Speed Commerce, Inc. Sample Contracts

Speed Commerce, Inc. – ARTICLES OF AMENDMENT OF SPEED COMMERCE, INC. (March 31st, 2016)

The undersigned, the Secretary of Speed Commerce, Inc., a Minnesota corporation (the “Corporation”), hereby certifies that the following Articles of Amendment have been duly adopted by the Board of Directors of the Corporation (the “Board”), pursuant to the provisions of the Minnesota Business Corporation Act.

Speed Commerce, Inc. – ELEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (December 24th, 2015)

THIS ELEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”), is entered into as of December 23, 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”).

Speed Commerce, Inc. – Speed Commerce ANNOUNCES SENIOR MANAGEMENT CHANGES -- Company Also Enters Into Forbearance Agreement with Lenders -- (December 21st, 2015)

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.

Speed Commerce, Inc. – FORBEARANCE AGREEMENT (December 21st, 2015)

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”).

Speed Commerce, Inc. – proprietary and confidential (December 21st, 2015)

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.

Speed Commerce, Inc. – TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (December 10th, 2015)

THIS TENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”), is entered into as of December 9, 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”).

Speed Commerce, Inc. – CONSENT AND SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (December 1st, 2015)

THIS CONSENT SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”), is entered into as of May 11, 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”).

Speed Commerce, Inc. – NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (November 23rd, 2015)

THIS NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”), is entered into as of November 20, 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”).

Speed Commerce, Inc. – Speed Commerce Reports Fiscal Second Quarter 2016 Results (November 17th, 2015)

DALLAS, TX – November 16, 2015 – Speed Commerce, Inc. (NASDAQ: SPDC), a leading provider of ecommerce technology and omni-channel solutions for retailers, reported financial results for its fiscal second quarter ended September 30, 2015.

Speed Commerce, Inc. – LIMITED WAIVER, CONSENT AND EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (November 16th, 2015)

THIS LIMITED WAIVER, CONSENT AND EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”), is entered into as of November 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”).

Speed Commerce, Inc. – SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (November 16th, 2015)

THIS SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”), is entered into as of September 17, 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”).

Speed Commerce, Inc. – SECOND AMENDMENT AGREEMENT (October 9th, 2015)

THIS SECOND AMENDMENT AGREEMENT , dated effective as of October 9, 2015 (this “Second Amendment Agreement”), is by and among Speed Commerce, Inc., a Minnesota corporation (“Parent”), Navarre Distribution Services, Inc., a Minnesota limited liability company, Navarre Distribution Services, ULC, a British Columbia unlimited liability company, Navarre Online Fulfillment Services, Inc., a Minnesota corporation, Navarre Digital Services, Inc., a Minnesota corporation, Navarre Logistical Services, Inc., a Minnesota corporation, Encore Software, Inc., a Minnesota corporation, and Viva Media, Inc., a Minnesota corporation (collectively, along with Parent, “Sellers” and each individually a “Seller”); WYNIT Distribution, LLC, a New York limited liability company (“WYNIT”), WD Encore Software, LLC, a New York limited liability company, WD Navarre Digital Services, LLC, a New York limited liability company, WD Navarre Holdings, LLC, a New York limited liability company, WD Navarre Distribution, LL

Speed Commerce, Inc. – SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (October 9th, 2015)

THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”), is entered into as of October 6, 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”).

Speed Commerce, Inc. – Speed Commerce Reports Fiscal First Quarter 2016 Results (August 10th, 2015)

DALLAS, TX – August 10, 2015 – Speed Commerce, Inc. (NASDAQ: SPDC), a leading provider of ecommerce technology and omni-channel solutions for retailers, reported financial results for its fiscal first quarter ended June 30, 2015. The following figures exclude results from the company’s retail distribution segment, which was reclassified into discontinued operations in the quarter ended March 31, 2014 and sold on July 9, 2014.

Speed Commerce, Inc. – FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (July 28th, 2015)

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”), is entered into as of July 22, 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”).

Speed Commerce, Inc. – Annual Incentive Plan Fiscal Year 2016 Effective April 1, 2015 – March 31, 2016 (July 22nd, 2015)

The purpose of the Annual Incentive Plan is to align the senior managers of Speed Commerce, Inc. and its subsidiaries (the “Company”), with the Company’s business objectives by motivating, rewarding and recognizing participants for their achievements and contribution to the Company’s success.

Speed Commerce, Inc. – THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (July 7th, 2015)

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”), is entered into as of June 30, 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”).

Speed Commerce, Inc. – FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (July 7th, 2015)

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”), is entered into as of July 2, 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”).

Speed Commerce, Inc. – Annual Incentive Plan Fiscal Year 2015 Effective April 1, 2014 – March 31, 2015 (June 15th, 2015)

The purpose of the Annual Incentive Plan is to align the senior managers of Speed Commerce, Inc. and its subsidiaries (the “Company”), with the Company’s business objectives by motivating, rewarding and recognizing participants for their achievements and contribution to the Company’s success.

Speed Commerce, Inc. – Confidential Treatment Requested by Speed Commerce, Inc. CONSENT AND SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (June 15th, 2015)

THIS CONSENT SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”), is entered into as of May 11, 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”).

