8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 16, 2015

SPEED COMMERCE, INC.

(Exact name of Registrant as specified in its charter)

Minnesota	000-22982	41-1704319
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

1303 E. Arapaho Road, Suite 200

Richardson, TX 75081 

(Address of principal executive offices)

Registrant’s telephone number, including area code: (763) 535-8333

                                     Not Applicable                                  

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 1.01. Entry into a Material Definitive Agreement.

Item 9.01  Financial Statements and Exhibits.

SIGNATURES

Item 1.01 Entry Into a Material Definitive Agreement.

On April 16, 2015, Speed Commerce, Inc., together with certain of its subsidiaries (collectively, the “Company”), entered into an Amendment No. 1 to Asset Purchase Agreement (the “Amendment to Purchase Agreement”) with Sigma Holdings, LLC, together with certain of its subsidiaries, affiliates and shareholders (collectively, the “Sellers”). The Amendment to Purchase Agreement amended the Asset Purchase Agreement entered into by and among the Company and Sellers attached as Exhibit 2.1 to that certain current report on Form 8-K filed by the Company on November 26, 2014 (the “Purchase Agreement”).

Pursuant to the Amendment to Purchase Agreement, the Purchase Agreement was amended as follows: (i) common shares in the Company issuable to Sellers as a contingent earn-out payment were increased from a maximum of 7 million shares to 8.4 million shares (the “Earn-Out Shares”); (ii) the Earn-Out Shares, which are not presently reserved for issuance, are to be issued by the Company on or before October 31, 2015; (iii) if the Company does not issue the Earn-Out Shares prior to November 1, 2015, certain of the restrictive covenants in the Asset Purchase Agreement shall automatically terminate; (iv) $2.9 million of purchase price that is currently held in escrow will be released to Sellers within three days of the effective date of the Amendment to Purchase Agreement; (v) the remaining amount held in escrow, less the amount of any indemnity claims asserted, will be released to Sellers on November 21, 2015; (vi) the expiration date of Sellers indemnification obligations for a breach of representations and warranties, other than fundamental representations and warranties, is November 21, 2015; and (vii) the liability cap with respect to Sellers indemnification obligations for a breach of representations and warranties, other than fundamental representations and warranties, is $3.5 million.

The foregoing description of the Amendment to Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Amendment to Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated by reference herein.

On April 16, 2015, the Company entered into a Consent and First Amendment to Amended and Restated Credit and Guaranty Agreement with various lenders (the “Lenders”) and Garrison Loan Agency Services, LLC acting as agent (the “Amendment to Credit Agreement”). The Amendment to Credit Agreement amended the Asset Purchase Agreement entered into by and among the Company and the Lenders attached as Exhibit 10.1 to that certain current report on Form 8-K filed by the Company on November 26, 2014 (the “Credit Agreement”).

Pursuant to the Amendment to Credit Agreement, the Company is permitted to retain the full amount of proceeds received in connection with an offering of the Company’s common shares and warrants in the amount of $7.3 million announced April 16, 2015. Pursuant to the Amendment to Credit Agreement, the Company agreed to make a payment of $1.25 million in principle amortization to the Lenders by not later than April 21, 2015, in full replacement of two payments of $625,000 in principle amortization otherwise due to Lenders on June 30, 2015, and September 30, 2015.

The discussion herein regarding the Amendment to Credit Agreement is qualified in its entirety by reference to the Amendment to Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference.

Item 9.01  Financial Statements and Exhibits.

(c) Exhibits. The following exhibits are filed with this document:

Exhibit            

2.1     Form of Amendment to Purchase Agreement

10.1   Form of Amendment to Credit Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SPEED COMMERCE, INC.
Dated: April 16, 2015	By:     /s/ Ryan F. Urness
	Name: Ryan F. Urness
	Title: General Counsel and Secretary

EX-2.1

Exhibit 2.1

AMENDMENT No. 1 to Asset PURCHASE AGREEMENT

This AMENDMENT No. 1 to Asset PURCHASE AGREEMENT (this “Amendment”), dated effective as of April 16, 2015 (this “Amendment”), is 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”), on the other hand, and Langsenkamp, in his capacity as Sellers' Representative. Capitalized terms used in this Amendment but not otherwise defined herein have the meanings ascribed thereto in the Asset Purchase Agreement (as defined herein).

