Exhibit 10.15
UNIT PURCHASE AGREEMENT
and OPERATING AGREEMENT
OF VELVEL RECORDS LLC
August 28, 1996
Navarre Corporation
7400 49th Avenue North
New Hope, MN 55428
Attention: Mr. Eric Paulson
Chief Executive Officer
Gentlepersons:
This confirms our understanding and agreement with you, as follows:
1. You desire to be a Member of Velvel Records LLC, the limited liability company which will be formed
pursuant to the Delaware Limited Liability Company Act (the "Company") and will own the Velvel Assets, which
are:
(a) All interests of Velvel Musical Industries, Inc. ("Velvel") in record and music publishing companies,
phonorecords, master recordings, musical compositions, recording artists' contracts, songwriters' contracts, and
employment contracts, but excluding the Miles Davis project and other movie projects (but the Company shall
have the soundtrack albums therefrom, if any); and
(b) All interests of Walter Yetnikoff in record and music publishing companies, if any, and phonorecords, master
recordings, musical compositions, recording artists' contracts, and songwriters' contracts, excluding his interests in
publicly traded companies.
The Company shall assume Velvel's and Walter Yetnikoff's respective obligations relating to the Velvel Assets,
and shall indemnify and hold Velvel and Walter Yetnikoff harmless of and from all claims and demands respecting
the Velvel Assets.
The Company shall exist for seventy-two (72) years from the date of filing its Certificate of Formation.
2. You will be the U.S.A. distributor through normal retail distribution channels of the Company's wholly owned
record labels for a five (5) year term commencing September 3, 1996, as set forth in your National Distribution
and Warehousing Agreement (the "Distribution Agreement") attached hereto as Schedule "A", provided that you
meet your obligations under this agreement to pay for the units of membership in the Company and your
obligations under the Distribution Agreement. As used herein, the "te