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

December 16, 2015

Date of Report (Date of earliest event reported)

SPEED COMMERCE, INC.

(Exact name of registrant as specified in its charter) 

Minnesota	000-22982	41-1704319
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
	1303 E. Arapaho Road, Suite 200 Richardson, TX 75081
	(Address of principal executive offices) (Zip Code)

(866) 377-3331

(Registrant’s telephone number, including area code)

(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))

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TABLE OF CONTENTS

Item 1.01	Entry Into a Material Definitive Agreement
Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 7.01	Regulation FD Disclosure
Item 9.01	Financial Statements and Exhibits

SIGNATURES

Item 1.01 Entry Into a Material Definitive Agreement.

On December 16, 2015, Speed Commerce, Inc., together with certain of its subsidiaries (collectively, the “Company”), entered into a Forbearance Agreement with Garrison Loan Agency Services LLC, as Administrative Agent and Collateral Agent and the lenders from time to time party thereto (collectively, the “Lenders”) to the Company's Amended and Restated Credit and Guaranty Agreement dated as of November 21, 2014, as amended (the “Credit Agreement”), in connection with the Company’s failure to comply with a covenant under the Credit Agreement. Capitalized terms utilized herein are defined in the Credit Agreement.

Under the terms of the Forbearance Agreement, the Company’s Lenders will refrain from exercising any rights or remedies that they may have under the Credit Agreement, or otherwise, in respect of the Company's default under the terms of the Credit Agreement for 45 days, or until January 30, 2016, unless a breach of the Forbearance Agreement occurs prior to such date. If the Forbearance Agreement should be breached, or is not extended, the Company’s Lenders would then be entitled to exercise any of their rights under the Credit Agreement, including, but not limited to, the acceleration of all debt obligations under the Credit Agreement. There can be no assurance that the terms of the Forbearance Agreement will be extended, or that the Company will not be in breach of the terms of the Forbearance Agreement prior to its expiration.

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

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)     On December 17, 2015, Speed Commerce, Inc. announced that (i) Dalton Edgecomb was appointed as its Interim Chief Executive Officer and Interim President, and (ii) Bruce Meier was appointed as its Interim Chief Financial Officer. In connection with this announcement, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Mr. Edgecomb, age 51, is a principal of Winter Harbor, LLC and has more than 20 years of experience advising companies through cash management and cost reduction, capital structure refinancing, crisis management and business plan development for restructuring purposes. He has participated in more than 50 successful turnaround engagements in a variety of industries including food and agribusiness, retail, textiles, healthcare, engineering and construction, energy, transportation, and industrial manufacturing. Since January 2012 Mr. Edgecomb has been a member and managing director of Winter Harbor, LLC. Prior to that time, Mr. Edgecomb was a managing director at Huron Consulting where, for approximately five years, he provided various business and consulting services.

Mr. Meier, age 47, is a professional of Winter Harbor, LLC and has more than 25 years of diversified business experience including more than 17 years of providing interim management and advisory services to companies, lenders, and investors in distressed situations. His primary areas of concentration include financial management and performance improvement, strategic planning, development and evaluation of business plans, as well as formulating debt restructuring plans and divesting of unprofitable and/or non-strategic operations and assets. For the past one and one-half years Mr. Meier has been an employee of Winter Harbor, LLC. Prior to Winter Harbor, LLC, Mr. Meier worked for Alvarez and Marsal for 6 years as a senior director in the corporate restructuring group.

Speed Commerce, Inc. has entered into an engagement agreement with Winter Harbor, LLC in connection with the provision of the services of Mr. Edgecomb and Mr. Meier (the “Engagement Agreement”), which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference. The Engagement Agreement does not have a definitive term and can be terminated by Winter Harbor, LLC or Speed Commerce, Inc. at any time. Other than the Engagement Agreement described herein, there is no arrangement or understanding between Messrs. Edgecomb or Meier and Speed Commerce, Inc. regarding their appointments or their compensation. This summary of the Engagement Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Engagement Agreement.

(b)     On December 16, 2015, Richard S Willis resigned as a member of the Board of Directors of Speed Commerce, Inc. and as President and Chief Executive Officer of Speed Commerce, Inc., effective immediately. Mr. Willis was not a member of committees of the Speed Commerce, Inc.’s Board of Directors. Mr. Willis has indicated that his decision to resign from the Board and from his positions as an officer of Speed Commerce, Inc. is not due to any disagreements with the Company on any matter relating to its operations, policies or practices.

(b)     On December 16, 2015, Terry J. Tuttle resigned as Chief Financial Officer of Speed Commerce, Inc., effective immediately. Mr. Tuttle has indicated that his decision to resign as an officer of Speed Commerce, Inc. is not due to any disagreements with the Company on any matter relating to its operations, policies or practices.

(b)     On December 16, 2015, Matthew Konkle provided notice to Speed Commerce, Inc. of his resignation as Chief Operating Officer of Speed Commerce, Inc., his resignation is effective December 31, 2015. Mr. Konkle has indicated that he is resigning from his position with Speed Commerce, Inc. in order to pursue other career opportunities.

Item 7.01 Regulation FD Disclosure

The holders of the Company’s issued and outstanding shares of Series D Preferred Stock (the “Holders”) requested conversion of their Series D Preferred Stock holdings into shares of the Company’s Common Stock, in accordance with the terms of the Series D Preferred Stock (as described in the Company’s Current Report on Form 8-K filed with the Commission March 6, 2015), as follows: (i) on December 1, 2015, the Holders requested conversion of 140,000 shares of Series D Preferred Stock into 3,558,660 shares of Common Stock; (ii) on December 9, 2015, the Holders requested conversion of 120,000 shares of Series D Preferred Stock into 3,053,980 shares of Common Stock; and (iii) on December 15, the Holders requested conversion of 93,376.47 shares of Series D Preferred Stock into 2,378,659 shares of Common Stock.  In connection with the Holders’ conversion requests described above, the Company issued shares of Common Stock to the Holders on the dates and in the amounts set forth above.  The Company issued an aggregate of 8,991,229 shares of Common Stock in the conversions described above, and, following the conversions, there are no shares of the Company’s Series D Preferred Stock issued and outstanding.

The information presented in Item 7.01 to this Current Report on Form 8-K is being furnished in accordance with Rule 101(e)(1) under Regulation FD and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

Item 9.01  Financial Statements and Exhibits.

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

Exhibit            

10.1	Form of Forbearance Agreement dated December 16, 2015
10.2	Engagement Agreement with Winter Harbor, LLC dated December 16, 2015
99.1	Speed Commerce Press Release issued December 17, 2015

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SIGNATURES

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

Date: December 21, 2015	SPEED COMMERCE, INC.
	By:	/s/ Ryan F. Urness
	Name:	Ryan F. Urness
	Title:	Secretary and General Counsel

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EX-10.1

Exhibit 10.1

FORBEARANCE AGREEMENT

FORBEARANCE AGREEMENT (this “Agreement”), dated as of December 16, 2015 (the “Effective Date”), by and among SPEED COMMERCE, INC., a Minnesota corporation (the “Company”), the Guarantors listed on the signature pages hereof, the Requisite 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”).

R E C I T A L S:

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 by the Consent and First Amendment, dated as of April 14, 2015, the Consent and Second Amendment, dated as of May 11, 2015, the Third Amendment, dated as of June 30, 2015, the Fourth Amendment, dated as of July 2, 2015, the Fifth Amendment, dated as of July 22, 2015, the Sixth Amendment, dated as of September 17, 2015, the Seventh Amendment, dated as of October 6, 2015, the Eighth Amendment, dated as of November 16, 2015, the Ninth Amendment, dated as of November 20, 2015, and the Tenth Amendment, dated as of December 8, 2015, as amended hereby and as may be further amended, restated, supplemented or otherwise modified from time to time, after giving effect to this Agreement, the “Credit Agreement”);

WHEREAS, as of the date hereof, an Event of Default exists under the Credit Agreement as more particularly described below; and

WHEREAS, the Agents and Lenders are willing to agree to forbear, and to direct the Agents to forbear, from exercising certain of their rights and remedies solely for the period and on the terms and conditions specified herein;

NOW, THEREFORE, in consideration of the foregoing, and the respective agreements, warranties and covenants contained herein, the parties hereto agree as follows:

Article I. DEFINITIONS

Section 1.01     Interpretation. All capitalized terms used herein (including the recitals hereto) will have the respective meanings ascribed thereto in the Credit Agreement unless otherwise defined herein.

Section 1.02     Additional Definitions. As used herein, the following terms will have the respective meanings given to them below:

(a)     “Exigent Circumstances” means the occurrence after the Effective Date of any of the following: (i) an exercise by a creditor (other than by any of the Agents or the Lenders) of enforcement rights or remedies with respect to Collateral having a value of $2,500,000 or more, (ii) fraud by any Credit Party, (iii) fraudulent removal, concealment, or abscondment, destruction (other than as covered by insurance) or material waste, in each case with respect to Collateral having a value of $2,500,000 or more or (iv) Company pays or attempts to pay a Restricted Junior Payment to the extent that at least $1,000,000 of such payment is not permitted to be made under the terms of the Credit Agreement.

(b)     “Forbearance Period” means the period commencing on the Effective Date and ending on the date which is the earliest of (i) forty-five (45) days from the date hereof; (ii) at the election of the Requisite Lenders, the occurrence or existence of any Event of Default, other than the Specified Default; or (iii) the occurrence of any Termination Event.

(c)     “Specified Default” means the Event of Default identified on Exhibit A hereto.

(d)     “Termination Event” means the occurrence after the Effective Date of any of the following: (i) the initiation of any action by Company, Guarantor or any other Releasing Party (as defined herein) to invalidate or limit the enforceability of any of the acknowledgments set forth in Section 2, the release set forth in Section 7.05 or the covenant not to sue set forth in Section 7.06, (ii) the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law or any dissolution, winding up or liquidation proceeding, in respect of any Credit Party or any of the assets of any Credit Party (other than by any of the Agents or the Lenders) or (iii) the occurrence or existence of any Exigent Circumstance.

Article II. ACKNOWLEDGMENTS

Section 2.01     Acknowledgment of Obligations. Company hereby acknowledges, confirms and agrees that as of 5:00 pm Dallas time on December 16, 2015, Company is indebted to Lenders in respect of the Term Loans in the aggregate outstanding principal amount of $112,440,971.67, with accrued and outstanding interest in the amount of $2,813,984.94. Company hereby acknowledges, confirms and agrees that all such Term Loans, together with interest accrued and accruing thereon, and all accrued and unpaid fees, costs, expenses and other charges (other than contingent expense reimbursement and indemnification claims for which no claim has been made as of the Effective Date) now or hereafter payable by Company to the Agents and Lenders under the Credit Documents, are unconditionally owing by Company to Agents and Lenders as and when provided in the Credit Documents, without offset, defense or counterclaim of any kind, nature or description whatsoever (other than defense of prior payment to the extent applicable).

Section 2.02     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 Agreement 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 Agreement 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.

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Article III. FORBEARANCE IN RESPECT OF SPECIFIED DEFAULT

Section 3.01     Acknowledgment of Default. Each of Company and the Guarantors hereby acknowledges and agrees that the Specified Default has occurred and is continuing, which constitutes an Event of Default and entitles the Agents to exercise their rights and remedies under the Credit Agreement and the other Credit Documents, applicable law or otherwise. Each of Company and the Guarantors represents and warrants that as of the date hereof, no Event of Default exists other than the Specified Default. Company hereby acknowledges and agrees that the Agents have the exercisable right to declare the Obligations to be immediately due and payable under the terms of the Credit Agreement and the other Credit Documents.

Section 3.02     Forbearance.

(a)     In reliance upon the representations, warranties and covenants of Company and each of the Guarantors contained in this Agreement, and subject to the terms and conditions of this Agreement and any documents or instruments executed in connection herewith, effective as of the Effective Date, the Agents, at the direction of the Requisite Lenders and on behalf of the Agents and the Lenders, and the Lenders agree to forbear during the Forbearance Period from exercising their rights and remedies under the Credit Agreement and the other Credit Documents or applicable law in respect of or arising out of the Specified Default.