RECITALS:

A.     The parties hereto entered into that certain Asset Purchase Agreement dated as of November 21, 2014 (the “Purchase Agreement”), pursuant to which Sellers agreed to sell and Purchasers agreed to purchase from Sellers substantially all of the assets used by Sellers in connection with the Business.

B.     The parties hereto acknowledge that as of the date of this Amendment, the Parent Company does not a sufficient number of authorized or reserved shares of Parent Common Stock to permit the issuance of the Earn Out Shares.

C.     The parties hereto desire to amend certain provisions of the Purchase Agreement pursuant to the terms and subject to the conditions set forth herein.

NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. All references to "Earn Out Amount" in the Purchase Agreement are hereby deleted.

2. Earn Out Shares. Section 2.5 is hereby amended and restated as follows:

Section 2.5.     Earn Out Shares. On or before October 31, 2015, Parent Company shall issue to the Sellers Eight Million Four Hundred Thousand (8,400,000) shares of Parent Company Stock (the “Earn Out Shares”), subject to equitable adjustment for (i) any stock split, reverse stock split or combination of Parent Common Stock; (ii) stock dividend payable to the holders of the Parent Common Stock on account of such stock; or (iii) reorganization, recapitalization, combination, exchange of shares or other like change with respect to Parent Common Stock, in any such case occurring on or after April 16, 2015 but prior to the date on which the Earn Out Shares are issued; provided, however, that, for the purposes of clarification, no equitable adjustment shall be made with respect to any conversion rights held by the holders of any preferred stock, option, warrant or other derivative security. Promptly following the date in which the Earn Out Shares are issued, Purchaser shall use commercially reasonable efforts consistent with applicable securities Laws to file a prospectus supplement with the Securities and Exchange Commission (“SEC”) covering all of the Earn Out Shares and shall provide evidence of registration immediately upon receipt. Upon the approval of prospectus supplement by the SEC with respect to all of the Earn Out Shares, the Registration Rights Agreement shall terminate and be of no further force or effect.

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3. Escrow Amount. Section 2.11(b) is hereby amended and restated as follows:

(b)          Within three (3) business days of April 16, 2015 (the “Initial Release Date”), Two Million Nine Hundred Thirty Three Thousand Three Hundred Thirty Three and 33/100 Dollars ($2,933,333.33) shall be released from the Escrow Account and paid over to the Sellers by confirmed wire transfer of immediately available funds, with the costs of such disbursement paid from the Escrow Account. On the Initial Release Date, the parties to the Escrow Agreement shall instruct the Escrow Agent to release such amount to the Sellers by executing and delivering the notice in the form attached hereto as Exhibit D. All remaining portions of the Escrow Amount (except for the amount of any indemnity claims asserted by the Purchaser Indemnified Parties in good faith pursuant to Section 6.1 prior to the Final Release Date and which remain in dispute (a “Continuing Unresolved Amount”)) and any interest accrued thereon shall be released from the Escrow Account and paid over to the Sellers, by confirmed wire transfer of immediately available funds, within three (3) business days of November 21, 2015 (the “Final Release Date”). Any Continuing Unresolved Amount withheld from release after the Final Release Date and finally determined not to be subject to indemnification by the Selling Parties in accordance with this Agreement, shall be released to the Sellers by confirmed wire transfer of immediately available funds within three (3) business days following such determination.

4. Limitations on Liability; “Expiration Date”. Section 6.3(a) is hereby amended to (i) remove the reference to Section 3.20 as a “Fundamental Representation” and (ii) remove the phrase “eighteen (18) months following the Closing Date” and replace it with “twelve (12) months following the Closing Date”.

5. Limitations on Liability; “Cap”. Section 6.3(c) is hereby amended to remove the phrase “fifteen percent (15%) of the Purchase Price” and replace it with “Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00)”.

