Exhibit 10.1


AGREEMENT


          This
Agreement (this “Agreement”) is made and entered into as of March 18,
2013, by and among Rimage Corporation (the “Company”) and Dolphin
Limited Partnership III, L.P. (“Dolphin III”), Dolphin Associates III, LLC, and
Dolphin Holdings Corp. III (collectively, “Dolphin”) (each of the
Company and Dolphin, a “Party” to this Agreement, and collectively, the
“Parties”).


RECITALS


          WHEREAS,
the Company and Dolphin have engaged in various discussions and communications
concerning the Company and representation on the Board (as defined below);


          WHEREAS,
Dolphin is deemed to beneficially own shares of common stock of the Company
(the “Common Stock”) totaling, in the aggregate, Five Hundred Sixty
Thousand Five Hundred (560,500) shares, or approximately six and five tenths
percent (6.5%), of the Common Stock issued and outstanding on the date hereof;


          WHEREAS,
Dolphin submitted a nomination letter to the Company on December 10, 2012 (the
“Nomination Letter”) nominating director candidates to be elected to the
Company’s board of directors (the “Board”) at the 2013 annual meeting of
shareholders of the Company (including any other meeting of shareholders held
in lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof, the “2013 Annual Meeting”); and


          WHEREAS,
the Company and Dolphin have determined to come to an agreement with respect to
the appointment of one Dolphin candidate to the Company’s Board of Directors,
one observer to the Board of Directors and certain other governance matters, as
provided in this Agreement.


          NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants
and agreements contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties
hereto, intending to be legally bound hereby, agree as follows:


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Board Matters; Board Appointments;
 2013 Annual Meeting

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 Effective as of the close of business on the date of
 this Agreement, the Board shall increase the authorized number of directors
 to eight (8) and appoint Justin A. Orlando (the “Dolphin Director”) as
 a member of the Board to fill the vacancy created thereby. The Dolphin
 Director shall also be appointed to serve on each of the Compensation
 Committee of the Board and the Governance Committee. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b)

 	
 The Company will nominate, recommend, support and
 solicit proxies for the election of the Dolphin Director to the Board at the 2013
 Annual Meeting, and, during the Standstill Period (as defined below) any
 special meeting, in the same manner as for the Company’s other nominees
 standing for election to the Board at the 2013 Annual Meeting or such special
 meeting. 

 













	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c)

 	
 Upon the execution of this Agreement, Dolphin hereby
 irrevocably withdraws its Nomination Letter and Dolphin hereby agrees not to
 (i) nominate any person for election at the 2013 Annual Meeting, (ii) submit
 any proposal for consideration at, or bring any other business before, the
 2013 Annual Meeting, directly or indirectly, or (iii) initiate, encourage or
 participate in any “withhold” or similar campaign with respect to the 2013
 Annual Meeting, directly or indirectly, and shall not permit any of its
 Affiliates or Associates, as defined below, to do any of the items in this
 Section 1(c). Dolphin shall not publicly or privately encourage or support
 any other shareholder to take any of the actions described in this Section
 1(c).

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 Until the date on which Dolphin has sold shares of
 Common Stock such that it ceases to beneficially own in the aggregate at
 least 5.0% of the then outstanding Common Stock, the Company agrees that if
 the Dolphin Director resigns as a director or is removed from the Board for any
 reason or dies, Dolphin shall have the right to replace the Dolphin Director
 with a qualified substitute director, with the qualifications and appointment
 of such substitute director subject to the provisions of this subsection.
 Each substitute director must qualify as “independent” pursuant to NASDAQ
 listing standards. Unless there is a material adverse change in the
 qualifications of Justin A. Orlando or Donald T. Netter, each of Mr. Orlando
 and Mr. Netter is deemed to be qualified as a substitute director and upon
 Dolphin’s identification of Mr. Orlando or Mr. Netter as a substitute
 director, the Board shall appoint Mr. Orlando or Mr. Netter, as the case may
 be, as a member of the Board to replace the Dolphin Director. If for some
 reason Mr. Netter or Mr. Orlando, as the case may be, cannot serve as a
 substitute director, the Board shall appoint a qualified substitute director
 recommended by Dolphin, subject to the approval of the Governance Committee
 in good faith after exercising its fiduciary duties, provided that the
 Company may not unreasonably withhold consent of such qualified substitute
 candidate and provided further that in the event the Governance Committee
 does not approve of a substitute director recommended by Dolphin, Dolphin
 will have the right to recommend additional persons as a substitute director.
 Upon the appointment of a substitute director to the Board, the Board will
 also appoint such substitute director to each of the Compensation Committee
 and Governance Committee. Any such substitute director appointed to the Board
 shall be deemed to be a “Dolphin Director” hereunder.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (e)

