ASSET PURCHASE AGREEMENT among: FIFTH GEAR ACQUISITIONS, INC., as Purchaser SPEED COMMERCE, INC. and SIGMA HOLDINGS, LLC, SIGMA MICRO, LLC and LEXTON GROUP, L.L.C., as Sellers, the Members of SIGMA HOLDINGS, LLC and Albert Langsenkamp, In HIS CAPACITY...Asset Purchase Agreement • November 26th, 2014 • Speed Commerce, Inc. • Wholesale-computers & peripheral equipment & software • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is being entered into effective as of November 21, 2014 (the “Effective Date”), by and among Fifth Gear Acquisitions, Inc., a Minnesota corporation (“Purchaser”), and Speed Commerce, Inc., a Minnesota corporation (“Parent Company”), on one hand, and Sigma Holdings, LLC, an Indiana limited liability company, Sigma Micro, LLC, an Indiana limited liability company, and Lexton Group, L.L.C., a Missouri limited liability company (collectively, “Sellers”), and Albert Langsenkamp (“Langsenkamp”), Sigma Holdings, Inc., an Indiana corporation, Therese Langsenkamp, Jack Alexander, Jan Alexander, Matthew J. Smith, Joan H. Smith Trust U/A 9/11/1985, Robert L. Richardson Jr., David L. Hecht, Martha S. Moore, Matthew L. Konkle, Donald J.B. Van der Wiel, Jeffrey Dahltorp (collectively, along with Langsenkamp, the “Members” and each individually a “Member”; and collectively with the Sellers, the “Selling Parties” and each individually a “Selling Party”)
AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of November 21, 2014 among SPEED COMMERCE, INC, as the Company, CERTAIN SUBSIDIARIES OF THE COMPANY as Guarantors, VARIOUS LENDERS, GARRISON LOAN AGENCY SERVICES LLC as Administrative Agent,...Credit and Guaranty Agreement • November 26th, 2014 • Speed Commerce, Inc. • Wholesale-computers & peripheral equipment & software • New York
This CREDIT AND GUARANTY AGREEMENT (this “Agreement”), dated as of November 21, 2014, is entered into by and among SPEED COMMERCE, INC., a Minnesota corporation (“Company”) and CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party hereto from time to time, GARRISON LOAN AGENCY SERVICES LLC (“GLAS”), as Administrative Agent (in such capacity, “Administrative Agent”), Collateral Agent (in such capacity, “Collateral Agent”), Lead Arranger, as Syndication Agent (in such capacity, “Syndication Agent”) and as Documentation Agent (in such capacity, “Documentation Agent”).
