exv10w48





Exhibit 10.48



CONSENT TO ASSIGNMENT 




THIS AGREEMENT dated as of the 1st day of March, 2010.



BETWEEN:




ORLANDO CORPORATION

(hereinafter called the “Landlord”)




OF THE FIRST PART




– and –




NAVARRE DISTRIBUTION SERVICES UIJC

(hereinafter called the “Assignee”




OF THE SECOND PART




– and –



–
NAVAREE CORPORATION

(hereinafter called the “Assignor”)




OF THE THIRD PART




     WHEREAS:




	 	(a)	 	Orlando Corporation as landlord and the Assignor as tenant entered into a lease
dated as of the 19th day of November, 2010 (the ‘Lease’) of certain premises municipally
known as 1695 Drew Road, and being more particularly described therein (“Leased
Premises”); and
	 
	 	(b)	 	The Assignor is assigning the Lease to the Assignee and has requested the consent
of the Landlord to such assignment.





          NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the Landlord’s consent herein
contained and other good and valuable consideration, the parties agree as follows:




	1.	 	The Landlord hereby consents to the assignment of the Lease by the Assignor to the Assignee
subject to the payment of the rent reserved by and the performance and observance of the
covenants, conditions and agreements in the Lease and this Agreement and subject to the
Assignee using the Leased Premises only for the purposes permitted m the Lease. This consent
is given upon the basis that the Landlord does not acknowledge or approve of any of the terms
of the said assignment between the Assignee and the Assignor except for the said assignment
itself.
	 
	2.	 	This consent shall in no way affect or release the Assignor from its liabilities and
responsibilities under the Lease notwithstanding the assignment and is given without prejudice
to the Landlord’s rights under the Lease.
	 
	3.	 	This consent shall not be deemed to authorize any further assignments or subletting or
parting with or sharing possession of all or part of the Leased Premises, which may only be
done in fill compliance with the Lease.




 









 






	4.	 	In consideration of the Landlord consenting to the assignment, the Assignee hereby
covenants and agrees with the Landlord to observe, comply with and perform all terms,
conditions and covenants in the Lease and to pay all sums of any kind whatsoever and perform
all obligations of any kind whatsoever as and when the same are due to be paid or performed by
the tenant pursuant to the terms of the Lease during all of the term of the Lease and any
renewals or extensions thereof. The Assignee acknowledges that it has received a copy of the
Lease and is familiar with all terms, covenants, agreements and obligations set out therein.
	 
	5.	 	The Assignor hereby acknowledges and agrees with the Landlord that it shall continue to
remain liable on all the terms and covenants in the Lease on the part of the tenant to be
observed and performed including, without limitation any renewal or extension thereof.
	 
	6.	 	The Assignor and the Assignee hereby irrevocably direct and authorize the Landlord to make
all adjustments/reconciliations on account of Rent for the current or any prior or fixture
Lease Year with, and to pay any resulting credits to, the Assignee, notwithstanding that the
Assignor remains responsible for paying any underpayment of Rent (including without limitation
any underpayment of Additional Rent for any Lease Year) to the Landlord, it being understood
and agreed that the foregoing direction and authorization shall not limit or restrict the
Assignor’s covenants and obligations under the Lease in any manner whatsoever.
	 
	7.	 	The Assignee covenants and agrees with the Landlord that it shall not take occupancy of the
Leased Premises until such time as it has obtained occupancy approval from local building and
fire departments and has given evidence thereof to the Landlord.
	 
	8.	 	Effective as of the date of this Agreement and notwithstanding anything contained in this
Agreement or the Lease to the contrary, if the Assignee is a private corporation and any part
or all of the corporate shares of the Assignee or any corporation holding (whether directly or
indirectly) the shares of the Assignee shall be transferred by sale, assignment, amalgamation,
bequest, inheritance, operation of law or other disposition or dispositions so as to result in
a change in the control of any such corporation, such change of control shall be considered a
Transfer (as defined in the Lease) of the Lease and shall be subject to the provisions of
Section 7 thereof. The Assignee shall make available to the Landlord upon its request for
inspection and copying, all books and records of the Assignee or subtenant and their
respective shareholders which, alone or with other data, may show the applicability or
inapplicability of this Section.
	 
	9.	 	The Assignee confirms that all elections and notices to the Assignee pursuant to Section
15.01 of the Lease shall be delivered to:
	 
	 	 	NAVARRE DISTRIBUTION SERVICES ULC

7400 49th Avenue North

New Hope, MN 55428

Attention: General Counsel

Facsimile #: (763) 504-1107
	 
	10.	 	The Assignor and the Assignee shall jointly and severally be liable for and shall indemnify
the Landlord against all costs incurred by the Landlord with respect to the assignment
referred to herein and the Landlord’s consent with respect thereto.




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11. This Agreement shall enure to the benefit of and be binding upon the parties hereto and
their respective successors and permitted assigns.



IN WITNESS WHEREOF the parties hereto have executed this Agreement.




	 	 	 	 	 	 	 

	 	 	 	 	ORLANDO CORPORATION
	 
	 	 	 	 	 	 
	 

	 	 	 	Per:
	 	/s/ D. Kilner
	 

	 	 	 	 	 	Authorized signing officer
	 

	 	 	 	Name:
	 	Doug Kilner
	 

	 	 	 	Title:
	 	Vice Chairman
	 
	 	 	 	 	 	 
	 

	 	 	 	Per:
	 	/s/ Wm. O’Rourke
	 

	 	 	 	 	 	Authorized signing officer
	 

	 	 	 	Name:
	 	William O’Rourke
	 

	 	 	 	Title:
	 	Sr. Vice President, Finance
	 
	 	 	 	 	 	 
	 	 	 	 	We have authority to bind the Corporation
	 
	 	 	 	 	 	 
	NAVARRE DISTRIBUTION SERVICES ULC	 	NAVARRE CORPORATION
	 
	 	 	 	 	 	 
	Per:

	 	/s/ Joyce A. Fleck
	 	Per:
	 	/s/ Cary L. Deacon
	 

	 	Authorized signing officer
	 	 	 	Authorized signing officer
	Name:

	 	Joyce A. Fleck
	 	Name:
	 	Cary L. Deacon
	Title:

	 	President
	 	Title:
	 	President and CEO
	 
	 	 	 	 	 	 
	Per:

	 	/s/ J. Reid Porter
	 	Per:
	 	/s/ J. Reid Porter
	 

	 	Authorized signing officer
	 	 	 	Authorized signing officer
	Name:

	 	J. Reid Porter
	 	Name:
	 	J. Reid Porter
	Title:

	 	CFO and Treasurer
	 	Title:
	 	Exec. Vice President and CFO
	 
	 	 	 	 	 	 
	We have authority to bind the Corporation	 	We have authority to bind the Corporation







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