(b)     Upon the expiration or termination of the Forbearance Period, the agreement of the Agents, at the direction of the Requisite Lenders and on behalf of the Agents and the Lenders, and the Lenders to forbear will automatically and without further action terminate and be of no force and effect, it being expressly agreed that the effect of such termination will be to permit the Agents to exercise immediately all rights and remedies under the Credit Agreement and the other Credit Documents in accordance therewith and applicable law, including, but not limited to accelerating all of the Obligations under the Credit Agreement and the other Credit Documents, without any further notice to Company, passage of time or forbearance of any kind, in each case, on the terms provided in the Credit Documents.

Section 3.03     No Waivers; Reservation of Rights.

(a)     The Agents and the Lenders have not waived, are not by this Agreement waiving, and have no intention of waiving, any Events of Default which may be continuing on the date hereof or any Events of Default which may occur after the date hereof (whether the same or similar to the Specified Default or otherwise), and the Agents and Lenders have not agreed to forbear with respect to any of their rights or remedies concerning any Events of Default (other than, during the Forbearance Period, the Specified Default to the extent expressly set forth herein) occurring at any time.

(b)     Subject to Section 3.02 above (solely with respect to the Specified Default), the Agents reserve the right, in their discretion, to exercise any or all of their rights and remedies under the Credit Agreement and the other Credit Documents as a result of any other Events of Default occurring at any time. The Agents have not waived any of such rights or remedies, and nothing in this Agreement, and no delay on its part in exercising any such rights or remedies, will be construed as a waiver of any such rights or remedies.

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Section 3.04     Additional Events of Default. The parties hereto acknowledge, confirm and agree that any misrepresentation by Company or any Guarantor, or any failure of Company or any Guarantor to comply with the covenants, conditions and agreements contained in this Agreement, the Credit Agreement and the other Credit Documents (other than the noncompliance that resulted in the Specified Default) or in any other agreement, document or instrument at any time executed and/or delivered by Company or any Guarantor with, to or in favor of the Agents or Lenders will constitute an immediate Event of Default under the Credit Agreement and the other Credit Documents. In the event any Person, other than the Agents or the Lenders, at any time exercises for any reason (including, without limitation, by reason of any Specified Default, any other present or future Event of Default, or otherwise) any of its rights or remedies against Company, any Guarantor or any other obligor providing credit support for Company’s obligations to such other Person, or against Company’s, any Guarantor’s or such other obligor’s properties or assets, such event will constitute an immediate Event of Default hereunder and an Event of Default under the Credit Agreement.

Article IV. [RESERVED].

Article V. REPRESENTATIONS AND WARRANTIES

Section 5.01     Representations and Warranties. The Credit Parties hereby represent and warrant to each Agent and each Lender as follows as of the Effective Date:

(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 Agreement;

(c)     the execution, delivery and performance by the Credit Parties of this Agreement 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 Agreement constitutes the legal, valid and binding obligation of the Credit Parties, enforceable against each Credit Party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;

(e)     immediately before and after giving effect to this Agreement, no Default or Event of Default exists or shall exist (other than the Specified Default);

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(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

(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.

Section 5.02     Credit Agreement in Full Force and Effect as Amended. Except as specifically amended or affected 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 Agreement 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. Except as expressly set forth herein, this Agreement 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 or affected hereby. This Agreement 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 Agreement, 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 Agreement, 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, modified and affected by this Agreement.

Section 5.03     No Conflict. The execution, delivery and performance of this Agreement by Company and each Guarantor will not violate any requirement of law or contractual obligation of Company or any Guarantor and will not result in, or require, the creation or imposition of any Lien on any of their properties or revenues.

Article VI. CONDITIONS.

The effectiveness of this Agreement as of the Effective Date is subject to the following conditions:

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

(b)     the truth and accuracy of the representations and warranties contained in Article 5 as of the Effective Date; and

(c)     the Company shall have paid all fees, costs and expenses of the Agents in connection with this Agreement, including, without limitation, reasonable fees, costs and expenses of Agents’ counsel.

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Article VII. MISCELLANEOUS

Section 7.01     Costs and Expenses. In addition to, and without in any way limiting, the obligations of the Company set forth in the Credit Agreement, Company absolutely and unconditionally agrees to pay to Administrative Agent, on demand by Administrative Agent at any time, whether or not all or any of the transactions contemplated by this Agreement are consummated: all fees, costs and expenses incurred by Administrative Agent, and any of its directors, officers, employees or agents (including, without limitation, reasonable fees, costs and expenses incurred of any counsel to Administrative Agent), regardless of whether Administrative Agent or any such other Person is a prevailing party, in connection with (a) the preparation, negotiation, execution, delivery or enforcement of this Agreement, the Credit Agreement, the other Credit Documents, and any agreements contemplated hereby and thereby, and (b) any investigation, litigation or proceeding related to this Agreement, the Credit Agreement, the other Credit Documents or any act, omission, event or circumstance in any manner related thereto.

Section 7.02     Further Assurances. 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 Agreement, the Credit Agreement, and the Credit Documents.

Section 7.03     Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each Credit Party and its successors and assigns, each Agent and its successors and assigns and Lenders and their respective successors and assigns.

Section 7.04     Survival of Representations, Warranties and Covenants. All representations, warranties, covenants and releases of Company made in this Agreement or any other document furnished in connection with this Agreement will survive the execution and delivery of this Agreement and the Forbearance Period, and no investigation by any of the Secured Parties will affect the representations and warranties or the right of the Secured Parties to rely upon them.

Section 7.05     Release.

(a)     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 (other than defense of prior payment as applicable and defense based upon the agreements expressly set forth in this Agreement relating to the Specified Default during the Forbearance Period); (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 Agreement, 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) except as limited hereby during the Forbearance Period, the right of each Agent and each Lender to exercise its rights and remedies under the Credit Agreement, this Agreement or the other Loan Documents, or (b) any provision of this Agreement.

