0000950134-05-005299 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 17th, 2005 • Navarre Corp /Mn/ • Wholesale-computers & peripheral equipment & software • Minnesota

This Registration Rights Agreement (this “Agreement”) is made as of March 14th, 2005, by and among Navarre Corporation, a Minnesota corporation (the “Company”), and Michael A. Bell (the “Seller”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 17th, 2005 • Navarre Corp /Mn/ • Wholesale-computers & peripheral equipment & software • Minnesota

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 14th day of March, 2005 (the “Effective Date”), by and among Navarre Corporation, a Minnesota corporation (“Purchaser”) and Michael A. Bell (“Seller”).

LIMITED WAIVER WITH RESPECT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 17th, 2005 • Navarre Corp /Mn/ • Wholesale-computers & peripheral equipment & software • Illinois

This LIMITED WAIVER WITH RESPECT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Waiver”) is entered into as of this 15th day of March, 2005, by NAVARRE CORPORATION, a Minnesota corporation (“Borrower”), the Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as agent (the “Agent”) for itself and the Lenders under and as defined in the Credit Agreement (as hereinafter defined), and the Lenders. Unless otherwise specified herein, capitalized terms used in this Waiver shall have the meanings ascribed to them by the Credit Agreement.

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