{"id":40757,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-to-add-directors-to-board-navarre-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-to-add-directors-to-board-navarre-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/agreement-to-add-directors-to-board-navarre-corp.html","title":{"rendered":"Agreement to Add Directors to Board – Navarre Corp."},"content":{"rendered":"

AGREEMENT<\/strong><\/p>\n

\n

This Agreement (this “Agreement<\/em>“), dated as of February 11, 2011, is
\nby and among Navarre Corporation, a Minnesota corporation (the
\n“Company<\/em>“), Steven R. Becker, an individual resident of Texas
\n(“Becker<\/em>“) and Matthew A. Drapkin, an individual resident of New York
\n(“Drapkin<\/em>“), and the other entities that are signatories hereto
\n(collectively with Becker and Drapkin, the “Shareholder Group<\/em>“).<\/p>\n<\/p>\n

WHEREAS, the Company and the Shareholder Group have determined that the
\ninterests of the Company and its shareholders would be best served by adding the
\nDesignee Directors to the Board (as such terms are defined below), and making
\nother changes to the composition of the Board, on the terms and conditions set
\nforth in this Agreement;<\/p>\n<\/p>\n

NOW, THEREFORE, in consideration of the foregoing premises and the respective
\nrepresentations, warranties, covenants, agreements and conditions hereinafter
\nset forth, and intending to be legally bound hereby, the parties hereby agree as
\nfollows:<\/p>\n<\/p>\n

1. Representations and Warranties of the Company. The Company represents and
\nwarrants as follows as of the date hereof:<\/p>\n<\/p>\n

(a) The Company has the corporate power and authority to execute, deliver and
\ncarry out the terms and provisions of this Agreement and to consummate the
\ntransactions contemplated hereby.<\/p>\n<\/p>\n

(b) This Agreement has been duly and validly authorized, executed and
\ndelivered by the Company, constitutes a valid and binding obligation and
\nagreement of the Company, and is enforceable against the Company in accordance
\nwith its terms, except as enforcement thereof may be limited by applicable
\nbankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
\nsimilar laws affecting the rights of creditors and subject to general equity
\nprinciples.<\/p>\n<\/p>\n

(c) The execution, delivery and performance of this Agreement by the Company
\ndoes not and will not (i) violate or conflict with any law, rule, regulation,
\norder, judgment or decree applicable to it, or (ii) result in any material
\nbreach or violation of or constitute a material default (or an event which with
\nnotice or lapse of time or both could become a material default) under or
\npursuant to, or result in the loss of a material benefit under, or give any
\nright of termination, amendment, acceleration or cancellation of, any
\norganizational document, agreement, contract, commitment, understanding or
\narrangement to which the Company is a party or by which it is bound.<\/p>\n<\/p>\n

2. Representations and Warranties of the Shareholder Group<\/u>. Each of
\nthe members of the Shareholder Group severally, and not jointly, represents and
\nwarrants with respect to himself or itself as follows as of the date hereof:\n<\/p>\n<\/p>\n

(a) Such party has the power and authority to execute, deliver and carry out
\nthe terms and provisions of this Agreement and to consummate the transactions
\ncontemplated hereby. Such party, if an entity, has the limited partnership or
\nlimited<\/p>\n<\/p>\n

\n

liability company power and authority, as applicable, to execute, deliver and
\ncarry out the terms and provisions of this Agreement and to consummate the
\ntransactions contemplated hereby.<\/p>\n<\/p>\n

(b) This Agreement has been duly and validly authorized, executed, and
\ndelivered by such party, constitutes a valid and binding obligation and
\nagreement of such party, and is enforceable against such party in accordance
\nwith its terms, except as enforcement thereof may be limited by applicable
\nbankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
\nsimilar laws affecting the rights of creditors and subject to general equity
\nprinciples.<\/p>\n<\/p>\n