 	
 Dolphin agrees to appear in person or by proxy at
 the 2013 Annual Meeting and vote all shares of Common Stock beneficially
 owned by it (i) in favor of the election of each of the Company’s nominees
 for election to the Board and (ii) in accordance with the Board’s
 recommendation on all other proposals.

 


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 (f)

 	
 Effective as of the close of business on the date of
 this Agreement, the Board shall appoint Daniel T. Englander as an observer to
 the Board (the “Board Observer”). The Board Observer will serve until
 the earlier of the date that is 10 days prior to the nomination deadline for
 the 2014 annual meeting of shareholders of the Company (“2014 Annual
 Meeting”) or the date on which Dolphin sells Common Stock such that it
 ceases to beneficially own in the aggregate at least 5.0% of the then
 outstanding Common Stock. The Board Observer will (1) receive copies of all
 notices and written information as furnished to the full Board, (2) be
 permitted to be present at all meetings of the full Board (whether by phone
 or in person), (3) shall not have the right to vote as a director or with the
 Board on any matter, nor any right to participate in Board discussions, and
 (4) not be entitled to notices of, to receive information relating to, or to
 attend any meeting of any committee of the Board. Notwithstanding the
 foregoing, (i) the Company shall be entitled to withhold any information and
 exclude the Board Observer from any meeting, or any portion thereof, (A) that
 is an executive session of the Board; (B) as is reasonably determined by the
 Company to be necessary to protect the Company’s attorney-client privilege;
 or (C) that relates to matters as to which the Company reasonably determines
 as to which Dolphin, the Board Observer or the Dolphin Director or their
 respective Affiliates, have or may have a conflict of interest, including,
 without limitation, discussions relating to any agreement between the Company
 and Dolphin, the Board Observer or the Dolphin Director or their respective
 Affiliates, (ii) the Board Observer shall execute a confidentiality agreement
 in form and substance reasonably acceptable to the Company with respect to
 the information and discussions to which the Board Observer will have access,
 (iii) the Board Observer shall agree to abide by the terms of the Company’s
 insider trading policy as if the Board Observer were a director and (iv) the
 Board Observer shall not request meetings with management relating to any
 meeting or any information provided to the Board Observer in connection with
 any meeting. The Board Observer position will be an unpaid position and all
 travel expenses of the Board Observer shall be paid by Dolphin. The Board
 Observer shall use his or her best efforts to attend in person meetings of
 the full Board that are called as in-person meetings. The Board shall make
 reasonable efforts to notify the Board Observer in advance if it anticipates
 the Board Observer will be excluded from a material portion of a Board
 meeting.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (g)

 	
 Dolphin agrees that it will cause its Affiliates and
 Associates to comply with the terms of this Agreement. As used in this
 Agreement, the terms “Affiliate” and “Associate” shall have the
 respective meanings set forth in Rule 12b-2 promulgated by the Securities and
 Exchange Commission under the Securities Exchange Act of 1934, as amended, or
 the rules or regulations promulgated thereunder (the “Exchange Act”),
 and shall include all persons or entities that at any time during the term of
 this Agreement become Affiliates or Associates of any person or entity
 referred to in this Agreement.

