EX-10.27
2
exhibit10_27.htm
SETTLEMENT AGREEMENT
EXHIBIT
10.27
Settlement
Agreement and Mutual General Release
This
Settlement Agreement and Mutual General Release (“Agreement”) is made and
entered into as of the 3rd day of February 2005, by and between Merisel,
Inc.
and Merisel Americas, Inc. (“Merisel”) and Xxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx
Xxxxx, Xxxx Xxx, D&H Services, LLC (“D&H”), and TDH Enterprises, LLC
(“TDH”). Each is referred to herein as a “Party,” and collectively, as “the
Parties.”
Recitals
WHEREAS,
on November 30, 2004, Merisel commenced an action against Xx. Xxxxxx, Xx.
Xxxxx,
Xx. Xxxxx, Xxxx Xxx, D&H and TDH in the Superior Court of Los Angeles
County,
California under Case Number Case No. BC 325224, bearing the caption
Merisel,
Inc., et al. x. Xxxxxx, et. al,
asserting claims arising out of a the sale of certain assets and liabilities
of
Merisel to D&H in August 2004 (the “Original Action”);
WHEREAS,
on January 10, 2005, Xxxxxxx Xxxxxx filed a Cross-Complaint in the Original
Action asserting claims arising from various contracts between Merisel and
Xx.
Xxxxxx, as well as claims for fraud in the inducement, negligent
misrepresentation, common count, work, labor services, violations of labor
code,
conversion, invasion of privacy, defamation, intentional infliction of emotional
distress, and negligent infliction of emotional distress (“Cross-Complaint”)
(collectively with the Original Action, “Actions”);
WHEREAS,
the Parties wish to complete the settlement, compromise, and resolution of
the
claims raised in the Actions, on the terms and subject to the conditions
stated
herein;
The
Parties, in consideration of the covenants contained herein, and in
consideration and exchange of the following consideration, hereby stipulate
and
agree as follows:
Terms
and Conditions
1.0 Nature
of Agreement
Except
as
otherwise expressly provided herein, this Agreement, and the monies, documents,
and/or instruments to be paid, exchanged, and/or filed with the court,
constitute a fully executed settlement, accord and satisfaction, and general
and
special release of any and all claims and disputes by and between the Parties
for claims now existing or hereinafter that may arise in regard to, or which
in
any way relate to or arise out of, the Actions.
2.0 Settlement
Obligations.
2.1 Merisel,
Xx. Xxxxx, and D&H agree to terminate and rescind the Purchase Agreement
between D&H and Merisel Americas, Inc., which closed on August 18, 2004
(“the Purchase Agreement”). Xx. Xxxxxx, Xx. Xxxxx, Mr. Low and TDH each
represent and warranty that they have no direct or indirect interest in D&H
or the Purchase Agreement.
2.2 Xx.
Xxxxx
and D&H agree to execute documents releasing any direct or indirect claims
to title they may have to all assets and liabilities listed on Schedule A
hereto. Xx. Xxxxxx, Xx. Xxxxx, Mr. Low and TDH each represent and warranty
that
they have no direct or indirect interest in the assets and liabilities listed
on
Schedule A hereto.
2.3 D&H
agrees to pay to Merisel one million, five hundred, forty thousand, eight
hundred twenty-nine dollars and forty-nine cents ($1,540,829.49). D&H shall
wire such funds to an escrow account to be established by Shearman &
Sterling LLP (“Shearman”), and Shearman shall release the funds to Merisel seven
(7) days after completion of the obligations of Section 2.
2.4 The
collective obligations of Sections 2.1, 2.2, and 2.3 constitute a full
settlement of all of Merisel’s claims, damages, attorneys’ fees and costs.
2.5 Merisel,
Inc. agrees to pay Xxxxxxx Xxxxxx one million, eleven thousand seven hundred
fifty-six dollars ($1,011,756.00), as may be adjusted pursuant to Section
5 of
this Agreement, which payment, along with the obligations of Sections 2.1,
constitutes a full settlement of all of Xxxxxx’x claims, damages, attorneys’
fees and costs. Merisel shall wire this sum of money into the trust account
of
Xxxxx, Xxxxxxx & Xxxxxxxx (“SCC”), and SCC shall release the funds to Xx.
Xxxxxx seven (7) days after the completion of the obligations of Section
2.
2.6 Merisel
agrees to assume and pay all liabilities and obligations transferred to D&H
pursuant to the Purchase Agreement.