(c) As of the date thereof, such party was the “beneficial owner” of a number
\nof shares of Common Stock (as defined below) as set forth on the cover page
\nrelating to such party in the Schedule 13D filed by Becker Drapkin Management,
\nL.P. with the Securities and Exchange Commission (the “SEC<\/em>“) on
\nSeptember 16, 2010, as amended (the “Schedule 13D<\/em>“). As of the date
\nhereof, the members of the Shareholder Group own in the aggregate 3,621,701
\nshares of Common Stock and warrants to acquire 142,857 shares of Common Stock.
\nExcept for those Affiliates and Associates of such member with respect to whom a
\ncover page is included in the Schedule 13D, no other Affiliate or Associate of
\nsuch member beneficially owns any shares of Common Stock.<\/p>\n<\/p>\n

(d) The execution, delivery and performance of this Agreement by such party
\ndoes not and will not (i) violate or conflict with any law, rule, regulation,
\norder, judgment or decree applicable to him or it, or (ii) result in any
\nmaterial breach or violation of or constitute a material default (or an event
\nwhich with notice or lapse of time or both could become a material default)
\nunder or pursuant to, or result in the loss of a material benefit under, or give
\nany right of termination, amendment, acceleration or cancellation of, any
\norganizational document, agreement, contract, commitment, understanding or
\narrangement to which he or it is a party or by which he or it is bound.<\/p>\n<\/p>\n

3. Definitions<\/u>. For purposes of this Agreement:<\/p>\n<\/p>\n

(a) The terms “Affiliate<\/em>” and “Associate<\/em>” have the
\nrespective meanings set forth in Rule 12b-2 promulgated by the SEC under the
\nSecurities Exchange Act of 1934, as amended (the “Exchange Act<\/em>“),
\nprovided that neither “Affiliate” nor “Associate” shall include (i) any person
\nthat is a publicly held concern and is otherwise an Affiliate or Associate by
\nreason of the fact that a principal of any member of the Shareholder Group
\nserves as a member of the board of directors or similar governing body of such
\nconcern, (ii) such member of the board of directors or other similar governing
\nbody of such concern or (iii) any entity which is an Associate solely by reason
\nof clause (1) of the definition of Associate in Rule 12b-2; the terms
\n“beneficial owner” and “beneficial ownership” shall have the respective meanings
\nas set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; and
\nthe terms “person” or “persons” shall mean any individual, corporation
\n(including not-for-profit), general or limited partnership, limited liability
\ncompany, joint venture, estate, trust, association, organization or other entity
\nof any kind or nature.<\/p>\n<\/p>\n

2<\/p>\n

\n

\n

(b) “Board<\/em>” means the Board of Directors of the Company.<\/p>\n<\/p>\n

(c) “Common Stock<\/em>” means the Common Stock of the Company, with no
\npar value.<\/p>\n<\/p>\n

(d) “Shareholder Group Event” <\/em>means the earliest to occur of: (i)
\nthe first date on which any member of the Shareholder Group engages in any of
\nthe activities prohibited by Section 5 if such violation is material and not
\nwholly cured within three (3) business days following written notice thereof by
\nthe Company, (ii) the first date on which the members of the Shareholder Group
\nsell, transfer or otherwise dispose of shares of Common Stock such that the
\nShareholder Group153s aggregate beneficial ownership of Common Stock is reduced
\nbelow 5% of the outstanding Common Stock; (iii) the date on which there are no
\nDesignee Directors in office as members of the Board, if the Shareholder Group
\nhas not named a successor in accordance with Section 4(f) hereof; or (iv) the
\nend of the Standstill Period.<\/p>\n<\/p>\n

(e) “Standstill Period<\/em>” means the period from the date hereof until
\nthe earlier of:<\/p>\n<\/p>\n

(i) the two-year anniversary of the date hereof; or<\/p>\n<\/p>\n

(ii) such date, if any, as the Company has materially breached any of its
\nrepresentations, warranties, commitments or obligations set forth in Sections 1,
\n4(a), 4(b), 4(e), 4(f), and 4(g) of this Agreement (the “Principal
\nObligations<\/em>“) and such material breach has not been wholly cured within
\nthree (3) business days thereof.<\/p>\n<\/p>\n

4. Election of the Designee Directors; Related Matters<\/u>.<\/p>\n<\/p>\n

(a) As soon as reasonably practicable but in any event within five (5)
\nbusiness days from the date hereof (the “Appointment Date<\/em>“):<\/p>\n<\/p>\n