6. Restrictive Covenants. The following proviso shall be added to the first sentence of Section 5.7(a): “; provided, however, that in the event that the Earn Out Shares are not issued to the Sellers on or before October 31, 2015, the provisions of this Section 5.7(a) shall no longer apply and the Restricted Period with respect to the covenant set forth in this Section 5.7(a) shall be deemed to have ended on October 31, 2015; it being understood that nothing in this proviso shall affect or be deemed to waive or release any other covenants set forth in this Agreement or otherwise or modify the defined term ‘Restrictive Period’ for the purposes of the covenant set forth in Section 5.7(b).”

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7. Further Assurances. Purchaser and Sellers’ Representative agree to work together and cooperate to the extent reasonably necessary so as to facilitate the provisions of this Amendment and the Purchase Agreement. Further, subsequent to the execution of this Amendment, Purchaser and Sellers’ Representative, at the request of the other, shall each execute, deliver and acknowledge all such further instruments and documents and do and perform all such other acts and deeds as may be reasonably required to consummate the transactions contemplated by this Amendment and the Transaction Documents.

8. Effect of Amendment. This Amendment shall be effective upon execution by the Sellers, Purchaser, Parent Company and Sellers' Representative on the date first set forth above. Except for the changes specifically indicated above, no other changes are made to the Purchase Agreement, and the Purchase Agreement shall continue in full force in effect in accordance with its terms. The parties hereto have participated jointly in the negotiation and drafting of this Amendment. In the event an ambiguity or question of intent or interpretation arises, this Amendment shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Amendment.

9. Governing Law. This Amendment will be construed in accordance with, and governed in all respects by, the laws of the State of Delaware (without giving effect to principles of conflicts of law).

10. Expenses. Each party hereto shall bear all costs and expenses incurred or to be incurred by it, him or her, as the case may be, in negotiating and preparing this Amendment and in closing and carrying out the transactions contemplated by this Amendment.

11. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

[Signature Page to Follow]

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The parties hereto have caused this Amendment No. 1 Asset Purchase Agreement to be executed as of the date first set forth above.

SELLERS:
SIGMA HOLDINGS, LLC By:  Print Name:  Title:	SIGMA MICRO, LLC By:                                                                 Print Name:                                                   Title:
LEXTON GROUP, L.L.C. By:                                                                 Print Name:                                                  Title:
MEMBERS: SIGMA HOLDINGS, INC. By:                                                                 Print Name:                                                  Title:                                                             Matthew J. Smith Robert L. Richardson Jr. Martha S. Moore Therese Langsenkamp Jeffrey Dahltorp	Albert Langsenkamp Joan H. Smith Trust U/A 9/11/1985 By:                                                                 Print Name:                                                   Title:                                                              David L. Hecht Matthew L. Konkle Donald J.B. Van der Wiel
_____________________________ Jack Alexander	______________________________ Jan Alexander

The parties hereto have caused this Amendment No. 1 Asset Purchase Agreement to be executed as of the date first set forth above.

SELLERS' REPRESENTATIVE:

Albert Langsenkamp

The parties hereto have caused this Amendment No. 1 Asset Purchase Agreement to be executed as of the date first set forth above.

PURCHASER:

FIFTH GEAR ACQUISITIONS, INC.

By:                                                                      

Print Name: Richard S Willis

Title: Chief Executive Officer

PARENT COMPANY:

SPEED COMMERCE, INC.

By:                                                                      

Print Name: Richard S Willis

Title: Chief Executive Officer

EXHIBIT D

NOTICE TO ESCROW AGENT

April 16, 2015

Wilmington Trust, N.A.