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Section 7.06     Covenant Not to Sue. Each Credit Party hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Credit Party pursuant to Section 7.05 above. If any Credit Party violates the foregoing covenant, Company and each Guarantor agree, jointly and severally, to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all reasonable attorneys’ fees and costs incurred by any Releasee as a result of such violation.

Section 7.07     Severability. Any provision of this Agreement held by a court of competent jurisdiction to be invalid or unenforceable will not impair or invalidate the remainder of this Agreement.

Section 7.08     Reviewed by Attorneys. Company and each Guarantor represents and warrant to Agents and the Lenders that they (a) understand fully the terms of this Agreement and the consequences of the execution and delivery of this Agreement, (b) have been afforded an opportunity to discuss this Agreement with, and have this Agreement reviewed by, such attorneys and other persons as Company and the Guarantors may wish, and (c) have entered into this Agreement and executed and delivered all documents in connection herewith of their own free will and accord and without threat, duress or other coercion of any kind by any Person. The parties hereto acknowledge and agree that neither this Agreement nor the other documents executed pursuant hereto will be construed more favorably in favor of one than the other based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation of this Agreement and the other documents executed pursuant hereto or in connection herewith.

Section 7.09     Disgorgement. If any Secured Party is, for any reason, compelled by a court or other tribunal of competent jurisdiction to surrender or disgorge any payment, interest or other consideration described hereunder to any person because the same is determined to be void or voidable as a preference, fraudulent conveyance, impermissible set-off or for any other reason, such indebtedness or part thereof intended to be satisfied by virtue of such payment, interest or other consideration will be revived and continue as if such payment, interest or other consideration had not been received by such Secured Party, and the Company will be liable to, and will indemnify, defend and hold such Secured Party harmless for, the amount of such payment or interest surrendered or disgorged. The provisions of this Section will survive repayment of the Obligations or any termination of the Credit Agreement, or any other Credit Document.

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Section 7.10     Tolling of Statute of Limitations. Each and every statute of limitations or other applicable law, rule or regulation governing the time by which any Secured Party must commence legal proceedings or otherwise take any action with respect to exercising any of its respective rights, powers or remedies directly or indirectly against any of the Credit Parties with respect to any breach or default existing on or prior to the Forbearance Termination Date, including, without limitation, actions under or in respect of any of the Credit Agreement or any other Credit Document, shall be tolled during the Forbearance Period. Each of the Credit Parties agrees, to the fullest extent permitted by applicable law, not to include such period of time in any assertion by it at any time that a statute of limitations or other applicable law, rule or regulation bars or otherwise acts as a defense (whether equitable or legal) to any legal proceeding or other action by any Secured Party in exercise of its respective rights, powers or remedies, directly or indirectly, with respect to any or all of the breaches or defaults referred to in the immediately preceding sentence.

Section 7.11     Relationship. The Company and Guarantors each agree that the relationship between each Secured Party and each of the Company and each of the Guarantors is that of creditor and debtor and not that of partners or joint venturers. This Agreement does not constitute a partnership agreement, or any other association between any Secured Party, on the one hand, and any of the Company or any Guarantor, on the other hand. The Company and each Guarantor acknowledge that the Secured Parties have acted at all times only as creditors to the Company and the Guarantors within the normal and usual scope of the activities normally undertaken by a creditor and in no event has any Secured Party attempted to exercise any control over the Company or any Guarantor or their business or affairs. The Company and the Guarantors further acknowledge that the Secured Parties have not taken or failed to take any action under or in connection with its rights under the Credit Agreement and the other Credit Documents that in any way or to any extent has interfered with or adversely affects the Company’s or any Guarantor’s ownership of Collateral.

Section 7.12     Governing Law; Venue.

(a)     THIS AGREEMENT, 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.

(b)     Each party hereto hereby irrevocably and unconditionally AGREES THAT THE TERMS AND PROVISIONS OF SECTIONS 10.01, 10.05, 10.06, 10.08, 10.09, 10.13, 10.15, 10.16, 10.19 and 10.23 of the Credit Agreement are hereby INCORPORATED HEREIN by reference, AND SHALL APPLY to this Agreement mutatis mutandis as if fully set forth herein.

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IN WITNESS WHEREOF, this Agreement is executed and delivered as of the day and year first above written.

COMPANY:

SPEED COMMERCE, INC.,

a Minnesota corporation

By:

Name:

Title:

GUARANTORS:

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:

[Forbearance Agreement]

GARRISON LOAN AGENCY SERVICES LLC,

as Administrative Agent and Collateral Agent, acting at the direction of the Requisite Lenders and on behalf of itself in each such capacity

By:

Name:

Title:

[Forbearance Agreement]

REQUISITE LENDERS:

GARRISON MIDDLE MARKET FUNDING COINVEST LLC,

as a Lender

By:

Name:

Title:

GARRISON MIDDLE MARKET II LP,

as a Lender

By: Garrison Middle Market II GP, LLC, as Collateral Manager

By:

Name:

Title:

GARRISON FUNDING 2013-2 LTD.,

as a Lender

By: Garrison Funding 2013-2 Manager LLC, its collateral manager

By:

Name:

Title:

GMMF LOAN HOLDINGS LLC,

as a Lender

By:

Name:

Title:

[Forbearance Agreement]

REQUISITE LENDERS (continued):

GARRISON CAPITAL INC.,

as a Lender

By:

Name:

Title:

GARRISON GMM LOAN HOLDCO LLC,

as a Lender

By:

Name:

Title:

[Forbearance Agreement]

REQUISITE LENDERS (continued):
AIMS PRIVATE CREDIT OPPORTUNITIES, L.P.
as a Lender
By: AIMS Private Credit Opportunities Advisors, L.L.C.,
its General Partner
By: GSAM GEN-PAR, L.L.C.,
its Managing Member
By:
Name:
Title:	Authorized Signatory

[Forbearance Agreement]

REQUISITE LENDERS (continued): 

CREDIT SUISSE PARK VIEW BDC, INC.