(i) in accordance with the Company153s Amended and Restated Articles of
\nIncorporation (the “Articles<\/em>“) and Amended and Restated Bylaws (the
\n“Bylaws<\/em>“), at least one (1) member of the Board shall have resigned,
\neffective no later than as of the Appointment Date;<\/p>\n<\/p>\n

(ii) to the extent necessary, in accordance with the Articles and Bylaws, the
\nBoard shall adopt a resolution increasing the size of the Board by one director,
\nto a total of ten (10) directors, effective as of the Appointment Date;<\/p>\n<\/p>\n

(iii) the Board shall have appointed Richard Willis (“Willis<\/em>“) as a
\ndirector of the Company, effective as of the Appointment Date, to serve as a
\nClass I member of the Board until the Company153s 2011 Annual Meeting of
\nShareholders (the “2011 Annual Meeting<\/em>“) and until his successor is
\nduly elected and qualified;<\/p>\n<\/p>\n

3<\/p>\n

\n

\n

(iv) the Board shall have appointed Bradley Shisler (“Shisler”, <\/em>and
\ncollectively with Willis, the “Designee Directors<\/em>“) as a director of
\nthe Company, effective as of the Appointment Date, to serve as a Class I member
\nof the Board until the 2011 Annual Meeting and until his successor is duly
\nelected and qualified;<\/p>\n<\/p>\n

(v) the Board shall adopt a resolution appointing Shisler to serve as a
\nmember of the Governance and Nominating Committee, the Audit Committee, and the
\nStrategic Transactions Committee, and Willis to serve as a member of the
\nCompensation Committee, effective as of the Appointment Date, and each of the
\nDesignee Directors shall continue to serve on such Committees so long as he
\ncontinues to be a member of the Board;<\/p>\n<\/p>\n

(vi) the Board shall also adopt a resolution requiring that no more than
\nthree (3) directors shall serve on the Governance and Nominating Committee,
\nincluding Shisler, and no more than three (3) shall serve on the Compensation
\nCommittee, including Willis; and<\/p>\n<\/p>\n

(vii) in the event that any special committees are formed during the
\nStandstill Period, one of the Designee Directors shall have the opportunity to
\nserve as a member of each such committee, provided he satisfies any independence
\nrequirements for membership on such committee.<\/p>\n<\/p>\n

(b) So long as a Shareholder Group Event has not occurred, the Board and the
\nGovernance and Nominating Committee shall nominate each of Willis and Shisler
\nfor election as a director at the 2011 Annual Meeting for a one-year term and at
\nthe Company153s 2012 Annual Meeting of Shareholders (the “2012 Annual
\nMeeting<\/em>“) for a three-year term. The Company agrees to recommend that the
\nCompany153s shareholders vote, and shall solicit proxies, in favor of the election
\nof Willis and Shisler at such meetings and otherwise support Willis and Shisler
\nfor election in a manner no less rigorous and favorable than the manner in which
\nthe Company supports its other nominees.<\/p>\n<\/p>\n

(c) The members of the Shareholder Group shall promptly file an amendment to
\nthe Schedule 13D reporting the entry into this agreement, amending applicable
\nitems to conform to their obligations hereunder and appending or incorporating
\nby reference this Agreement as an exhibit thereto. The members of the
\nShareholder Group shall provide to the Company a reasonable opportunity to
\nreview and comment on such amendment in advance of filing, and shall consider in
\ngood faith the reasonable and timely comments of the Company. The Company and
\nBecker and Drapkin shall discuss in good faith whether or not the Company shall
\nissue a press release with respect to the execution and delivery of this
\nAgreement by the parties hereto and the material provisions hereof, which press
\nrelease, if issued, will be subject to the mutual agreement of the parties; if
\nthe Company files a Form 8-K in lieu of a press release, the Company shall
\nprovide to Becker and Drapkin a reasonable opportunity to review and comment on
\nsuch Form 8-K in advance of its filing, and shall consider in good faith the
\nreasonable and timely comments of Becker and Drapkin.<\/p>\n<\/p>\n