2.7 Merisel
agrees to file a request for dismissal with prejudice of the Original Action
and
all causes of action pleaded therein.
2.8 Xxxxxx
agrees to file a request for dismissal with prejudice of the Cross-Complaint
and
all causes of action pleaded therein.
2.9 The
Parties agree that they will cooperate to execute all papers and documents
as
may be necessary and proper to fulfill the terms and conditions of this
Agreement.
3.0 Release
of Claims.
3.1 The
Parties, and each of them, on their own behalf and on behalf of their current
and former employees, representatives, companies, corporations, business
entities, officers, directors, shareholders, partners, joint venturers,
insurers, trustees, executors, creditors, agents, attorneys, heirs, dependents,
predecessors, successors, assigns, parents, subsidiaries, affiliates, related
companies, and controlling persons, past and present, and each of them, hereby
release and forever discharge the other Parties, and each of their respective
current and former employees, representatives, companies, corporations, business
entities, officers, directors, shareholders, partners, joint venturers,
insurers, trustees, executors, creditors, agents, attorneys, heirs, dependents,
predecessors, successors, assigns, parents, subsidiaries, affiliates, related
companies, and controlling persons, past and present, and each of them, of
and
from all claims, liabilities, demands, damages, actions, and causes of action,
at law or in equity, of every kind and nature, including claims for attorneys’
fees or costs, whether known or unknown, existing, claimed to exist or which
may
hereafter arise.
3.2 Specific
Release of Employment Related Claims:
In
addition to the release of Section 3.1, Xx. Xxxxxx, his respective current
and
former employees, representatives, companies, corporations, business entities,
officers, directors, shareholders, partners, joint venturers, insurers,
trustees, executors, creditors, agents, attorneys, heirs, dependents,
predecessors, successors, assigns, parents, subsidiaries, affiliates, related
companies, and controlling persons, past and present, and each of them,
specifically forever release and discharge:
3.2.1 all
claims relating to or arising from Xx. Xxxxxx’x employment relationship with the
Company and the termination of that relationship.
3.2.2 any
and
all claims for wrongful discharge of employment; breach of contract, both
express and implied; breach of a covenant of good faith and fair dealing,
both
express and implied; negligent or intentional infliction of emotional distress;
negligent or intentional misrepresentation; negligent or intentional
interference with contract or prospective economic advantage; and
defamation.
3.2.3 any
and
all claims arising under the Employee Retirement Income Security Act of 1974,
the Civil Rights Acts of 1866 and 1867, Title VII of the Civil Rights Act
of
1964, as amended, the Civil Rights and Women’s Equity Act of 1991, Sections 1981
through 1988 of Title 42 of the United States Code, as amended, the Occupational
Safety and Health Act of 1970, the Consolidated Omnibus Budget Reconciliation
Act of 1985, the Family and Medical Leave Act of 1993, the Worker Adjustment
and
Retraining Notification Act of 1988, the Vocational Rehabilitation Act of
1973,
the Equal Pay Act of 1963, the Americans with Disabilities Act, the Fair
Labor
Standards Act and the National Labor Relations Act, as amended, the
California
Fair Employment and Housing Act, the
California Workers’ Compensation Act, the
California Xxxxx and Xxxxx Civil Rights Act, the
California Alcohol and Drug
Rehabilitation Law, the
California Equal Pay Law, any other federal or state
anti-discrimination law or any local or municipal ordinance relating to
discrimination in employment or human rights and under the common
law.
3.2.4 any
and
all claims for salary, bonus, severance pay, pension, vacation pay, life
insurance, health or medical insurance, or any other fringe benefits, other
than
the payments and benefits provided for in or in accordance with the Agreement.
3.2.5 any
and
all claims arising out of any other laws and regulations relating to employment
or employment discrimination.
3.2.6 any
and
all claims for attorneys’ fees and costs.
3.3 ADEA
Release.