50 South Sixth Street, Suite 1290

Minneapolis, Minnesota 55402

Attn: Aaron R. Soper

Facsimile: (612) 217-5651

Re: Escrow Agreement, dated November 21, 2014, by and among Fifth Gear Acquisitions, Inc. ("Purchaser"), Speed Commerce, Inc. ("Parent Company"), Albert Langsenkamp ("Sellers' Representative") in his capacity as representative of each of the Selling Parties, and Wilmington Trust, N.A. ("Escrow Agent") (the "Escrow Agreement")

Dear Mr. Soper:

Purchaser, Parent Company and Sellers' Representative hereby provide notice to Escrow Agent that the Purchase Agreement (as defined in the Escrow Agreement) has been amended pursuant to that certain Amendment No. 1 to Asset Purchase Agreement, dated as of the date hereof, by and among Purchaser, Parent Company, Sellers' Representative and certain other parties thereto, a copy of which is enclosed herewith. In furtherance thereof, Purchaser, Parent Company and Sellers' Representative hereby make the following amendments to the Escrow Agreement:

1. Section 1.3(a)(ii) of the Escrow Agreement is hereby amended and restated as follows:

"(ii) pursuant to Section 2.11(b) of the Purchase Agreement, to pay to the Sellers' Representative (for further distribution to the Selling Parties) within three (3) business days following April 16, 2015, $2,933,333.33 of the Escrow Amount via wire transfer as set forth below:

2. Section 1.3(a)(iii) of the Escrow Agreement is hereby amended to replace the phrase “eighteen (18) months” with “twelve (12) months”.

[Signature Page to Follow]

The parties hereto have caused this Notice to be executed as of the date first set forth above.

PURCHASER:

Fifth Gear Acquisitions, Inc.

By:           _________________________

Name:      Richard S Willis

Title:        Chief Executive Officer

PARENT COMPANY:

Speed Commerce, Inc.

By:           _________________________

Name:      Richard S Willis

Title:        Chief Executive Officer

Sellers’ Representative:

______________________________

Albert Langsenkamp, in his capacity as

representative of each of the Selling Parties

ACKNOWLEDGED AND AGREED:

WILMINGTON TRUST, N.A.

By:          _________________________

Name:     _________________________

Title:       _________________________

EX-10.1

Exhibit 10.1

Execution Copy

CONSENT AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

THIS CONSENT AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”), is entered into as of April 16, 2015, by and among SPEED COMMERCE, INC., a Minnesota corporation (the “Company”), the Guarantors listed on the signature pages hereof, the Lenders (as defined in the Credit Agreement (as hereinafter defined)) listed on the signature pages hereof, and GARRISON LOAN AGENCY SERVICES LLC, (“GLAS”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and GLAS, as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”, and together with the Administrative Agent, collectively, the “Agents” and each an “Agent”).

W I T N E S S E T H:

WHEREAS, the Company, the Guarantors, the lenders from time to time party thereto (“Lenders”) and Agents are parties to that certain Amended and Restated Credit and Guaranty Agreement dated as of November 21, 2014 (as amended hereby and as may be further amended, restated, supplemented or otherwise modified from time to time, after giving effect to this Amendment, the “Credit Agreement”);

WHEREAS, the Company has notified the Agents and the Lenders that intends to issue Capital Stock on the date hereof for Cash proceeds in an aggregate amount equal to $7,300,000 (the “Specified Equity Proceeds”), which shall be used to (a) finance the general corporate purposes of Company, (b) to pay the Specified Installments (as defined below) on the date hereof, and (c) to pay certain fees and expenses associated with the foregoing (the “Specified Use of Proceeds”);

WHEREAS, Section 2.11 of the Credit Agreement requires the Company to pay Installments of $625,000 on June 30, 2015 and $625,000 on September 30, 2015 (collectively, the “Specified Installments”), and at the Lenders’ request the Company has agreed to make such payments on the date hereof using a portion of the Specified Equity Proceeds;

WHEREAS, the Company has requested that the Specified Equity Proceeds not be required to be used to prepay the Obligations (other than the Specified Installments), and the Administrative Agent is willing to approve the Specified Use of Proceeds under clause (v) of Section 2.13(c) such that no prepayment of the Obligations is required with the Specified Equity Proceeds other than the payment of the Specified Installments on the date hereof;

WHEREAS, the Agents and the Lenders agree to amend the Credit Agreement on the terms set forth herein, subject to the terms and conditions hereof.