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

By:

Name:

Title:

[Forbearance Agreement]

EXHIBIT A

to

FORBEARANCE AGREEMENT

Specified Default:

An Event of Default under Section 8.01(c) of the Credit Agreement as a result of Company’s failure to enter into a final definitive agreement (including exhibits and schedules as applicable) with respect to the sale of all or substantially all of the Credit Parties’ and their Subsidiaries’ business, as required by Section 5.15(a) of the Credit Agreement.

EX-10.2

Exhibit 10.2

proprietary and confidential

December 15, 2015

Mr. Ryan Urness

Secretary

Speed Commerce, Inc.

1303 E. Arapaho Rd., Suite 200

Richardson, Texas 75081

Re:      Executive Services

Dear Mr. Tuttle:

We are pleased to set forth the terms of the engagement of Winter Harbor LLC (“Winter Harbor”) by Speed Commerce, Inc. (“Speed” or the “Company”), to provide certain services of an Interim Chief Executive Officer (“CEO”) and Interim Chief Financial Officer (“CFO”) and other support services, as requested from time-to-time by the Company. This Agreement will supersede the agreement for CSO services between Winter Harbor and Speed dated November 30, 2015.

Objective and Scope

● Compile the data and analyses necessary to meet the reporting requirements requested by the Company’s lenders; and manage the interactions with the lender(s), including covenant compliance, communications, preparation for meetings and following up on requests.

● Manage forbearance and other debt restructuring arrangements with the Company’s lenders.

● Manage the on-going forecasting of the Company’s cash flows and its operations and monitor and analyze its operational and financial condition.

● Manage the Company’s daily cash management activities.

● Provide oversight over the day to day operations of the Company.

● Review and analyze the Company’s business, operations and financial position and identify options for improving its operational performance and its liquidity.

● Perform an assessment of the business and identify and analyze options to refinance debt, raise new debt or equity, sell assets or business units or sell the Company in its entirety; or other restructuring of the Company’s capital structure.

● Advise the Board of Directors on restructuring matters.

Speed Commerce, Inc.

December 15, 2015

● Assist management in reacting to unforeseen occurrences that may have an impact on operational performance and liquidity.

● Perform such other tasks as are appropriate and requested by the Board of Directors.

Our Services

Winter Harbor will make available to the Company the services of the CEO and CFO (CEO services to be performed by Dalton Edgecomb, Managing Director and CFO services to be performed by Bruce Meier, Managing Director) with the assistance of additional Winter Harbor professionals. The CEO will have discretion over Winter Harbor’s staffing resources on the engagement, but will inform the Board of Directors of the Company, as appropriate, prior to engaging additional staffing resources. Winter Harbor shall cause the CEO and CFO to perform their respective duties and responsibilities in a diligent, efficient, and faithful manner and to the best of their abilities. The CEO shall be responsible for the scope as set forth above, in accordance with the Company’s by-laws and in compliance with applicable provisions of state law. The CEO will report to the Board of Directors, as appropriate, during the term of this engagement. The CEO shall be responsible for leading the verification and implementation of the restructuring initiatives.

Winter Harbor may provide additional services beyond those described herein, if agreed upon by Winter Harbor and the Board of Directors or its designated committee in a written agreement, or an amendment to this agreement, that is signed by an authorized representative of both parties. You agree to pay for such additional work at the rates that are agreed upon at that time. It is understood and agreed that the CEO and CFO will not be involved in any decision by the Company to use Winter Harbor for such additional services.

This engagement will begin upon the appointment by the Board of Directors based upon the execution of this Agreement. Our services will consist of the objective and scope as set forth above or modified as needed and agreed depending on the progress of the engagement.

The services we provide are intended solely for your use in connection with this engagement and should not be used or relied upon for any other purpose. Any written work product we prepare for you is to be used solely for purpose of this engagement and may not be published or used, in whole or in part, for any other purpose without our written permission, which shall not be unreasonably withheld, conditioned or delayed.

Winter Harbor is a management consulting firm and not a CPA firm. Winter Harbor does not provide attest services, audits, or other engagements in accordance with standards established by the AICPA or auditing standards promulgated by the Public Company Accounting Oversight Board (“PCAOB”).  We will not audit any financial statements or perform attest procedures with respect to information in conjunction with this engagement.  Our services are not designed, nor should they be relied upon, to identify weaknesses in internal controls, financial statement errors, irregularities, illegal acts or disclosure deficiencies.

The Company’s lenders may contact Winter Harbor and Winter Harbor has your authorization to speak directly with the lenders and to answer any questions the lenders presents, to the best of our ability, provided however that Winter Harbor informs the Company by email or verbal communication of the general nature of these communications.

Speed Commerce, Inc.

December 15, 2015

Your Responsibilities

In connection with our provision of services, you will take commercially reasonable steps to perform the tasks, furnish the personnel, provide the resources, and undertake the responsibilities specified below.

You agree to cause all levels of your employees and contractors to cooperate fully and timely with us. You also agree to provide us with any information we may reasonably need and to perform the services set forth herein, which we can rely on to be, to your knowledge, accurate and complete.

To help maximize the value of our work to you and to keep the project moving on schedule, you agree to comply with all of our reasonable requests and to provide us timely access to all information reasonably necessary to our performance of the services.

You agree to provide all Winter Harbor personnel acting as officers of the Company the most favorable indemnities provided by the Company to its officers and directors, whether under the Company’s by-laws, partnership agreement, by contract or otherwise. This indemnification is in addition to the indemnification afforded Winter Harbor under the attached General Business Terms. Except as stated in this engagement, the risk of loss with respect to the Company’s operations and assets shall be borne by the Company. Winter Harbor shall not be deemed to have assumed or be liable for any claim, liability, or obligation of the Company whether known or unknown, fixed or contingent accrued or un-accrued. Except as otherwise required by applicable law, any reference to the nature or results of Winter Harbor’s work may not be communicated to the public through public relations media, news media, sales media, or any other means without the prior written consent of both parties.

You also agree to add Dalton Edgecomb and Bruce Meier as a named insureds under your Directors and Officers Liability (“D&O”) policy.   

