0000950134-05-006724 Sample Contracts

AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 4th, 2005 • Navarre Corp /Mn/ • Wholesale-computers & peripheral equipment & software

THIS AMENDMENT (“Amendment”) to Stock Purchase Agreement is made this 31st day of March, 2005, by and between Navarre Corporation, a Minnesota corporation (“Purchaser”) and Michael A. Bell (“Seller”).

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LIMITED WAIVER WITH RESPECT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • April 4th, 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 31st 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.

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 4th, 2005 • Navarre Corp /Mn/ • Wholesale-computers & peripheral equipment & software

THIS AMENDMENT (“Amendment”) to Stock Purchase Agreement is made this 31st day of March, 2005, by and between Navarre Corporation, a Minnesota corporation (the “Company”) and Michael A. Bell (“Seller”).

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