NOW, THEREFORE, in consideration of the foregoing and for other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.     Defined Terms. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement.

2.    Amendment to Credit Agreement. Upon satisfaction of the conditions to effectiveness set forth in Section 4 below, the Credit Agreement is hereby amended as follows:

Section 2.11 of the Credit Agreement is hereby amended by deleting the rows setting forth the Specified Installments, and replacing them as follows:

April 23, 2015 $1,250,000

3.     Consent. The Administrative Agent hereby consents to and approves of the Specified Use of Proceeds under clause (v) of Section 2.13(c) such that no prepayment of the Obligations is required with the Specified Equity Proceeds (other than, for the avoidance of doubt, the payment of the Specified Installments on the date hereof as required by Section 2.11 of the Credit Agreement as amended hereby). Each Lender party hereto hereby acknowledges and agrees that the Administrative Agent has the discretion to grant such consent under Section 2.13(c) of the Credit Agreement.

4.     Conditions. The effectiveness of this Amendment is subject to the following conditions:

(a)     the execution and delivery of this Amendment by the Company, Guarantors, Agents, and each of the Lenders; and

(b)     the Company shall have paid all fees, costs and expenses of the Agents and Lenders in connection with this Amendment, and all transactions contemplated hereby, including, without limitation, reasonable fees, costs and expenses of Agents’ and Lenders’ counsel.

5.     Representations and Warranties. The Credit Parties hereby represent and warrant to each Lender as follows:

(a)     each Credit Party is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation;

(b)     each Credit Party has the power and authority to execute, deliver and perform its obligations under this Amendment;

(c)     the execution, delivery and performance by the Credit Parties of this Amendment has been duly authorized by all necessary action and does not and will not require any registration with, consent or approval of, notice to or action by, any Person (including any Governmental Authority);

(d)     this Amendment constitutes the legal, valid and binding obligation of the Credit Parties, enforceable against each Credit Party in accordance with its terms;

(e)     immediately before and after giving effect to this Amendment, no Default or Event of Default exists or shall exist;

(f)     all representations and warranties contained in the Credit Agreement are true and correct as of the date hereof, except to the extent made as of a specific date, in which case each such representation and warranty is true and correct as of such date; and

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(g)     by its signature below, each Credit Party agrees that it shall constitute an Event of Default if any representation or warranty made herein is untrue or incorrect in as of the date when made or deemed made.

6.     Agreement in Full Force and Effect as Amended. Except as specifically amended hereby, the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed as so amended. Except as expressly set forth herein, this Amendment shall not be deemed to be an amendment or modification of any provisions of the Credit Agreement or any other Credit Document or any right, power or remedy of the Lenders, nor constitute a waiver of any provision of the Credit Agreement, any other Credit Document, or any other document, instrument and/or agreement executed or delivered in connection therewith or of any Default or Event of Default under any of the foregoing, in each case, whether arising before or after the date hereof or as a result of performance hereunder or thereunder. This Amendment also shall not preclude the future exercise of any right, remedy, power, or privilege available to the Lenders whether under the Credit Agreement, the other Credit Documents, at law or otherwise and nothing contained herein shall constitute a course of conduct or dealing among the parties hereto. All references to the Credit Agreement shall be deemed to mean the Credit Agreement as modified hereby. This Amendment shall not constitute a novation or satisfaction and accord of the Credit Agreement or the other Credit Documents, but shall constitute an amendment thereof. The parties hereto agree to be bound by the terms and conditions of the Credit Agreement and the Credit Documents as amended by this Amendment, as though such terms and conditions were set forth herein. Each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended by this Amendment, and each reference herein or in any other Credit Document to the “Credit Agreement” shall mean and be a reference to the Credit Agreement as amended and modified by this Amendment.

7.     Counterparts. This Amendment may be executed by one or more of the parties to this Amendment and any number of separate counterparts, each of which when so executed, shall be deemed an original and all said counterparts when taken together shall be deemed to constitute but one and the same instrument.

8.     Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of each Credit Party and its successors and assigns and Lenders and their successors and assigns.