Speed Commerce, Inc. – SPEED COMMERCE, INC. 2014 STOCK OPTION AND INCENTIVE PLAN NONEMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT (June 15th, 2015)

You have been granted restricted stock, subject to the terms and conditions of the 2014 Stock Option and Incentive Plan, as amended, and the Restricted Stock Agreement set forth below, as follows:

Speed Commerce, Inc. – FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT WITH RESTRICTIVE COVENANTS (June 15th, 2015)

THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT WITH RESTRICTIVE COVENANTS (the “First Amendment”) is effective on February ___, 2015 by and between Speed Commerce, Inc., a Minnesota Corporation (the “Company”), and Matthew L. Konkle (the “Executive”).

Speed Commerce, Inc. – SPEED COMMERCE, INC. 2014 STOCK OPTION AND INCENTIVE PLAN EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT (June 15th, 2015)

You have been granted an option to purchase shares of Speed Commerce, Inc., subject to the terms and conditions of the 2014 Stock Option and Incentive Plan, as amended from time to time (the “Plan”), and the Nonqualified Stock Option Agreement (the “Agreement”) set forth below, as follows:

Speed Commerce, Inc. – Speed Commerce Reports Fiscal Fourth Quarter and Full Year 2015 Results Q4 Net Revenues Increase 53% to $36.6 Million; Adjusted Gross Margin Increases 290 Basis Points to 25.2% (June 15th, 2015)

DALLAS, TX – June 15, 2015 – Speed Commerce, Inc. (NASDAQ: SPDC), a leading provider of ecommerce technology and omni-channel solutions for retailers, reported financial results for its fiscal fourth quarter and full year ended March 31, 2015. The following figures exclude results from the company’s retail distribution segment which was reclassified into discontinued operations in the quarter ended March 31, 2014 and sold on July 9, 2014.

Speed Commerce, Inc. – EXECUTIVE EMPLOYMENT AGREEMENT WITH RESTRICTIVE COVENANTS (June 15th, 2015)

THIS EXECUTIVE EMPLOYMENT AGREEMENT WITH RESTRICTIVE COVENANTS (the (“Agreement”) is entered into on _________, 2014 (the “Effective Date”), by and between Speed Commerce, Inc., a Minnesota Corporation (the “Company”), and Matthew L. Konkle (the “Executive”).

Speed Commerce, Inc. – Speed Commerce, Inc. 2014 Stock Option and Incentive Plan Nonemployee Director Stock Option Agreement (June 15th, 2015)

You have been granted an option to purchase shares of the Company, subject to the terms and conditions of the 2014 Stock Option and Incentive Plan and the Option Agreement set forth below, as follows:

Speed Commerce, Inc. – SPEED COMMERCE, INC. 2014 STOCK OPTION AND INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (June 15th, 2015)

You have been granted an Award of time-vested Restricted Stock Units, subject to the terms and conditions of the 2014 Stock Option and Incentive Plan, as amended from time to time, and the Restricted Stock Unit Agreement set forth below, as follows:

Speed Commerce, Inc. – Speed Commerce Reaches Accord with Lenders to Amend Credit Agreement Company Affirms Fiscal 2015 and 2016 Guidance; Signs New Clients & Continues to Build Core Business (May 11th, 2015)

Dallas, Texas – May 11, 2015 – Speed Commerce, Inc. (NASDAQ:SPDC), a leading provider of ecommerce technology and omni-channel solutions for retailers, announced that it has reached agreement with its bank syndicate group to amend its credit agreement.

Speed Commerce, Inc. – SPEED COMMERCE, Inc. Series A Warrant To Purchase Common Stock (April 16th, 2015)

Speed Commerce, Inc., a Minnesota corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [INVESTOR NAME], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the one-year anniversary of the Issuance Date (the “Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), up to [______________ (_____________)] fully paid nonassessable shares of Common Stock (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16. This Warrant is the Series A Warrant to purchase Co

Speed Commerce, Inc. – Speed Commerce, Inc. 1303 E. Arapaho Road, Suite 200 Richardson, TX 75081 Gentlemen: (April 16th, 2015)

The undersigned (the “Investor”) hereby confirms its agreement with Speed Commerce, Inc., a Minnesota corporation (the “Company”) as follows:

Speed Commerce, Inc. – SPEED COMMERCE, Inc. Series B Warrant To Purchase Common Stock (April 16th, 2015)

Speed Commerce, Inc., a Minnesota corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [INVESTOR NAME], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the later of (i) one year and one day from the Issuance Date and (ii) the Capital Event Date (as defined below) (the “Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [______________ (_____________)] fully paid nonassessable shares of Common Stock (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Sec

Speed Commerce, Inc. – SPEED COMMERCE, INC. 13,035,713 shares of Common Stock Series A Warrants to purchase up to 7,776,784 shares of Common Stock Series B Warrants to purchase up to 2,000,000 shares of Common Stock PLACEMENT AGENT AGREEMENT (April 16th, 2015)
Speed Commerce, Inc. – AMENDMENT No. 1 to Asset PURCHASE AGREEMENT (April 16th, 2015)

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”)

Speed Commerce, Inc. – CONSENT AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (April 16th, 2015)

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”).

Speed Commerce, Inc. – CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES D CONVERTIBLE PREFERRED STOCK OF SPEED COMMERCE, INC. (Pursuant to Section 302A.401 of the Minnesota Business Corporation Act) (March 16th, 2015)

Speed Commerce, Inc., a corporation organized and existing under the laws of the State of Minnesota (the “Corporation”), hereby certifies that, pursuant to authority vested in the Board of Directors of the Corporation by Article VI of the Articles of Incorporation of the Corporation, the following resolutions were adopted on March 13, 2015 by the Board of Directors of the Corporation (the “Board”) pursuant to Section 302A.401 of the Minnesota Business Corporation Act: