PARTNERSHIP INTEREST PURCHASE AGREEMENT

General Partnership Agreement

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This General Partnership Agreement involves

NAVARRE CORP /MN/ | FUNimation Productions Management, LLC, | FUNimation Management Company, LLC,

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Title: PARTNERSHIP INTEREST PURCHASE AGREEMENT
Governing Law: Minnesota Date: 1/11/2005
Industry: SOFTWR Law Firm: Moses & Singer LLP Sector: TECHNO

Search General Partnership Agreement by:

exv10w1

Exhibit 10.1

PARTNERSHIP INTEREST PURCHASE AGREEMENT

dated as of January 10, 2005

among

FUNimation Productions Management, LLC,

FUNimation General Partnership,

FUNimation Management Company, LLC,

FUNimation Productions, Ltd.,

The FUNimation Store, Ltd.,

The individuals signatory hereto, and

Daniel Cocanougher as the Seller Representative

and

Navarre CP, LLC,

Navarre CS, LLC,

Navarre CLP, LLC, and

Navarre Corporation

TABLE OF CONTENTS


		Page
Article 1	PURCHASE AND SALE OF PARTNERSHIP INTERESTS		2

1.1	Purchase and Sale		2
1.2	Closing		3
1.3	Deliveries at the Closing		3
1.4	Post-Closing Adjustments		4
1.5	Performance Payments		6

Article 2	REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS		10

2.1	Organization and Good Standing of Certain Sellers		10
2.2	Authority		10
2.3	Ownership of Partnership Interests		10
2.4	No Conflict		11
2.5	Consents and Approvals		11
2.6	Brokers		11
2.7	Experience; Acquisition of Closing Shares for Investment		11
2.8	Litigation		12
2.9	Disclosure		12

Article 3	REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANIES		12

3.1	Organization and Good Standing of the Companies; Authority of the Companies		12
3.2	Subsidiaries		13
3.3	Capitalization of the Companies		13
3.4	No Conflict; Consents and Approvals		13
3.5	Financial Statements; Undisclosed Liabilities; Information Provided		14
3.6	Business Since September 30, 2004		15
3.7	Compliance with Law		16
3.8	Litigation		16
3.9	Contracts and Agreements; Defaults		16
3.10	Employee Benefit Plans		18
3.11	Employment-Related Matters		20
3.12	Taxes		21
3.13	Permits		23
3.14	Real Property		23
3.15	Title; Condition of Assets		24
3.16	Intellectual Property		24
3.17	Insurance		26
3.18	Environmental Laws		26
3.19	Brokers		27
3.20	Bank Accounts		27
3.21	Affiliate Transactions		27
3.22	Outstanding Borrowings		27
3.23	Operation of the Business		27

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TABLE OF CONTENTS
(continued)


		Page
3.24	Absence of Certain Business Practices		27
3.25	Books and Records		28
3.26	Disclosure		28

Article 4	REPRESENTATIONS AND WARRANTIES OF BUYERS AND NAVARRE		28

4.1	Organization		28
4.2	Authority		28
4.3	No Conflict		29
4.4	Governmental Consents and Approvals		29
4.5	Experience; Acquisition of Partnership Interests for Investment		29
4.6	Brokers		29
4.7	Closing Shares		30
4.8	Buyers SEC Documents		30
4.9	Disclosure		30

Article 5	COVENANTS		31

5.1	Notice of Changes		31
5.2	Access; Confidentiality		31
5.3	Notice of Proceedings		31
5.4	Consummation of Agreement		32
5.5	Filings and Authorizations		32
5.6	Announcements		33
5.7	Conduct of Business of the Companies Prior to the Closing		33
5.8	Satisfaction of Conditions Precedent		34
5.9	Consents		35
5.10	No Other Negotiations		35
5.11	Insurance		35
5.12	Confidential Information		35
5.13	Accounts Receivable		36
5.14	Related Party Debt; Affiliate Transactions		37
5.15	Financial Statements		37
5.16	Restriction on Transfer of Shares		37
5.17	Cooperation in Financing		38

Article 6	CONDITIONS TO THE OBLIGATIONS OF SELLERS		38

6.1	Sellers’ Closing Conditions		38

Article 7	CONDITIONS TO THE OBLIGATIONS OF BUYERS AND NAVARRE		40

7.1