EXHIBIT 10.4 STOCK BUY AND SELL AGREEMENT
STOCK BUY AND SELL AGREEMENT
Larry A. Koch
MASLON EDELMAN BORMAN & BRAND, LLP
3300 Wells Fargo
Center 90 South Seventh
Copyright, 1999, 2000, 2001, 2002 Maslon Edelman Borman & Brand, LLP
(i) STOCK BUY AND SELL AGREEMENT
THIS AGREEMENT is entered into effective as of the ____ day of August, 2002 (the "Effective Date"), by and
among Encore Acquisition Corporation, a Minnesota corporation (the "Company"), and Michael Bell ("Bell").
The Company issues to Bell and Bell owns 20,000 shares of the Common Stock of the Company representing
20% of the outstanding common stock of the Company as of the date hereof. The Stock was issued on condition
that Bell execute this Buy & Sell Agreement.
The parties hereto believe it to be in their best interests to restrict the transfer of such stock and any other stock
of the Company Bell may acquire in the future and to provide for the orderly future disposition of such shares if
certain contingencies occur.
NOW, THEREFORE, in consideration of the facts stated above, which are a part of this Agreement, the parties
agree as follows:
RESTRICTIONS ON TRANSFER AND GENERAL DEFINITIONS
Restrictions on Transfer.
No Transfer (defined below) or attempted Transfer of Shares (defined below) during lifetime or at death, whether
voluntary or involuntary, or with or without consideration, will be effective and binding upon Bell or the Company
unless the parties first comply with all of the applicable provisions of this Agreement relative to any such transfer.
During the first ten (10) years of this Agreement, Bell shall not Transfer nor attempt to Transfer all or any of the
Shares to any person or entity other than the Company or Navarre Corporation (Navarre) without the prior
written consent of the Company and Navarre.
Compliance with Securities Laws. No Transfer of any Shares shall b