 


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 (h)

 	
 The Company agrees that it shall use its reasonable
 best efforts to appoint a ninth director to the Board with relevant
 enterprise software industry experience.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Standstill Provisions

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a)

 	
 Dolphin agrees that, from the date of this Agreement
 until the date that is ten (10) business days prior to the deadline for the
 submission of shareholder nominations for the 2014 Annual Meeting pursuant to
 the Company’s bylaws (the “Standstill Period”), neither Dolphin, nor
 any of its Affiliates or Associates under its control or direction, nor any
 of the Affiliates or Associates that control or direct Dolphin will, and
 Dolphin will cause each of such Affiliates and Associates not to, directly or
 indirectly, in any manner:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 become the beneficial owner, as such term is defined
 in Rule 13d-3 of the Exchange Act, of more than 9.90% of the Common Stock; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 engage in any solicitation of
 proxies or consents or become a “participant” in a “solicitation” as such
 terms are defined in Regulation 14A under the Exchange Act of proxies or
 consents (including, without limitation, any solicitation of consents that
 seeks to call a special meeting of shareholders of the Company), in each
 case, with respect to the Common Stock, other than in accordance with Section
 1 of this Agreement; provided that nothing in this subsection shall
 prohibit Dolphin from taking any action during the Standstill Period in
 support of the Dolphin Director (including engaging in a solicitation of
 proxies for the election of the Dolphin Director) in connection with any
 special meeting of the Company’s shareholders called by a person or persons
 other than Dolphin for the purpose of removing or electing directors of the
 Company;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iii)

 	
 form, join or in any way
 participate in any “group” (within the meaning of Section 13(d)(3) of the
 Exchange Act) with respect to the Common Stock (other than a “group” that
 includes all or some of the persons identified on Exhibit A and the
 Board Observer, but does not include any other entities or persons not
 identified on Exhibit A as of the date hereof); provided, however,
 that nothing herein shall limit the ability of an Affiliate of Dolphin to
 join the “group” following the execution of this Agreement, so long as any
 such Affiliate agrees to be bound by the terms and conditions of this
 Agreement;

 


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 (iv)

 	
 deposit any Common Stock in any
 voting trust or subject any Common Stock to any arrangement or agreement with
 respect to the voting of any Common Stock, other than any such voting trust,
 arrangement or agreement in accordance with this Agreement;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (v)

 	
 (A) seek representation on the
 Board (other than in accordance with Section 1 of this Agreement) or submit
 nominations in furtherance of a “contested solicitation” for the election or
 removal of directors of the Company or take any other action with respect to
 the election or removal of any directors (other than in accordance with
 Section 1 of this Agreement), (B) otherwise seek to control or influence the
 management, Board or policies of the Company, other than the Dolphin Director
 in his capacity as such, or (C) instigate, support, encourage or assist any
 third party to do any of the actions set forth in clause (A) or (B) above; provided
 that nothing in this subsection shall prohibit Dolphin from taking any
 action during the Standstill Period in support of the Dolphin Director
 (including engaging in a solicitation of proxies for the election of the
 Dolphin Director) in connection with any special meeting of the Company’s
 shareholders called by a person or persons other than Dolphin for the purpose
 of removing or electing directors of the Company;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (vi)

 	
 (A) make any proposal for
 consideration by shareholders at any annual or special meeting of
 shareholders of the Company, or (B) other than at the direction or
 with the consent of the Board, in the Dolphin Director’s capacity as a
 director of the Company, or with respect to purchases of Common Stock
 expressly permitted by Section 2(a)(i), offer, propose, or make any public
 statement with respect to, or encourage, solicit or negotiate with any third
 party with respect to, a merger, consolidation, acquisition of control or
 other business combination, tender or exchange offer, purchase, sale or
 transfer of assets or securities, dissolution, liquidation, reorganization,
 change in capital structure, recapitalization, dividend or similar
 transaction involving the Company;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (vii)

 	
 seek to advise, encourage, support
 or influence any person with respect to the voting or disposition of any
 securities of the Company at any annual or special meeting of shareholders,
 except in accordance with Section 1; provided that nothing in this
 subsection shall prohibit Dolphin from taking any action during the
 Standstill Period in support of the Dolphin Director (including engaging in a
 solicitation of proxies for the election of the Dolphin Director) in
 connection with any special meeting of the Company’s shareholders called by a
 person or persons other than Dolphin for the purpose of removing or electing
 directors of the Company; or