4<\/p>\n

\n

\n

(d) So long as the Company has complied and is complying with the Principal
\nObligations, each member of the Shareholder Group shall cause all shares of
\nCommon Stock owned of record and shall instruct the record owner, in case of all
\nshares of Common Stock beneficially owned but not of record, by it and their
\nrespective Affiliates, as of the record date for the 2011 Annual Meeting and for
\nthe 2012 Annual Meeting, to be present for quorum purposes and to be voted, and
\nshall cause all shares of Common Stock held by their respective Associates to be
\npresent for quorum purposes and to be voted in favor of all directors nominated
\nby the Board for election at the 2011 Annual Meeting and the 2012 Annual
\nMeeting, respectively; provided such directors nominated by the Board are either
\ncurrent members of the Board or otherwise reasonably acceptable to the
\nShareholder Group.<\/p>\n<\/p>\n

(e) The Company agrees (i) that the size of the Board shall only be increased
\nat any time prior to the conclusion of the 2012 Annual Meeting in connection
\nwith the appointment of the Designee Directors; (ii) that in the event of the
\nfirst vacancy on account of the death, resignation or removal of any member of
\nthe Board other than one of the Designee Directors prior to the conclusion of
\nthe 2011 Annual Meeting such vacancy shall not be filled and the Board shall
\nadopt, in accordance with the Articles and Bylaws, a resolution to reduce the
\nsize of the Board accordingly; (iii) that, to the extent necessary and in
\naccordance with the Articles and Bylaws, the Board shall adopt a resolution
\ndecreasing the size of the Board by one director, to a total of nine (9)
\ndirectors effective immediately after the 2011 Annual Meeting; (iv) that after
\nthe Appointment Date but prior to the 2011 Annual Meeting, one member of the
\nBoard, other than one of the Designee Directors, shall resign or not stand for
\nre-election, to the extent necessary so that the size of the Board shall consist
\nof a total of nine (9) directors; and (v) that the Company shall hold the 2011
\nAnnual Meeting no later than October 15, 2011.<\/p>\n<\/p>\n

(f) Provided that a Shareholder Group Event has not occurred, if at any time
\nprior to the termination of the Standstill Period, any Director Designee is
\nunable or unwilling to serve (or continue to serve) as a director of the Company
\nfor any reason, then the Shareholder Group and the Company shall agree on a
\nreplacement for such Designee Director, and for all purposes the provisions of
\nthis Agreement with respect to such Designee Director153s rights and obligations
\nas a director (and not as a member of the Shareholder Group) shall apply to such
\nreplacement director.<\/p>\n<\/p>\n

(g) The Company agrees that if at any time prior to a Shareholder Group
\nEvent, the chairmanship of the Board changes, the new chairman shall be a
\nnon-employee, independent director.<\/p>\n<\/p>\n

(h) Becker Drapkin Management, L.P., Becker Drapkin Partners (QP), L.P.,
\nBecker Drapkin Partners, L.P., and BD Partners II, L.P. hereby withdraw their
\nletter dated November 10, 2010, to the Secretary of the Company making a demand
\npursuant to Section 302A.461 of the Minnesota Business Corporation Act.<\/p>\n<\/p>\n

5<\/p>\n

\n

\n

5. Standstill<\/u>.<\/p>\n<\/p>\n

Each member of the Shareholder Group agrees that, during the Standstill
\nPeriod, he or it will not, and he or it will cause each of such person153s
\nAffiliates or agents or other persons acting on his or its behalf not to, and
\nwill cause his or its respective Associates not to:<\/p>\n<\/p>\n

(a) acquire, offer to acquire or agree to acquire, alone or in concert with
\nany other individual or entity, by purchase, tender offer, exchange offer,
\nagreement or business combination or any other manner, beneficial ownership of
\nany securities of the Company or any securities of any Affiliate of the Company,
\nif, after completion of such acquisition or proposed acquisition, such party
\nwould beneficially own more than 14.99% of the outstanding shares of Common
\nStock;<\/p>\n<\/p>\n