In the event the Company files for relief under Chapter 11 of Bankruptcy Code, the Company agrees to file an appropriate motion prepared in consultation with Winter Harbor as to matters relating to our retention by the Company and provisions of services as contemplated hereunder, to the first day of the bankruptcy case, which motion seeks the retention of Winter Harbor by the Company on substantially the terms provided in this agreement pursuant to Section 363 of the Bankruptcy Code. The order authorizing the engagement of Winter Harbor must be acceptable to Winter Harbor in its sole discretion.

Speed Commerce, Inc.

December 15, 2015

Fees and Expenses

For the services of the CEO, CFO and one consultant we will bill weekly a Fix Fee of $52,000.

Our Fixed Fee does not include any additional work outside of the Scope outlined in the Objectives and Scope section of this letter. Should the Company require additional services other than those outlined above, or require additional Winter Harbor personnel we will either modify the Fixed Fee, or bill those fees at our hourly rates which are set forth below:

Title	Hourly Rate
Managing Director	$495
Director	$395
Manager	$295

Reasonable out-of-pocket expenses (including transportation, lodging, meals, communications, supplies, copying, etc.) will be billed at the actual amounts incurred. In addition, Winter Harbor will apply a 1% administration fee on the total amount of each invoice to cover charges related to copying, printing, and other general administrative costs.

Payments for our services shall be by wire transfer to:

Bank of America, N.A.

100 West 33^rd Street

New York, NY 10001

Account Name: Winter Harbor LLC

Account #: 385012918148

Wire Routing/ABA #: 026009593

ACH Routing #: 011900254

Our invoices are due upon presentation. Amounts remaining outstanding for more than 20 days (past due) will be subject to an interest charge of 1.5% per month from the date of invoice. We reserve the right to suspend further services until payment is received on past due invoices, in which event we will not be liable for any resulting loss, damage or expense connected with such suspension. We understand that our bills should be sent to:

Bruce Meier

Interim Chief Financial Officer

Speed Commerce, Inc.

1303 E. Arapaho Rd., Suite 200

Richardson, Texas 75081

Speed Commerce, Inc.

December 15, 2015

Retainer

You have provided Winter Harbor with a retainer of $50,000. The retainer will either be applied to our final invoice at the conclusion of the engagement or will be promptly refunded to you at that time.

Business Terms

The attached General Business Terms apply to this engagement.

* * * * * *

Speed Commerce, Inc.

December 15, 2015

Please indicate your agreement with these terms by signing and returning to me the enclosed copy of this letter. This engagement and the enclosed terms will become effective upon our receipt of your signed copy. We appreciate the opportunity to be of service to you and look forward to working with you on this engagement.

Sincerely,

WINTER HARBOR LLC

By:  _________________________________

MEMBER AND MANAGING DIRECTOR

Attachments:     General Business Terms

Acknowledged and Accepted:

Speed Commerce, Inc.

By: ____________________________________

Title: ____________________________________

Date: ____________________________________

Speed Commerce, Inc.

December 15, 2015

Attachment to Engagement Letter dated December 15, 2015 between

Winter Harbor LLC and Speed Commerce, Inc.

GENERAL BUSINESS TERMS

These General Business Terms, together with the Engagement Letter (including any and all attachments, exhibits and schedules) constitute the entire understanding and Agreement (the “Agreement”) between us with respect to the services and deliverables described in the Engagement Letter. If there is a conflict between these General Business Terms and the terms of the Engagement Letter, these General Business Terms will govern, except to the extent the Engagement Letter explicitly refers to the conflicting term herein.

1. Our Services and Deliverables We will provide the services and furnish the deliverables (the “Services”) as described in our Engagement Letter and any attachments thereto, as may be modified from time to time by mutual consent.

2. Independent Contractor We are an independent contractor and not your employee, agent, joint venture or partner, and will determine the method, details and means of performing our Services. We assume full and sole responsibility for the payment of all compensation and expenses of our employees and for all of their state and federal income tax, unemployment insurance, Social Security, payroll and other applicable employee withholdings.

3. Fees and Expenses (a) Our fees and payment terms are set out in our Engagement Letter. Those fees do not include taxes and other governmental charges (which will be separately identified in our invoices.)

(b) You acknowledge that where out-of-town personnel are assigned to any project on a long-term basis (as defined from time to time in the applicable provisions of the Internal Revenue Code and related IRS regulations, and currently defined, under IRC Section 162, as a period of time reasonably expected to be greater than one year), the associated compensatory tax costs applied to out-of-town travel and living expenses also shall be calculated on an individual basis, summarized, and assessed to such personnel. In such cases, the expenses for which you shall reimburse us hereunder shall be deemed to include the estimated incremental compensatory tax costs associated with the out-of-town travel and living expenses of our personnel, including tax gross-ups. We shall use reasonable efforts to limit such expenses.

(c) We reserve the right to suspend Services if invoices are not timely paid, in which event we will not be liable for any resulting loss, damage or expense connected with such suspension.

4. Taxes (a) You will be responsible for and pay all applicable sales, use, excise, value added, services, consumption and other taxes and duties associated with our performance or your receipt of our Services, excluding taxes on our income generally.

(b) If you are required by the laws of any foreign tax jurisdiction to withhold income or profits taxes from our payment, then the amount payable by you upon which the withholding is based shall be paid to us net of such withholding. You shall pay any such withholding to the applicable tax authority. However, if after 120 days of the withholding, you do not provide us with official tax certificates documenting remittance of the taxes, you shall pay to us an amount equal to such withholding. The tax certificates shall be in a form sufficient to document qualification of the taxes for the foreign tax credit allowable against our corporation income tax.

