FORM OF] ESCROW AGREEMENTEscrow Agreement • January 11th, 2005 • Navarre Corp /Mn/ • Wholesale-computers & peripheral equipment & software • Minnesota
THIS ESCROW AGREEMENT, dated ___, 2005, (“Escrow Agreement”) is entered into by and among Navarre CP, LLC, a Minnesota limited liability company (“Navarre CP”), Navarre CS, LLC, a Minnesota limited liability company (“Navarre CS”), and Navarre CLP, LLC, a Minnesota limited liability company (“Navarre CLP” and together with Navarre CP and Navarre CS, the “Buyers”), Daniel Cocanougher serving in his capacity as representative (the “Seller Representative”) of the general and limited partners of FUNimation Productions, Ltd., a Texas limited partnership (“Productions Company”), and The FUNimation Store, Ltd., a Texas limited partnership (“Store Company” and together with Productions Company, the “Companies”), and Wells Fargo Bank, National Association (“Escrow Agent”). Capitalized terms used in this Escrow Agreement and not otherwise defined shall have the meanings provided for such term in the Purchase Agreement (as hereinafter defined).
FORM OF] RELEASE AGREEMENTRelease Agreement • January 11th, 2005 • Navarre Corp /Mn/ • Wholesale-computers & peripheral equipment & software
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, (“Releaser”), for himself, his successors and assigns, hereby releases, acquits and forever discharges FUNimation Productions, Ltd. (“Productions Company”), a Texas limited partnership, and The FUNimation Store, Ltd., a Texas limited partnership (together with Productions Company, the “Companies”), and each of the Companies’ respective officers, directors, limited partners, general partners, agents, successors and assigns (collectively, the “Released Parties”), of and from any and all claims, demands obligations, interests, suits, actions or causes of action, at law or in equity, whether arising by contract, statute, common law or otherwise, both direct and indirect, of whatsoever kind or nature (collectively, “Claims”), which relate to Releaser’s past or present, direct or indirect, ownership of any partnership interests in the Companies, Releaser’s employment with the Companies, Release
FORM OF] Non-Competition AgreementNon-Competition Agreement • January 11th, 2005 • Navarre Corp /Mn/ • Wholesale-computers & peripheral equipment & software • Minnesota
THIS NON-COMPETITION AGREEMENT made as of this ___day of ___, 2005 (the “Effective Date”), by and among Navarre CP, LLC, a Minnesota limited liability company (“Navarre CP”), Navarre CS, LLC, a Minnesota limited liability company (“Navarre CS”), Navarre CLP, LLC, a Minnesota limited liability company (“Navarre CLP”), and ___(“Seller”). Navarre CP, Navarre CS and Navarre CLP shall be collectively referred to herein as the “Buyers”. Capitalized terms used in this Agreement and not otherwise defined shall have the meaning provided for such term in the Purchase Agreement (as hereinafter defined).
POST ACQUISITION EMPLOYMENT AGREEMENTEmployment Agreement • January 11th, 2005 • Navarre Corp /Mn/ • Wholesale-computers & peripheral equipment & software • Minnesota
This Post Acquisition Employment Agreement (“Agreement”), dated ___, 2004, is entered into by and among Gen Fukunaga, a Texas resident (“Executive”), FUNimation Productions, Ltd., a Texas limited partnership (“Company”), and Navarre Corporation, a Minnesota corporation (“Parent”).
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...Partnership Interest Purchase Agreement • January 11th, 2005 • Navarre Corp /Mn/ • Wholesale-computers & peripheral equipment & software • Minnesota
PARTNERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of January 10, 2005, 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
FORM OF] ASSIGNMENT AND ASSUMPTION OF GENERAL PARTNERSHIP INTERESTNavarre Corp /Mn/ • January 11th, 2005 • Wholesale-computers & peripheral equipment & software
For value received, ___, LLC, a Texas limited liability company (the “Assignor”), hereby sells, assigns and transfers unto Navarre ___, LLC, a Minnesota limited liability company (the “Assignee”), 100% of the general partnership interests in and to [FUNimation Productions, Ltd.][The FUNimation Store, Ltd.], a Texas limited partnership (the “Company”), standing in the name of the Assignor on the books of the Company (the “Partnership Interest”). The Assignor does hereby irrevocably constitute and appoint the Company as its attorney to transfer the Partnership Interest on the books of the Company with full power of substitution in the premises.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 11th, 2005 • Navarre Corp /Mn/ • Wholesale-computers & peripheral equipment & software • Minnesota
This Registration Rights Agreement (this “Agreement”) is made as of _________ __, 2005, by and among Navarre Corporation, a Minnesota corporation (the “Company”), FUNimation Productions Management, LLC, a limited liability company organized and existing under the laws of Texas, FUNimation General Partnership, a Texas general partnership organized and existing under the laws of Texas, FUNimation Management Company, LLC, a limited liability company organized and existing under the laws of Texas, and the individual signatories hereto. Each of the companies and individuals that are a party to this agreement, other than the Company, will be referred to collectively herein as the “Sellers.”
