual: $[___,___,___]

Required: $1,000,000

[Second Amendment to Amended and Restated Credit and Guaranty Agreement]

Confidential Treatment Requested by Speed Commerce, Inc.

15. Fixed Charge Coverage Ratio: (i)/(ii) = $[___,___,___]

(i) Consolidated Adjusted EBITDA for the four-Fiscal
Quarter Period then ended: $[___,___,___]

(ii) Consolidated Fixed Charges for such four-Fiscal
Quarter period: $[___,___,___]

Actual: _.__:1.00

Required: _.__:1.00

16. Leverage Ratio: (i)/(ii) = $[___,___,___]

(i) Consolidated Total Debt $[___,___,___]

(ii) Consolidated Adjusted EBITDA for the four-
Fiscal Quarter period then ended: $[___,___,___]

Actual: _.__:1.00

Required: _.__:1.00

17.	Minimum Consolidated EBITDA:

(i) Consolidated EBITDA or such Fiscal Quarter: $[___,___,___]

(ii) Minimum Consolidated EBITDA for such Fiscal Quarter: $[___,___,___]

18.	Maximum Consolidated Capital Expenditures

(i) Consolidated Capital Expenditures for such period $[___,___,___]

(ii) Maximum Consolidated Capital Expenditures for such period: $[___,___,___]

[Second Amendment to Amended and Restated Credit and Guaranty Agreement]

Confidential Treatment Requested by Speed Commerce, Inc.

ANNEX B

Speed Commerce Inc.

Balance Sheet Adjustments - EBITDA Addbacks

Fiscal Year Ended 3-31-15

1	Goodwill & Intangible Assets
	Goodwill	63.00
	Intangibles	39.30
	Total potential write down	102.30

2	Web Development and Project Impairment
	Total potential write down	19.10

3	Other Balance Sheet Items
	Total potential write offs (AR, PPE, Reconciliations)	3.40

[Second Amendment to Amended and Restated Credit and Guaranty Agreement]

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Confidential Treatment Requested by Speed Commerce, Inc. CONSENT AND SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

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