9.     Further Assurance. Each Credit Party hereby agrees from time to time, as and when requested by any Lender, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as such Lender may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Amendment, the Credit Agreement, and the Credit Documents.

10.     GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS.

11.     Severability. Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Amendment.

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12.     Reaffirmation. Each Credit Party as debtor, grantor, pledgor, guarantor or in other any other similar capacity hereby ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Credit Documents to which it is a party. Each Credit Party hereby consents to this Amendment and acknowledges that each of the Credit Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as expressly set forth herein, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Lenders, constitute a waiver of any provision of any of the Credit Documents or serve to effect a novation of the Obligations.

13.     Acknowledgment of Rights; Release of Claims. Each Credit Party hereby acknowledges that: (a) it has no defenses, claims or set-offs to the enforcement by any Lender or Agent of Credit Parties’ liabilities, obligations and agreements on the date hereof; (b) to its knowledge, each Lender and Agent have fully performed all undertakings and obligations owed to it as of the date hereof; and (c) except to the limited extent expressly set forth in this Amendment, each Lender and Agent do not waive, diminish or limit any term or condition contained in the Credit Agreement or any of the other Credit Documents. Each Credit Party hereby waives, releases, remises and forever discharges the Lenders and Agents, their agents, employees, officers, directors, predecessors, attorneys and all others acting or purporting to act on behalf of or at the direction of the Lenders and Agents (“Releasees”) from any and all claims, suits, actions, investigations, proceedings or demands, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law of any kind or character, to the extent known on or prior to the date hereof, which the Company or any other Credit Party ever had or now has against the any of the Releasees which relates, directly or indirectly, to the Loans or the Credit Documents or any acts or omissions of the Releasees in respect of the Loans or the Credit Documents and arising from any event occurring on or prior to the date hereof. Without limiting the generality of the foregoing, each Credit Party waives and affirmatively agrees not to contest: (a) the right of each Agent and each Lender to exercise its rights and remedies under the Credit Agreement, this Amendment or the other Loan Documents, or (b) any provision of this Amendment.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

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IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date set forth above.

SPEED COMMERCE, INC.,

a Minnesota corporation

By:                                                                 

Name:

Title:

Speed COMMERCE CORP.,

a Minnesota corporation

By:                                                                 

Name:

Title:

SPEED FC MEXICAN HOLDCO, INC.,

a Delaware corporation

By:                                                                 

Name:

Title:

FIFTH GEAR ACQUISITIONS, INC.,

a Minnesota corporation

By:                                                                 

Name:

Title:

[Consent and First Amendment to Amended and Restated Credit and Guaranty Agreement]

GARRISON LOAN AGENCY SERVICES LLC,

as Administrative Agent, Collateral Agent, Lead

Arranger, Syndication Agent and Documentation Agent

By:                                                                 

Name:

Title:

Garrison Middle Market Funding Co-Invest LLC,

as a Lender

By:                                                                 

Name:

Title:

GARRISON FUNDING 2015-2 LP,

as a Lender

By:                                                                 

Name:

Title:

GARRISON FUNDING 2013-2 LTD.,

as a Lender

By: Garrison Funding 2013-2 Manager LLC, as Collateral Manager

By:                                                                 

Name:

Title:

GMMF LOAN HOLDINGS LLC,

as a Lender

By:                                                                 

Name:

Title:

[Consent and First Amendment to Amended and Restated Credit and Guaranty Agreement]

CITY NATIONAL BANK,

as a Lender

By:                                                                 

Name:

Title:

[Consent and First Amendment to Amended and Restated Credit and Guaranty Agreement]

EAST WEST BANK,

as a Lender

By:                                                                 

Name:

Title:

[Consent and First Amendment to Amended and Restated Credit and Guaranty Agreement]

Credit Suisse Park View BDC, Inc.

(f/k/a Credit Suisse Corporate Credit Solutions, LLC),

as a Lender

By:                                                                 

Name:

Title:

[Consent and First Amendment to Amended and Restated Credit and Guaranty Agreement]