In
addition to the releases of Sections 3.2 and 3.3, Xx. Xxxxxx, in consideration
of the promises of the Merisel set forth in this Agreement, also hereby releases
and discharges Merisel from any and all claims that Xx. Xxxxxx may have against
Merisel arising under the U.S. Age Discrimination in Employment Act of 1967,
as
amended, and the applicable rules and regulations promulgated thereunder
(“ADEA”). Xx. Xxxxxx acknowledges that he understands that the ADEA is a federal
statute that prohibits discrimination on the basis of age in employment,
benefits and benefit plans. Xx. Xxxxxx also understands that, by signing
this
Agreement, he is waiving all claims against Merisel, as well as any of its
each
of its current and former employees, representatives, companies, corporations,
business entities, officers, directors, shareholders, partners, joint venturers,
insurers, trustees, executors, creditors, agents, attorneys, heirs, dependents,
predecessors, successors, assigns, parents, subsidiaries, affiliates, related
companies, and controlling persons, past and present, and each of
them
By
signing this Agreement, Xx. Xxxxxx hereby acknowledges and confirms the
following:
3.3.1 He
is
providing the release and discharge set forth in this Agreement in exchange
for
consideration in addition to anything of value to which Xx. Xxxxxx is already
entitled.
3.3.2 Xx.
Xxxxxx was advised by the Company in writing to consult with an attorney
of his
choice prior to signing this Agreement and to have such attorney explain
to him
the terms of this Agreement including, without limitation, the terms relating
to
his release of claims arising under the ADEA.
3.3.3 Xx.
Xxxxxx has read this Agreement carefully and completely and understands each
of
the terms thereof.
3.3.4 Xx.
Xxxxxx is aware that he has twenty-one (21) days in which to consider the
terms
of the release contained in this Agreement. To the extent he has executed
this
Agreement within less than twenty-one (21) days after its delivery to him,
Xx.
Xxxxxx hereby acknowledges that his decision to execute this Agreement prior
to
the expiration of such twenty-one (21)-day period was entirely voluntary.
For a
period of seven (7) days following the date of Xx. Xxxxxx’x execution and
delivery of this Agreement, Xx. Xxxxxx has the right to revoke the release
contained in this Section (the “Revocation Period”). In the event that Xx.
Xxxxxx exercises his right to revoke the release contained in this Section,
this
Agreement will terminate as to all Parties and be of no further effect, with
no
liability to any of the Parties. The Revocation Period shall expire at 5:00
p.m.
California time on the last day of the Revocation Period; provided,
however,
that if
such seventh day is not a business day, the Revocation Period shall extend
to
5:00 p.m. on the next succeeding business day. No such revocation by Xx.
Xxxxxx
shall be effective unless it is in writing and signed by Xx. Xxxxxx and received
by Merisel prior to the expiration of the Revocation Period.
3.3.5 As
set
forth in section 7(f)(1)(C) of the ADEA, as added by the Older Workers Benefit
Protection Act of 1990, Employee understands that Employee is not waiving
any
rights or claims provided under ADEA that may arise after this Agreement
is
executed by Employee.
3.4 In
addition to the release of Section 3.1, Merisel, its respective current and
former employees, representatives, companies, corporations, business entities,
officers, directors, shareholders, partners, joint venturers, insurers,
trustees, executors, creditors, agents, attorneys, heirs, dependents,
predecessors, successors, assigns, parents, subsidiaries, affiliates, related
companies, and controlling persons, past and present, and each of them,
specifically forever release and discharge:
3.4.1 all
claims relating to or arising from Xx. Xxxxxx’x employment relationship with the
Company and the termination of that relationship.
3.4.2 any
and
all claims for breach of contract, both express and implied; breach of a
covenant of good faith and fair dealing, both express and implied; negligent
or
intentional misrepresentation; negligent or intentional interference with
contract or prospective economic advantage; fraud and defamation
3.4.3 any
and
all claims payments of any kind, other than the payments and benefits provided
for in or in accordance with the Agreement.
3.4.4 any
and
all claims arising out of any other laws and regulations relating to employment.
3.4.5 any
and
all claims for attorneys’ fees and costs.
3.5 The
Parties specifically understand, acknowledge, and agree that this is a full
and
final release of all claims described herein, whether known or unknown, and
whether or not included in the pleadings of the Actions. The Parties therefore
hereby expressly and voluntarily waive all rights or benefits which each
respective Party might otherwise have under
California Civil Code Section
1542,
which provides:
A
general
release does not extend to claims which the creditor does not know or suspect
to
exist in his favor at the time of executing the release, which if known by
him
must have materially affected the settlement with the debtor.
The
Parties further expressly and voluntarily waive any substantially similar
or
equivalent statutory, common law, or equitable rights or benefits arising
under
the laws of any other jurisdiction. The Parties acknowledge that claims or
facts
in addition to or different from those which are now known or believed to
exist
may later be discovered with respect to any claim, liability, demand, damage,
action or cause of action that they, or any of them, may possess against
each
other, or their respective current and former employees, representatives,
companies, corporations, business entities, officers, directors, shareholders,
partners, joint venturers, insurers, trustees, executors, creditors, agents,
attorneys, heirs, predecessors, successors, assigns, parents, subsidiaries,
affiliates, related companies, and controlling persons, past and present,
and
each of them, but each Party nevertheless intends this release to be effective
as a full, general release.