(b) submit any shareholder proposal (pursuant to Rule 14a-8 promulgated by
\nthe SEC under the Exchange Act or otherwise) or any notice of nomination or
\nother business for consideration, or nominate any candidate for election to the
\nBoard or oppose the directors nominated by the Board, other than as expressly
\npermitted by this Agreement;<\/p>\n<\/p>\n

(c) form, join in or in any other way participate in a “partnership, limited
\npartnership, syndicate or other group” within the meaning of Section 13(d)(3) of
\nthe Exchange Act with respect to the Common Stock or deposit any shares of
\nCommon Stock in a voting trust or similar arrangement or subject any shares of
\nCommon Stock to any voting agreement or pooling arrangement, other than solely
\nwith other members of the Shareholder Group or one or more Affiliates of a
\nmember of the Shareholder Group with respect to the Common Stock currently owned
\nas set forth in Section 2(c) of this Agreement or acquired in the future subject
\nto the limitations set forth in Section 5(a) or to the extent such a group may
\nbe deemed to result with the Company or any of its Affiliates as a result of
\nthis Agreement;<\/p>\n<\/p>\n

(d) solicit proxies or written consents of shareholders, or otherwise conduct
\nany nonbinding referendum with respect to Common Stock, or make, or in any way
\nparticipate in, any “solicitation” of any “proxy” within the meaning of Rule
\n14a-1 promulgated by the SEC under the Exchange Act to vote, or advise,
\nencourage or influence any person with respect to voting, any shares of Common
\nStock with respect to any matter, or become a “participant” in any contested
\n“solicitation” for the election of directors with respect to the Company (as
\nsuch terms are defined or used under the Exchange Act and the rules promulgated
\nby the SEC thereunder), other than a “solicitation” or acting as a “participant”
\nin support of all of the nominees of the Board at the 2011 Annual Meeting or
\n2012 Annual Meeting as set forth in this Agreement;<\/p>\n<\/p>\n

(e) seek, in any capacity other than as a member of the Board, to call, or to
\nrequest the calling of, a special meeting of the shareholders of the Company, or
\nseek to make, or make, a shareholder proposal at any meeting of the shareholders
\nof the Company or make a request for a list of the Company153s shareholders (or
\notherwise induce, encourage or assist any other person to initiate or pursue
\nsuch a proposal or request) or otherwise acting alone, or in concert with
\nothers, seek to control or influence<\/p>\n<\/p>\n

6<\/p>\n

\n

\n

the governance or policies of the Company, except as expressly permitted by
\nthis Agreement;<\/p>\n<\/p>\n

(f) effect or seek to effect, in any capacity other than as a member of the
\nBoard (including, without limitation, by entering into any discussions,
\nnegotiations, agreements or understandings with any third person), offer or
\npropose (whether publicly or otherwise) to effect, or cause or participate in,
\nor in any way assist or facilitate any other person to effect or seek, offer or
\npropose (whether publicly or otherwise) to effect or cause or participate in (i)
\nany acquisition of any material assets or businesses of the Company or any of
\nits subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition
\nor other business combination involving the Company or any of its subsidiaries,
\nor (iii) any recapitalization, restructuring, liquidation, dissolution or other
\nextraordinary transaction with respect to the Company or any of its
\nsubsidiaries;<\/p>\n<\/p>\n

(g) publicly disclose, or cause or facilitate the public disclosure
\n(including without limitation the filing of any document or report with the SEC
\nor any other governmental agency or any disclosure to any journalist, member of
\nthe media or securities analyst) of, any intent, purpose, plan or proposal to
\nobtain any waiver, or consent under, or any amendment of, any of the provisions
\nof Section 4(d) or this Section 5, or otherwise seek (in any manner that would
\nrequire public disclosure by any of the members of the Shareholder Group or
\ntheir Affiliates or Associates) to obtain any waiver, consent under, or
\namendment of, any provision of this Agreement;<\/p>\n<\/p>\n

(h) publicly disparage any member of the Board or management of the Company;
\nprovided that this provision shall not apply to compelled testimony, either by
\nlegal process, subpoena or otherwise, or to communications that are required by
\nan applicable legal obligation and are subject to contractual provisions
\nproviding for confidential disclosure;<\/p>\n<\/p>\n