5. Confidentiality and Privacy (a) With respect to any information either party learns of in the course of its dealings with the other, including, without limitation, any data, customer information, trade secret or other information which could reasonably be expected to be proprietary and confidential to the disclosing party or its affiliates (“Confidential Information”), the other agrees to protect the Confidential Information in a reasonable and appropriate manner, not to disclose the Confidential Information to any other party, and to use the Confidential Information only to perform its obligations under this engagement and for no other purpose. For the purposes of this Agreement, the term “Confidential Information” will not apply to information which: (i) becomes generally available to the public through no fault of the receiving party; (ii) is, prior to its initial disclosure hereunder, in the possession of the receiving party; (iii) is acquired by the receiving party from any third party without any restrictions on its use or disclosure; or (iv) is independently developed by the receiving party. The receiving party shall not be deemed in breach of this Agreement with respect to the Confidential Information that is required to be disclosed in accordance with applicable laws, rules, or regulations or court order, or by the rules of an exchange or market upon which its securities are traded or sold, solely to the extent required thereby, provided that the receiving party shall have made a reasonable effort to lawfully prevent or avoid such disclosure, shall have promptly notified the disclosing party of any legal requirement or effort to compel disclosure prior to any such disclosure (where lawful to do so), and reasonably co-operates and assists with the disclosing party’s lawful attempts to prevent disclosure and/or to obtain a protective order.

Speed Commerce, Inc.

December 15, 2015

(b) Confidential Information made available hereunder, including copies thereof, shall be returned or destroyed upon request by the disclosing party; provided that the receiving party may retain other archival copies for recordkeeping or quality assurance purposes and receiving party shall make no unauthorized use of such copies.

(c) The parties acknowledge and agree that the covenants set forth in this Section 5 of this Agreement are reasonable and necessary for the protection of the parties’ business interests, that irreparable injury may result if they are breached, and that in the event of any actual or potential breach of any such covenant that the non-breaching Party may have no adequate remedy at law and shall be entitled to seek immediate temporary injunctive relief.

(d) We agree to use any personally identifiable information and data you provide us only for the purposes of this engagement and as you direct, and we will not be liable for any third-party claims related to such use.  You agree to take necessary actions to ensure that you comply with applicable laws relating to privacy and/or data protection, and acknowledge that we are not providing legal advice on compliance with the privacy and/or data protection laws of any country or jurisdiction.

(e) We agree to keep the identity of the company confidential as well as the nature of the work undertaken with them in conjunction with this engagement. We understand the company’s desire to keep this project confidential both currently and in the future and; therefore, agree to limit disclosure of the relationship and the project exclusively to those individuals and organizations having a direct interest in the project. At the time of entering into this agreement those individuals and organizations would include appropriate representatives of the company, Winter Harbor and the Lender.

6. Our Deliverables and Your License Upon full and final payment of all amounts due us in connection with this engagement, all right, title and interest in the deliverables set out in our Engagement Letter will become your sole and exclusive property, except as set forth below. We will retain sole and exclusive ownership of all right, title and interest in our work papers, proprietary information, processes, methodologies, know-how and software (“Winter Harbor Property”), including such information as existed prior to the delivery of our Services and, to the extent such information is of general application, anything which we may discover, create or develop during our provision of Services for you. To the extent our deliverables to you contain Winter Harbor Property, upon full and final payment of all amounts due us in connection with this engagement, we grant you a non-exclusive, non-assignable, royalty-free, perpetual license to use it in connection with the deliverables and the subject of the engagement and for no other or further use without our express, prior written consent. If our deliverables are subject to any third party rights in software or intellectual property, we will notify you of such rights. Our deliverables are to be used solely for the purposes intended by this engagement and may not be disclosed, published or used in whole or in part for any other purpose.

7. Your Responsibilities. To the extent applicable, you will cooperate in providing us with office space, equipment, data and access to your personnel as necessary to perform the Services. You shall provide reliable, accurate and complete information necessary for us to adequately perform the Services and will promptly notify us of any material changes in any information previously provided. You acknowledge that we are not responsible for independently verifying the truth or accuracy of any information supplied to us by or on behalf of you.

8. Our Warranty We warrant that our Services will be performed with reasonable care in a diligent and competent manner. Our sole obligation will be to correct any non-conformance with this warranty, provided that you give us written notice within 10 days after the Services are performed or delivered. The notice will specify and detail the non-conformance and we will have a reasonable amount of time, based on its severity and complexity, to correct the non-conformance.

We do not warrant and are not responsible for any third party products or services. Your sole and exclusive rights and remedies with respect to any third party products or services are against the third party vendor and not against us.

THIS WARRANTY IS OUR ONLY WARRANTY CONCERNING THE SERVICES AND ANY DELIVERABLE, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE, ALL OF WHICH ARE HEREBY DISCLAIMED.

Speed Commerce, Inc.

December 15, 2015

9. Liability and Indemnification (a) This engagement is not intended to shift risk normally borne by you to us. To the fullest extent permitted under applicable law, you agree to indemnify and hold us and our personnel, agents and contractors harmless against all costs, fees, expenses, damages, and liabilities (including reasonable defense costs and legal fees), associated with any legal proceeding or other claim brought against us by a third party, including a subpoena or court order, arising from or relating to any Services that you use or disclose, or this engagement generally. This indemnity shall not apply to the extent a claim arises out of our gross negligence or willful misconduct, as finally adjudicated by a finder of fact.

(b) We will not be liable for any special, consequential, incidental, indirect or exemplary damages or loss (nor any lost profits, savings or business opportunity). Further, our liability relating to this engagement will in no event exceed an amount equal to the fees (excluding taxes and expenses) we receive from you for the portion of the engagement giving rise to such liability.

(c) Neither of us will be liable for any delays or failures in performance due to circumstances beyond our reasonable control.

10. Non-Solicitation During the term of this engagement, and for a period of one year following its expiration or termination, you will not directly or indirectly solicit, employ or otherwise engage any of our employees (including former employees that have terminated their employment with us within six months of your hiring such individual) or contractors who were involved in the engagement, provided that you shall not be prohibited from making general solicitations for employment (including through the use of employment agencies) not specifically directed at any such persons.

11. Termination 

(a) Termination for Convenience. Either party may terminate this Agreement for convenience at any time.

(b) Termination for Breach. Either party may terminate this Agreement for breach if, within 15 days’ notice, the breaching party fails to cure a material breach of this Agreement.

(c) To the extent you terminate this Agreement you will pay us for all conforming Services rendered and reasonable expenses incurred by us to the effective date of the termination.