3.6 This
Agreement is in full settlement, accord, satisfaction, and discharge of all
of
the claims described herein. This Agreement has been executed with the express
intention of effectuating the full and final extinguishment of all such
claims.
4.0 Responsibility
for Fees and Costs
Each
of
the Parties shall bear and be responsible for his or its own attorneys’ fees and
costs associated with the matters and disputes that are the subject matter
of
this Agreement.
5.0 Tax
Responsibilities
5.1 The
payment of one million, eleven thousand, seven hundred and fifty-six dollars
($1,011,756.00) by Merisel, Inc. to Xx. Xxxxxx in Section 2.5 consists of
the
following:
5.1.1 Seven
hundred fifty-eight thousand, four hundred and twenty dollars ($758,420.00)
that
currently is being held in an account for Xx. Xxxxxx pursuant to the Deferred
Compensation Agreement. Xxxxxxx
Xxxxxx and Merisel acknowledge that $700,000 of this amount had FICA and
Medicare taxes withheld when it was placed in the Deferred Compensation Account.
Merisel shall withhold
from the remaining amount any applicable federal, state and local income
taxes,
and any FICA, Medicare and other payroll deduction
that it
is required to pay by law in accordance with the Internal Revenue Service
Form
W-4 with respect to Xx. Xxxxxx on the date of payment contemplated by this
Section.
5.1.2 Two
hundred thousand dollars ($200,000.00) in severance
pay to Xx.
Xxxxxx.
Merisel
shall
withhold
from this amount any applicable federal, state and local income taxes, and
any
FICA, Medicare and other payroll deduction that it is required to pay by
law in
accordance with the Internal Revenue Service Form W-4 with respect to Xx.
Xxxxxx
on the date of payment contemplated by this Section.
5.1.3 Fifteen
thousand, six hundred forty-four dollars ($15,644.00) in COBRA reimbursement.
Merisel
shall withhold from this amount any applicable federal, state and local income
taxes, and any FICA, Medicare and other payroll deduction that is required
by
law in accordance with the Internal Revenue Service Form W-4 with respect
to Xx.
Xxxxxx on the date of payment contemplated by this Section.
5.1.4 Thirty-seven
thousand, six hundred ninety-two dollars ($37,692.00) in previously disputed
vacation pay. Merisel
shall withhold from this amount any applicable federal, state and local income
taxes, and any FICA, Medicare and other payroll deduction that it is required
to
pay by law in accordance with the Internal Revenue Service Form W-4 with
respect
to Xx. Xxxxxx on the date of payment contemplated by this Section.
6.0 Denial
of Liability
6.1 Each
Party denies any liability to any other Party, or any other individual or
entity, concerning the claims described in the Actions and in the releases
of
Section 3, above. Each Party acknowledges that each other Party continues
to
deny liability, disclaim responsibility, and dispute the factual allegations
claimed by any other Party.
7.0 Warranties
7.1 Each
of
the Parties respectively represents and warrants that no other person or
entity
has claimed or now claims any interest in the subject of this Agreement,
and
that no right, claim, liability, demand, damage, action or cause of action,
or
any part thereof, of any kind or nature covered by this Agreement, has been
sold, assigned, granted or otherwise transferred to any other person or
entity.
7.2 Xx.
Xxxxxx, Xx. Xxxxx, Xx. Xxxxx, Mr. Low, D&H, TDH and each of them, represent
that, except as represented on Schedule B to this Agreement, they have not
collected, received, or otherwise acquired any payments on accounts receivable,
payments on notes or loans, interest payments, tax refunds, or any other
monetary gain from their interest in the assets and liabilities listed on
Schedule A to this Agreement. Should any of these persons and entities become
aware of any such payment, refund or other monetary gain, they will reimburse
Merisel for that amount within ten (10) days of discovery thereof.
7.3 Merisel
represents and warranties that the check it issued to Xx. Xxxxxx on November
22,
2004 for $18,953.63 has cleared Merisel’s bank account as of the date of this
Agreement.
7.4 Each
person executing this Agreement on behalf of the Party for whom he purports
to
act, represents and warrants that he is duly authorized to execute this
Agreement on behalf of such Party.