 


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 (viii)

 	
 make any request or submit any proposal
 to waive, terminate or amend the terms of this Agreement other than through
 non-public communications with the Company that would not be reasonably
 determined to trigger public disclosure obligations for any Party.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Representations and Warranties of
 the Company

 
	
  

 	
  

 	
  

 
	
           The
 Company represents and warrants to Dolphin that (a) the Company has the
 corporate power and authority to execute this Agreement and to bind it
 thereto, (b) this Agreement has been duly and validly authorized, executed
 and delivered by the Company, constitutes a valid and binding obligation and
 agreement of the Company, and is enforceable against the Company in
 accordance with its terms, except as enforcement thereof may be limited by
 applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
 conveyance or similar laws generally affecting the rights of creditors and
 subject to general equity principles, (c) the execution, delivery and
 performance of this Agreement by the Company does not and will not (i) violate
 or conflict with any law, rule, regulation, order, judgment or decree
 applicable to the Company, or (ii) result in any breach or violation of or
 constitute a default (or an event which with notice or lapse of time or both
 could constitute such a breach, violation or default) under or pursuant to,
 or result in the loss of a material benefit under, or give any right of
 termination, amendment, acceleration or cancellation of, any organizational
 document, agreement, contract, commitment, understanding or arrangement to
 which the Company is a party or by which it is bound.

 
	
  

 
	
  

 	
 4.

 	
 Representations and Warranties of
 Dolphin

 
	
  

 	
  

 	
  

 
	
           Dolphin
 represents and warrants to the Company that (a) Dolphin has the corporate
 power and authority to execute this Agreement and any other documents or
 agreements to be entered into in connection with this Agreement and to bind
 it thereto, (b) this Agreement has been duly authorized, executed and
 delivered by Dolphin, and is a valid and binding obligation of Dolphin, enforceable
 against Dolphin in accordance with its terms, except as enforcement thereof
 may be limited by applicable bankruptcy, insolvency, reorganization,
 moratorium, fraudulent conveyance or similar laws generally affecting the
 rights of creditors and subject to general equity principles, (c) the
 execution, delivery and performance of this Agreement by Dolphin does not and
 will not (i) violate or conflict with any law, rule, regulation, order,
 judgment or decree applicable to Dolphin, or (ii) result in any breach or
 violation of or constitute a default (or an event which with notice or lapse
 of time or both could constitute such a breach, violation or default) under
 or pursuant to, or result in the loss of a material benefit under, or give
 any right of termination, amendment, acceleration or cancellation of, any
 organizational document, agreement, contract, commitment, understanding or
 arrangement to which Dolphin is a party or by which it is bound, and (d) as
 of the date of this Agreement, (i) Dolphin is deemed to beneficially own in
 the aggregate Five Hundred Sixty Thousand Five Hundred (560,500) shares of
 Common Stock, (ii) Dolphin does not currently have, and does not currently
 have any right to acquire, any interest in any other securities of the
 Company (or any rights, options or other securities convertible into or
 exercisable or exchangeable (whether or not convertible, exercisable or
 exchangeable immediately or only after the passage of time or the occurrence
 of a specified event) for such securities or any obligations measured by the
 price or value of any securities of the Company, including any swaps or other
 derivative arrangements designed to produce economic benefits and risks that
 correspond to the ownership of Common Stock, whether or not any of the
 foregoing would give rise to beneficial ownership (as determined under Rule
 13d-3 promulgated under the Exchange Act), and whether or not to be settled
 by delivery of Common Stock, payment of cash or by other consideration, and
 without regard to any short position under any such contract or arrangement),
 and (iii) none of the shares of Common Stock identified in clause (d)(i)
 above are pledged as collateral for any loan or indebtedness, including any
 margin loan.