(i) enter into any arrangements, understandings or agreements (whether
\nwritten or oral) with, or advise, finance, assist or encourage, any other person
\nthat engages, or offers or proposes to engage, in any of the foregoing; or<\/p>\n<\/p>\n

(j) take or cause or induce or assist others to take any action inconsistent
\nwith any of the foregoing.<\/p>\n<\/p>\n

6. Non-Disparagement<\/u>. Provided that a Shareholder Group Event has not
\noccurred, during the Standstill Period the Company shall not publicly disparage
\nany member of the Shareholder Group or any member of the management of the
\nShareholder Group, provided that this provision shall not apply to compelled
\ntestimony, either by legal process, subpoena or otherwise, or to communications
\nthat are required by an applicable legal obligation or are subject to
\ncontractual provisions providing for confidential disclosure.<\/p>\n<\/p>\n

7. Expenses<\/u>. All costs and expenses incurred in connection with this
\nAgreement will be paid by the party incurring such cost or expense.<\/p>\n<\/p>\n

8. Specific Performance<\/u>. Each party hereto acknowledges and agrees, on
\nbehalf of itself and its Affiliates, that irreparable harm would occur in the
\nevent any of the provisions of<\/p>\n<\/p>\n

7<\/p>\n

\n

\n

this Agreement were not performed in accordance with their specific terms or
\nwere otherwise breached. It is accordingly agreed that the parties will be
\nentitled to specific relief hereunder, including, without limitation, an
\ninjunction or injunctions to prevent and enjoin breaches of the provisions of
\nthis Agreement and to enforce specifically the terms and provisions hereof in
\nany state or federal court in the State of Minnesota, in addition to any other
\nremedy to which they may be entitled at law or in equity. Any requirements for
\nthe securing or posting of any bond with such remedy are hereby waived.<\/p>\n<\/p>\n

9. Jurisdiction<\/u>. Each party hereto agrees, on behalf of itself and its
\nAffiliates, that any actions, suits or proceedings arising out of or relating to
\nthis Agreement or the transactions contemplated hereby will be brought solely
\nand exclusively in any state or federal court in the State of Minnesota (and the
\nparties agree on behalf of themselves and their respective Affiliates not to
\ncommence any action, suit or proceeding relating thereto except in such courts),
\nand further agrees that service of any process, summons, notice or document by
\nU.S. registered mail to the respective addresses set forth in Section 13 of this
\nAgreement will be effective service of process for any such action, suit or
\nproceeding brought against any party in any such court. Each party, on behalf of
\nitself and its Affiliates, irrevocably and unconditionally waives any objection
\nto the laying of venue of any action, suit or proceeding arising out of this
\nAgreement or the transactions contemplated hereby, in the state or federal
\ncourts in the State of Minnesota, and hereby further irrevocably and
\nunconditionally waives and agrees not to plead or claim in any such court that
\nany such action, suit or proceeding brought in any such court has been brought
\nin an improper or inconvenient forum.<\/p>\n<\/p>\n

10. Applicable Law<\/u>. This Agreement shall be governed in all respects,
\nincluding validity, interpretation and effect, by the laws of the State of
\nMinnesota applicable to contracts executed and to be performed wholly within
\nsuch state, without giving effect to the choice of law principles of such state.\n<\/p>\n<\/p>\n

11. Counterparts; Facsimile or Electronic Signatures<\/u>. This Agreement
\nmay be executed in two or more counterparts which together shall constitute a
\nsingle agreement. Facsimile or electronic (i.e.<\/em>, PDF) signatures shall
\nbe as effective as original signatures.<\/p>\n<\/p>\n

12. Entire Agreement; Amendment and Waiver; Successors and Assigns<\/u>.
\nThis Agreement contains the entire understanding of the parties hereto with
\nrespect to, and supersedes all prior agreements relating to, its subject matter.
\nThere are no restrictions, agreements, promises, representations, warranties,
\ncovenants or undertakings between the parties other than those expressly set
\nforth herein. This Agreement may be amended only by a written instrument duly
\nexecuted by the parties hereto or their respective successors or assigns. No
\nfailure on the part of any party to exercise, and no delay in exercising, any
\nright, power or remedy hereunder shall operate as a waiver thereof, nor shall
\nany single or partial exercise of such right, power or remedy by such party
\npreclude any other or further exercise thereof or the exercise of any other
\nright, power or remedy. All remedies hereunder are cumulative and are not
\nexclusive of any other remedies provided by law. The terms and conditions of
\nthis Agreement shall be binding upon, inure to the benefit of, and be
\nenforceable by the parties hereto and their respective successors, heirs,
\nexecutors, legal representatives, and assigns.<\/p>\n<\/p>\n