7.5 Each
of
the Parties represents and warrants that each has read and understands this
Agreement, and that no promise, inducement, representation or agreement not
expressly set forth herein has been made to them in connection with this
Agreement. The Parties agree that, prior to the execution of this Agreement,
they have apprised themselves of sufficient relevant data, through resources
of
their own selection, and have consulted with their respective counsel, in
order
that they might intelligently exercise their judgment in deciding whether
to
execute this Agreement. The Parties agree that this Agreement is executed
voluntarily and without duress or undue influence of any nature
whatsoever.
8.0 Cooperation
By Parties
The
Parties hereby acknowledge that Merisel’s auditors and other outside
professionals may need to inquire into various matters arising during the
period
that Xx. Xxxxxx was CEO and President of Merisel. All Parties hereby covenant
and agree to provide reasonable cooperation to such professionals as requested.
9.0 Enforcement
of Agreement
It
is
specifically understood and agreed that this Agreement may be pleaded as
a full
and complete defense to and may be used as the basis for an injunction against
any action, arbitration, suit or other proceeding that may be instituted,
prosecuted or attempted in breach of this Agreement. In the event that
litigation is necessary to enforce a provision or provisions of this Agreement,
all costs and attorneys’ fees shall be paid by the non-prevailing Party or
Parties to the prevailing Party or Parties.
10.0 Confidentiality
10.1 The
Parties agree to
treat
this Agreement, and the terms hereof, and all
“Confidential
Information”
(as
defined below)
as
confidential matters not to be disclosed to third parties.“Confidential
Information”
means
all data, information and materials related to the any Party or any subsidiary,
affiliate, related entity, division or any of their respective partners,
members, employees, consultants, portfolio companies, or business associates
thereof which are not generally known or available to the public or so known
only through improper means whether oral, graphic, written, electronic or
in
machine readable form, including (i) any proprietary information relating
to the
business or personal information of the Parties and (ii) any information
contained in this Agreement or related to the litigation, disputes, and
circumstances that led to this Agreement.
10.2 Protection
of Confidential Information.
The
Parties and their related representatives, officers, directors, affiliates,
agents, attorneys, assigns, parents, subsidiaries, related companies and
related
persons will not, directly or indirectly, use, make available, sell, disclose
or
otherwise communicate to any third party any Confidential Information. The
Parties are aware that the unauthorized disclosure of Confidential Information
may be highly prejudicial to other Parties’ interests, an invasion of privacy,
and an improper disclosure of trade secrets. Without limiting the foregoing,
the
Parties shall not make copies of, or otherwise reproduce, Confidential
Information unless there is a legitimate need of the Party for reproduction.
The
Parties will take all appropriate steps to safeguard and protect the
Confidential Information.
10.3 Delivery
of Confidential Information.
Each
party acknowledges that all Confidential Information is and shall remain
the
sole, exclusive and valuable property of the Party to which it belongs and
that
any other Party shall not have and shall not acquire any right, title or
interest therein. Any and all printed, typed, written or other material which
any Party has or may obtain with respect to Confidential Information (including
without limitation all copyrights therein) shall be and shall remain the
exclusive property of the originating Party. Each
Party understands, however, that any Party may have a legal obligation not
to
destroy documents it currently has in its possession, and may be required
by law
to produce those documents or reveal the contents of those documents, regardless
of any Party’s view as to whether those documents are the property of another
Party.
10.4 Public
Disclosure.
The
Parties acknowledge that Merisel, Inc. is a publicly traded company and subject
to certain disclosure requirements. Despite anything in this Agreement to
the
contrary, the Parties may disclose any Confidential Information to the extent
it
is required by law.
11.0 Press
Release and 8K
Upon
execution of this Agreement, Merisel, Inc. will issue a press release announcing
the fact of this settlement, and file a corresponding 8K. The content of
the
press release, as agreed to by the Parties, is set forth in Schedule C hereto.
12.0 Non
Disparagement - No Negative Statements
Except
as
may otherwise be required by law or by any legal action, the Parties agree
not
to divulge to anyone any untrue or defamatory information, whether or not
proprietary or Confidential, concerning any of the Parties or its respective
businesses. The Parties and their respective officers, directors, employees,
representatives, and agents agree not to divulge to anyone any untrue or
defamatory information, whether or not proprietary or Confidential, concerning
the other Parties including but not limited to internal notes, memoranda,
minutes, findings, conclusions concerning Xxxxxx, and or the pending litigation.
