AGREEMENT AND PLAN OF MERGER among NAVARRE CORPORATION, SFC ACQUISITION CO., INC., SPEEDFC, INC., THE STOCKHOLDERS AND OPTION HOLDERS LISTED ON SCHEDULES A-1 and A-2 HERETO, AND JEFFREY B. ZISK, IN HIS CAPACITY AS EQUITYHOLDER REPRESENTATIVE Dated as...Agreement and Plan of Merger • September 28th, 2012 • Navarre Corp /Mn/ • Wholesale-computers & peripheral equipment & software • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of September 27, 2012 (this “Agreement”), is by and among Navarre Corporation, a Minnesota corporation (“Parent”), SFC Acquisition Co., Inc., a Minnesota corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), SpeedFC, Inc., a Delaware corporation (the “Company”), each of the persons listed on Schedule A-1 attached hereto (collectively, the “SFC Stockholders,” and each individually a “SFC Stockholder”), each of the persons listed on Schedule A-2 attached hereto (collectively, the “SFC Optionholders,” and each individually a “SFC Optionholder”) (the SFC Stockholders and SFC Optionholders being referred to collectively as the “SFC Equityholders”) and Jeffrey B. Zisk (“Zisk”) in his capacity as representative of the SFC Equityholders (the “Equityholder Representative”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 28th, 2012 • Navarre Corp /Mn/ • Wholesale-computers & peripheral equipment & software • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of __________ ___, 2012, by and among Navarre Corporation, a Minnesota corporation (the “Company”), each of the individual signatories hereto (collectively, the “SFC Equityholders” and each individually an “SFC Equityholder”) and Jeffrey B. Zisk in his capacity as representative of the SFC Equityholders (the “Equityholder Representative”). The SFC Equityholders and the Equityholder Representative will be referred to collectively herein as the “Sellers.”
EXECUTIVE EMPLOYMENT AGREEMENT WITH RESTRICTIVE COVENANTSExecutive Employment Agreement • September 28th, 2012 • Navarre Corp /Mn/ • Wholesale-computers & peripheral equipment & software • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT WITH RESTRICTIVE COVENANTS (the (“Agreement”) is entered into on _________, 2012, by and between Navarre Corporation, a Minnesota Corporation (the “Company”), and Jeffrey B. Zisk (the “Executive”).