 


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 5.

 	
 Press Release

 
	
  

 	
  

 	
  

 
	
           Promptly
 following the execution of this Agreement, the Company and Dolphin shall
 jointly issue a mutually agreeable press release (the “Mutual Press
 Release”) announcing certain terms of this Agreement, in the form
 attached hereto as Exhibit B. Prior to the issuance of the Mutual
 Press Release, neither the Company nor Dolphin shall issue any press release
 or public announcement regarding this Agreement without the prior written
 consent of the other Party. During the Standstill Period, the Company, Dolphin,
 the Dolphin Director and the Board Observer shall not make any public
 announcement or statement that is inconsistent with or contrary to the
 statements made in the Mutual Press Release, except as required by law or the
 rules of any stock exchange or with the prior written consent of the other
 Party.

 
	
  

 
	
  

 	
 6.

 	
 Specific Performance

 
	
  

 	
  

 	
  

 
	
           Each
 of Dolphin, on the one hand, and the Company, on the other hand, acknowledges
 and agrees that irreparable injury to the other Party hereto would occur in
 the event any of the provisions of this Agreement were not performed in
 accordance with their specific terms or were otherwise breached and that such
 injury may not be adequately compensable by the remedies available at law
 (including the payment of money damages). It is accordingly agreed that
 Dolphin, on the one hand, and the Company, on the other hand (the “Moving
 Party”), shall each be entitled to specific enforcement of, and
 injunctive relief to prevent any violation of, the terms hereof, without the
 requirement to post bond or other security, and the other Party hereto will
 not take action, directly or indirectly, in opposition to the Moving Party
 seeking such relief on the grounds that any other remedy or relief is
 available at law or in equity. This Section 6 is not the exclusive remedy for
 any violation of this Agreement.

 
	
  

 
	
  

 	
 7.

 	
 Expenses

 
	
  

 	
  

 	
  

 
	
           The
 Company shall reimburse Dolphin for its reasonable, documented out-of-pocket
 fees and expenses (including legal expenses) incurred in connection with the
 matters related to this Agreement, provided that such reimbursement shall not
 exceed Twenty Five Thousand Dollars ($25,000) in the aggregate.

 
	
  

 
	
  

 	
 8.

 	
 Severability

 
	
  

 	
  

 	
  

 
	
           If
 any term, provision, covenant or restriction of this Agreement is held by a
 court of competent jurisdiction to be invalid, void or unenforceable, the
 remainder of the terms, provisions, covenants and restrictions of this
 Agreement shall remain in full force and effect and shall in no way be
 affected, impaired or invalidated. It is hereby stipulated and declared to be
 the intention of the Parties that the Parties would have executed the
 remaining terms, provisions, covenants and restrictions without including any
 of such which may be hereafter declared invalid, void or unenforceable. In
 addition, the Parties agree to use their best efforts to agree upon and
 substitute a valid and enforceable term, provision, covenant or restriction
 for any of such that is held invalid, void or enforceable by a court of
 competent jurisdiction.

 


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 9.

 	
 Notices

 
	
  

 	
  

 	
  

 
	
           Any
 notices, consents, determinations, waivers or other communications required
 or permitted to be given under the terms of this Agreement must be in writing
 and will be deemed to have been delivered: (i) upon receipt, when delivered
 personally; (ii) upon receipt, when sent by facsimile (provided confirmation
 of transmission is mechanically or electronically generated and kept on file
 by the sending Party); or (iii) one business day after deposit with a
 nationally recognized overnight delivery service, in each case properly
 addressed to the Party to receive the same. The addresses and facsimile
 numbers for such communications shall be:

 
	
  

 
	
  

 	
  

 	
 If to the Company:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Rimage Corporation