8<\/p>\n

\n

\n

13. Notices<\/u>. All notices, consents, requests, instructions, approvals
\nand other communications provided for herein and all legal process in regard
\nhereto shall be in writing and shall be deemed validly given, made or served,
\n(a) if given by telecopy, when such telecopy is transmitted to the telecopy
\nnumber set forth below, or to such other telecopy number as is provided by a
\nparty to this Agreement to the other parties pursuant to notice given in
\naccordance with the provisions of this Section, and the appropriate confirmation
\nis received, or (b) if given by any other means, when actually received during
\nnormal business hours at the address specified in this Section, or at such other
\naddress as is provided by a party to this Agreement to the other parties
\npursuant to notice given in accordance with the provisions of this Section:<\/p>\n<\/p>\n

if to the Company:<\/p>\n<\/p>\n

Navarre Corporation
\n7400 49th<\/sup> Avenue North
\nNew Hope, Minnesota 55428
\nFacsimile: (763) 533-2156
\nAttention: Chief Executive Officer
\nAttention: General Counsel<\/p>\n<\/p>\n

with a copy to:<\/p>\n<\/p>\n

Dorsey & Whitney LLP
\n50 South 6th<\/sup> Street, Suite 1500
\nMinneapolis, Minnesota 55402
\nFacsimile: (612) 340-2868
\nAttention: Matthew J. Knopf<\/p>\n<\/p>\n

if to the Shareholder Group or any member thereof:<\/p>\n<\/p>\n

Becker Drapkin Management, L.P.
\n300 Crescent Court
\nSuite 1111
\nDallas, Texas 75201
\nFacsimile: (214) 756 6037
\nAttention: Matthew A. Drapkin<\/p>\n<\/p>\n

with a copy to:<\/p>\n<\/p>\n

Boies, Schiller & Flexner LLP
\n575 Lexington Avenue, 7th Floor
\nNew York, New York 10022
\nFacsimile: (212) 446-2350
\nAttention: Richard J. Birns, Esq.<\/p>\n<\/p>\n

14. No Third-Party Beneficiaries<\/u>. Nothing in this Agreement is
\nintended to confer on any person other than the parties hereto or their
\nrespective successors and assigns, and their<\/p>\n<\/p>\n

9<\/p>\n

\n

\n

respective Affiliates to the extent provided herein, any rights, remedies,
\nobligations or liabilities under or by reason of this Agreement.<\/p>\n<\/p>\n

[Signature page follows.]<\/p>\n

\n

10<\/p>\n

\n

\n

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
\nthe duly authorized signatories of the parties as of the date first written
\nabove.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

COMPANY:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

NAVARRE CORPORATION<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

SHAREHOLDER GROUP:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

BECKER DRAPKIN MANAGEMENT, L.P.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

BC Advisors, LLC, its general partner<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

BECKER DRAPKIN PARTNERS (Q.P.), L.P.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

Becker Drapkin Management, L.P.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

BC Advisors, LLC, its general partner<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

11<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

BECKER DRAPKIN PARTNERS, L.P.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

Becker Drapkin Management, L.P.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

BC Advisors, LLC, its general partner<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

BD PARTNERS II, L.P.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

Becker Drapkin Management, L.P.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

BC Advisors, LLC, its general partner<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

BC ADVISORS, LLC<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Steven R. Becker<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Matthew A. Drapkin<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

12<\/p>\n

<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8306],"corporate_contracts_industries":[],"corporate_contracts_types":[9553],"class_list":["post-40757","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-navarre-corp","corporate_contracts_types-corporate"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40757","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40757"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40757"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40757"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40757"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}