Exhibit 10.1
AMENDMENT #1
TO
PARTNERSHIP INTEREST PURCHASE AGREEMENT
THIS AMENDMENT #1
TO PARTNERSHIP INTEREST PURCHASE AGREEMENT (this
“Amendment”), dated as of May 11, 2005, is entered
into by and among FUNimation Productions Management, LLC, a limited
liability company organized and existing under the laws of Texas
(“FUN Seller”), FUNimation General Partnership, a Texas
general partnership organized and existing under the laws of Texas
(“GP Seller”), FUNimation Management Company, LLC, a
limited liability company organized and existing under the laws of
Texas (“Management Seller”), each individual
(“Individual”) signatory hereto, (each of FUN Seller,
GP Seller, Management Seller, and each Individual a
“Seller” and collectively, the “Sellers”),
FUNimation Productions, Ltd., a limited partnership organized and
existing under the laws of Texas, The FUNimation Store, Ltd., a
limited partnership organized and existing under the laws of Texas
(respectively, “Productions Company” and “Store
Company” each a “Company” and collectively, the
“Companies”), and Daniel Cocanougher as the
representative of all Sellers (the “Seller
Representative”), and Navarre CP, LLC, a limited liability
company organized and existing under the laws of Minnesota
(“Navarre CP”), Navarre CS, LLC, a limited liability
company organized and existing under the laws of Minnesota
(“Navarre CS”), and Navarre CLP, LLC, a limited
liability company organized and existing under the laws of
Minnesota (“Navarre CLP” and collectively with Navarre
CP and Navarre CS, the “Buyers”), and Navarre
Corporation, a corporation organized and existing under the laws of
Minnesota (“Navarre”).
WHEREAS, Buyers
entered into that certain Partnership Interest Purchase Agreement
dated January 10, 2005 (the “Agreement”) in
connection with Buyers’ purchase, and the sale by Sellers, of
all of the outstanding limited partnership interests and general
partnership interests of each Company;
WHEREAS, Buyers
and Sellers have each determined that a modification to the
Agreement is in their best interest and each wishes to modify the
Agreement as is set forth herein; and