 
	
  

 	
  

 	
 7725 Washington Avenue South

 
	
  

 	
  

 	
 Minneapolis, Minnesota 55439

 
	
  

 	
  

 	
 Attention: Chief Executive Officer

 
	
  

 	
  

 	
 Telephone: (952) 683-7900

 
	
  

 	
  

 	
 Facsimile: (952) 944-7808

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 with a copy (which shall not constitute notice) to:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Lindquist & Vennum LLP

 
	
  

 	
  

 	
 4200 IDS Center

 
	
  

 	
  

 	
 80 South Eighth Street

 
	
  

 	
  

 	
 Minneapolis, Minnesota 55402

 
	
  

 	
  

 	
 Attention: Charles P. Moorse, Esq.

 
	
  

 	
  

 	
 Telephone: (612) 371-3211

 
	
  

 	
  

 	
 Facsimile: (612) 371-3207

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If to Dolphin:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Dolphin Limited Partnership III, L.P.

 
	
  

 	
  

 	
 96 Cummings Point Road

 
	
  

 	
  

 	
 Stamford, Connecticut 06902

 
	
  

 	
  

 	
 Telephone: (203) 358-8000

 
	
  

 	
  

 	
 Facsimile: (203) 348-3715

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 with a copy (which shall not constitute notice) to:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Olshan Frome Wolosky LLP

 
	
  

 	
  

 	
 Park Avenue Tower

 
	
  

 	
  

 	
 65 East 55th Street

 
	
  

 	
  

 	
 New York, New York 10022

 
	
  

 	
  

 	
 Attention: Steve Wolosky, Esq.

 
	
  

 	
  

 	
 Telephone: (212) 451-2333

 
	
  

 	
  

 	
 Facsimile: (212) 451-2222

 


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 10.

 	
 Applicable Law

 
	
  

 	
  

 	
  

 
	
           This
 Agreement shall be governed by and construed and enforced in accordance with
 the laws of the State of Minnesota without reference to the conflict of laws
 principles thereof. Each of the Parties hereto irrevocably agrees that any
 legal action or proceeding with respect to this Agreement and the rights and
 obligations arising hereunder, or for recognition and enforcement of any
 judgment in respect of this Agreement and the rights and obligations arising
 hereunder brought by the other Party hereto or its successors or assigns,
 shall be brought and determined exclusively in the state or federal court of
 Minnesota and any state or federal appellate court therefrom within the State
 of Minnesota or the Eighth Judicial Circuit. Each of the Parties hereto
 hereby irrevocably submits, with regard to any such action or proceeding for
 itself and in respect of its property, generally and unconditionally, to the
 personal jurisdiction of the aforesaid courts and agrees that it will not
 bring any action relating to this Agreement in any court other than the
 aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and
 agrees not to assert in any action or proceeding with respect to this
 Agreement, (i) any claim that it is not personally subject to the
 jurisdiction of the above-named courts for any reason, (ii) any claim that it
 or its property is exempt or immune from jurisdiction of any such court or
 from any legal process commenced in such courts (whether through service of
 notice, attachment prior to judgment, attachment in aid of execution of
 judgment, execution of judgment or otherwise) and (iii) to the fullest extent
 permitted by applicable legal requirements, any claim that (A) the suit,
 action or proceeding in such court is brought in an inconvenient forum, (B)
 the venue of such suit, action or proceeding is improper or (C) this
 Agreement, or the subject matter hereof, may not be enforced in or by such
 courts.

 
	
  

 	
  

 	
  

 
	
  

 	
 11.

 	
 Counterparts

 
	
  

 	
  

 	
  

 
	
           This
 Agreement may be executed in two or more counterparts, each of which shall be
 considered one and the same agreement and shall become effective when
 counterparts have been signed by each of the Parties and delivered to the
 other Party (including by means of electronic delivery or facsimile).

 
	
  

 
	
  

 	
 12.