(d) Further, we reserve the right to terminate this Agreement at any time, upon providing written notice to you, if conflicts of interest arise or become known to us that, in our sole judgment, would impair our ability to perform the Services objectively.

(e) The terms of this Agreement which relate to confidentiality, ownership and use, limitations of liability and indemnification, non-solicitation and payment obligations shall survive its expiration or termination.

12. General (a) This Agreement supersedes all prior oral and written communications between us, and may be amended, modified or changed only in writing when signed by both parties.

(b)     No term of this Agreement will be deemed waived, and no breach of this Agreement excused, unless the waiver or consent is in writing signed by the party granting such waiver or consent.

(c)     We each acknowledge that we may correspond or convey documentation via Internet e-mail and that neither party has control over the performance, reliability, availability, or security of Internet e-mail. Therefore, neither party will be liable for any loss, damage, expense, harm or inconvenience resulting from the loss, delay, interception, corruption, or alteration of any Internet e-mail due to any reason beyond our reasonable control.

Speed Commerce, Inc.

December 15, 2015

(d)     This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to conflict of law rules. The parties hereto agree that any and all disputes or claims arising hereunder shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Any arbitration will be conducted in New York, New York. Any arbitration award may be entered in and enforced by any court having jurisdiction thereof, and the parties consent and commit themselves to the jurisdiction of the courts of the State of New York for purposes of any enforcement of any arbitration award. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

(e)     If any portion of this Agreement is found invalid, such finding shall not affect the enforceability of the remainder hereof, and such portion shall be revised to reflect our mutual intention.

(f)     This Agreement shall not provide third parties with any remedy, cause, liability, reimbursement, claim of action or other right in law or in equity for any matter governed by or subject to the provisions of this Agreement

* * *

EX-99.1

Exhibit 99.1

Speed Commerce ANNOUNCES SENIOR MANAGEMENT CHANGES

-- Company Also Enters Into Forbearance Agreement with Lenders --

Dallas, Texas – December 17, 2015 – Speed Commerce, Inc. (NASDAQ:SPDC), a leading provider of ecommerce technology and omni-channel solutions for retailers, today announced that Dalton Edgecomb and Bruce Meier, both of Winter Harbor LLC, have been named Interim Chief Executive Officer and Interim Chief Financial Officer, respectively. In these capacities, Messrs. Edgecomb and Meier will lead efforts to maintain the Company’s near-term liquidity and strengthen its financial performance. They succeed Richard Willis and Terry Tuttle, who have resigned effective immediately.

Mr. Edgecomb possesses more than 20 years of experience advising companies through cash management and cost reduction, capital structure refinancing, crisis management and business plan development for restructuring purposes. He has participated in more than 50 successful turnaround engagements in a variety of industries including food and agribusiness, retail, textiles, healthcare, engineering and construction, energy, transportation, and industrial manufacturing.

Speed Commerce also announced that it has entered into a forbearance agreement (the “Forbearance Agreement”) with Garrison Loan Agency Services LLC, as Administrative Agent and Collateral Agent and the lenders from time to time party thereto (collectively, the “Lenders”) to the Company's Amended and Restated Credit and Guaranty Agreement dated as of November 21, 2014, as amended (the “Credit Agreement”), in connection with the Company’s failure to comply with certain covenants under the Credit Agreement.

“We anticipate that the steps we have taken today will accelerate progress towards a stronger and more financially-sound company, and we look forward to ongoing and productive discussions with our lenders in that regard,” Mr. Edgecomb stated. “In the meantime, our focus will remain on business continuity and the same excellent level of service our customers have come to expect. We appreciate the support of all our stakeholders, in particular our lenders who have provided additional funding to the Company and who have now provided this forbearance agreement which enables us to work towards enhanced financial flexibility and a brighter future.”

Under the terms of the Forbearance Agreement, the Company’s Lenders will refrain from exercising any rights or remedies that they may have under the Credit Agreement or otherwise in respect of the Company's default of the terms of the Credit Agreement for 45 days, or until January 30, 2016, unless a breach of the Forbearance Agreement occurs. If the Forbearance Agreement should be breached, or is not extended, the Company’s Lenders would then be entitled to exercise any of their rights under the Credit Agreement, including, but not limited to, the acceleration of all debt obligations under the Credit Agreement. There can be no assurance that the terms of the Forbearance Agreement will be extended, or that the Company will not be in breach of the terms of the Forbearance Agreement prior to its expiration.

About Speed Commerce

Speed Commerce, Inc. (NASDAQ: SPDC) is a single-source provider of ecommerce technology and services that help retailers and manufacturers acquire new customers by providing personalized, relevant experiences. Services include ecommerce platform development; hosting, managed ecommerce, and marketing services; order and inventory management; pick, pack, and ship; returns processing; and 24/7 customer care. For additional information, please visit the company’s website at www.speedcommerce.com.

Safe Harbor

The statements in this press release that are not strictly historical are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbors provided therein. The forward-looking statements are subject to risks and uncertainties, and the actual results that the company achieves may differ materially from these forward-looking statements due to such risks and uncertainties, including, but not limited to: the Company's ability to remedy any defaults and the Company's compliance with its debt facilities; difficult economic conditions that adversely affect the company, or its customers and vendors; the company’s revenues being derived from a small group of customers; pending or prospective litigation may subject the company to significant costs; the seasonal nature of the company’s business; the company’s ability to adapt to the changing demands of its customers or vendors; the potential for the company to incur significant costs and to experience operational and logistical difficulties in connection with its information technology systems and fulfillment infrastructure; the company’s dependence on significant clients and vendors; the company’s ability to meet significant working capital requirements; and the company’s ability to compete effectively in the highly competitive retail distribution and e-commerce services industries. In addition to these, a detailed statement of risks and uncertainties is contained in the company’s reports to the U.S. Securities and Exchange Commission (the “SEC”), including, in particular, the company’s proxy materials, the company’s Form 10-Q and Form 10-K filings, as well as its other SEC filings and public disclosures.

Investor Relations

Liolios Group, Inc.

Cody Slach

Tel 1-949-574-3860

SPDC@liolios.com