The Parties acknowledge that the content of Schedules C and D, and each of
them,
is not untrue or defamatory.
13.0 Public
Disclosure
Should
any person or entity seek information from Merisel in connection with any
potential future employment of Xx. Xxxxxx, Merisel shall provide only the
information set forth in Schedule D hereto.
14.0 Good
Faith
This
Agreement represents a good faith compromise of disputed claims and is not
and
shall not be considered, regarded or described as an admission of liability
or
responsibility by any of the Parties.
15.0 Entire
Agreement; Modification and Amendment
This
Agreement constitutes the entire agreement between the Parties, and supersedes
any and all prior oral and written agreements and understandings. The Agreement
may not be altered, amended, or modified or otherwise changed in any respect
whatsoever except by a writing duly executed by the Parties or their authorized
representatives.
16.0 Titles,
Captions, and Provisions.
16.1 All
of
the provisions of this Agreement are contractual and not mere recitals, and
shall be considered severable, such that if any provision or part hereof
shall
at any time be held under any law or ruling to be invalid, such provision
or
part shall remain in force to the extent allowed by law, and all other
provisions shall remain in full force and effect and enforceable.
16.2 The
Recitals set forth above shall be merged in and is part of this Agreement,
and
the titles or captions contained in this Agreement are inserted only as a
matter
of convenience and for reference and in no way define, limit, extend or describe
the scope of this Agreement or the intent of any provision herein.
17.0 Construction
and Jurisdiction
This
Agreement shall be construed and enforced according and pursuant to the laws
of
the State of
California. The Parties agree to the exclusive jurisdiction
of the
Los Angeles County Superior Court to enforce the provisions of this Agreement.
18.0 Drafting
and Interpretation
The
Parties agree that the terms and conditions expressed herein have been
negotiated and that no ambiguity shall be construed against any
Party.
19.0 Execution
and Counterparts
This
Agreement may be executed in one or more counterparts and by facsimile
signatures, which, taken together, shall constitute a single document
representing the whole of the agreement between the Parties.
IN
WITNESS WHEREOF,
the
undersigned have executed this Agreement on the respective dates set forth
below:
| | | |
| | |
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|
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| Date:
February 3, 2005 | By: | /s/ Xxxxxx
X.
Xxxx |
| |
Merisel, Inc.
by: Xxxxxx X. Xxxx
|
| | Title:
President and CEO of Merisel, Inc. |
| | | |
| | |
|
|
|
|
| Date: February
3, 2005 | By: | /s/ Xxxxxx
X.
Xxxx |
| |
Merisel Americas, Inc.
by: Xxxxxx X. Xxxx
|
| | Title:
President and CEO of Merisel Americas,
Inc. |
| | | |
| | |
|
|
|
|
| Date: February
3, 2005 | By: | /s/ Xxxxxxx
Xxxxxx |
| |
Xxxxxxx Xxxxxx |
| | | |
| | |
|
|
|
|
| Date: March
7, 2005 | By: | /s/ Xxxx
Xxxxx |
| |
Xxxx Xxxxx |
| | | |
| | |
|
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|
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| Date: March
7, 2005 | By: | /s/ Xxxxx
Xxxxx |
| |
Xxxxx Xxxxx |
| | | |
| | |
|
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|
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| Date: March
7, 2005 | By: | /s/ Xxxx
Xxx |
| |
Xxxx Xxx |
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| | |
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|
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| Date: March
7, 2005 | By: | /s/ Xxxx
Xxxxx |
| |
D&H Services, LLC
by: Xxxx Xxxxx
|
| | | |
| | |
|
|
|
|
| Date: February
3, 2005 | By: | /s/ Xxxxxxx
Xxxxxx |
| |
TDH Enterprises LLC
by: Xxxxxxx Xxxxxx
|
APPROVED AS TO FORM BY:
| | | |
| | SHEARMAN
& STERLING LLP |
|
|
|
|
| Date: February
3, 2005 | By: | /s/ Xxxx
X. Xxxxxxx |
| |
Xxxx X. Xxxxxxx |
| | Attorneys
for Merisel, Inc. and Merisel Americas,
Inc. |
| | | |
| | XXXXX,
XXXXXXX
& XXXXXXXX |
|
|
|
|
| Date: February
3, 2007 | By: | /s/ Xxxxxx
Xxxxx |
| |
Xxxxxx Xxxxx |
| | Attorneys
for
Xxxxxxx Xxxxxx and TDH Enterprises,
LLC. |