 	
 Entire Agreement; Amendment and
 Waiver; Successors and Assigns; Third Party Beneficiaries

 
	
  

 	
  

 	
  

 
	
           This
 Agreement contains the entire understanding of the Parties hereto with
 respect to its subject matter. There are no restrictions, agreements,
 promises, representations, warranties, covenants or undertakings between the
 Parties other than those expressly set forth herein. No modifications of this
 Agreement can be made except in writing signed by an authorized
 representative of each the Company and Dolphin, except that the signature of
 an authorized representative of the Company will not be required to permit an
 Affiliate of Dolphin to agree to be listed on Exhibit A and be bound
 by the terms and conditions of this Agreement. No failure on the part of any
 Party to exercise, and no delay in exercising, any right, power or remedy
 hereunder shall operate as a waiver thereof, nor shall any single or partial
 exercise of such right, power or remedy by such Party preclude any other or
 further exercise thereof or the exercise of any other right, power or remedy.
 All remedies hereunder are cumulative and are not exclusive of any other
 remedies provided by law. The terms and conditions of this Agreement shall be
 binding upon, inure to the benefit of, and be enforceable by the Parties
 hereto and their respective successors, heirs, executors, legal
 representatives, and permitted assigns. No Party shall assign this Agreement
 or any rights or obligations hereunder without, with respect to Dolphin, the
 prior written consent of the Company, and with respect to the Company, the
 prior written consent of Dolphin. This Agreement is solely for the benefit of
 the Parties hereto and is not enforceable by any other persons.

 


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 13.

 	
 Mutual Non-Disparagement

 
	
  

 	
  

 	
  

 
	
           Subject
 to applicable law, each of the Parties covenants and agrees that, during the
 Standstill Period, or if earlier, until such time as the other Party or any
 of its agents, subsidiaries, Affiliates, successors, assigns, officers, key
 employees or directors shall have breached this Section, neither it nor any
 of its respective agents, subsidiaries, Affiliates, successors, assigns,
 officers, key employees or directors, shall in any way publicly disparage,
 call into disrepute, or otherwise defame or slander the other Party or such
 other Party’s subsidiaries, Affiliates, successors, assigns, officers
 (including any current officer of a Party or a Party’s subsidiary who no longer
 serves in such capacity following the execution of this Agreement), directors
 (including any current director of a Party or a Party’s subsidiary who no
 longer serves in such capacity following the execution of this Agreement),
 employees, shareholders, agents, attorneys or representatives, or any of
 their products or services, in any manner that may reasonably be expected to
 damage the business or reputation of such other Party or such Party’s
 products or services, or damage the business or reputation of its
 subsidiaries, Affiliates, successors, assigns, officers (or former officers),
 directors (or former directors), employees, shareholders, agents, attorneys
 or representatives. Nothing in this Agreement shall prohibit Dolphin from
 communicating with Dolphin III’s limited partners and agents with respect to
 public information concerning the Company.

 



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10






          IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
duly authorized signatories of the Parties as of the date hereof.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 RIMAGE CORPORATION

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
       /s/
 Sherman L. Black

 	
  

 
	
  

 	
  

 	
            Sherman
 L. Black

 	
  

 
	
  

 	
  

 	
            Chief
 Executive Officer

 	
  

 



DOLPHIN LIMITED PARTNERSHIP III, L.P.


          By:
Dolphin Associates III, LLC, its General Partner


                    By:
Dolphin Holdings Corp. III, its Managing Member


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
 /s/

 	
 Donald T. Netter

 	
  

 
	
  

 	
  

 	
 Donald T. Netter

 	
  

 
	
  

 	
  

 	
 Senior Managing Director

 	
  

 



DOLPHIN ASSOCIATES III, LLC


          By: Dolphin Holdings Corp. III, its Managing Member


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
 /s/

 	
 Donald T. Netter

 	
  

 
	
  

 	
  

 	
 Donald T. Netter

 	
  

 
	
  

 	
  

 	
 Senior Managing Director

 	
  

 
	
  

 	
  

 	
  

 
	
 DOLPHIN HOLDINGS CORP. III

 
	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
 /s/

 	
 Donald T. Netter

 	
  

 
	
  

 	
  

 	
 Donald T. Netter

 	
  

 
	
  

 	
  

 	
 Senior Managing Director

 	
  

 


[Signature Page to
Agreement]


11





EXHIBIT
A


	
  

 
	
 Dolphin Limited
 Partnership III, L.P.

 
	
 Dolphin Associates III,
 LLC

 
	
 Dolphin Holdings Corp.
 III

 
	
 Donald T. Netter

 
	
 Justin A. Orlando

 
	
 Daniel J. Englander

 
	
 Ursula Investors

 



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EXHIBIT B 





Rimage Elects Justin A.
Orlando of Dolphin Limited Partnerships

to its Board of Directors


Minneapolis, MN – March 18, 2013 – Rimage Corporation (NASDAQ: RIMG) today
announced that it has elected Justin A. Orlando to its Board of Directors,
effective immediately. Mr. Orlando is a managing director of Dolphin Limited
Partnership III, L.P. (“Dolphin”), a Stamford, CT based private investment
concern established in 1996, where he has worked since 2002. Mr. Orlando’s
election brings the total number of directors on the Rimage board to eight.


Prior
to joining Dolphin, Mr. Orlando was a member of the healthcare investment
banking group of Merrill Lynch, Pierce, Fenner & Smith Incorporated where
he was involved in advisory work, financings, and control transactions from
1999 to 2002. From 1996 to 1999, Mr. Orlando practiced corporate law with the
law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP, focusing on
mergers and acquisitions and corporate finance transactions.


Sherman
L. Black, president and CEO, said, “We are pleased to welcome Justin Orlando to
the Rimage Board. Justin brings a deep level of investing experience and
provides our board with the perspective of a large shareholder through his
affiliation with Dolphin.”


Mr. Orlando’s election to
the Board of Directors was made pursuant to an agreement between Rimage and
Dolphin. Dolphin holds approximately 6.5% of Rimage’s outstanding shares. The
agreement between Rimage and Dolphin will be included as an exhibit to the
Company’s Current Report on Form 8-K that will be filed with the Securities and
Exchange Commission (“SEC”). Mr. Orlando will also be a nominee for election to
the Board of Directors at the Company’s 2013 Annual Meeting of Shareholders.
Further details regarding the Company’s 2013 Annual Meeting of Shareholders
will be included in the Company’s definitive proxy materials, which will be
filed with the SEC.


A spokesperson for
Dolphin indicated, “Dolphin is pleased to have a meaningful investment in
Rimage and to be given the opportunity to work with the Rimage Board to
generate value for shareholders.”


	
  

 
	
 About
 Rimage Corporation

 
	
 Founded in 1978, Rimage Corporation (NASDAQ: RIMG) helps businesses
 deliver digital content directly and securely to their employees, customers,
 and partners. Rimage’s Qumu business is the global leader in the rapidly
 growing enterprise video communications market and an innovator in the secure
 mobile delivery of rich content. Rimage’s Disc Publishing business is the
 global leader in CD, DVD and Blu-ray-DiscTM archiving and distribution
 solutions. Rimage’s industry-leading solutions help thousands of
 organizations in North America, Europe and Asia use video and other rich
 content to increase engagement and collaboration without losing control.
 Additional information can be found at www.rimage.com.

 


13









	
  

 
	
 About
 Dolphin Limited Partnerships

 
	
 Founded in 1996, Dolphin Limited Partnerships is a Stamford, CT based
 private investment concern. Dolphin and its affiliates have invested in
 numerous concentrated value-based investments with the objective of
 increasing value for all shareholders.

 



Blu-ray DiscTM is a
trademark of the Blu-ray Disc Association.


	
  

 
	
 Investor
 Contacts:

 
	
 James Stewart, CFO

 
	
 Rimage Corporation

 
	
 952/944-8144

 


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