AGREEMENT AND PLAN OF MERGER BY AND AMONG PC MALL, INC., MALL ACQUISITION 2, INC., SARCOM, INC. AND CERTAIN STOCKHOLDERS OF SARCOM, INC. August 17, 2007Merger Agreement • September 18th, 2007 • Pc Mall Inc • Retail-catalog & mail-order houses • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 17, 2007, by and among PC Mall, Inc., a Delaware corporation (the “Buyer”), Mall Acquisition 2, Inc., a Delaware corporation and wholly-owned subsidiary of the Buyer (the “Merger Sub”), Sarcom, Inc., a Delaware corporation (the “Company”), and each of the other persons listed on Schedule I to this Agreement under the heading “Majority Stockholders” (each a “Majority Stockholder” and collectively the “Majority Stockholders”). The Buyer, the Merger Sub, the Company and the Majority Stockholders are sometimes referred to collectively herein as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 18th, 2007 • Pc Mall Inc • Retail-catalog & mail-order houses • Delaware
This Registration Rights Agreement, dated as of September 17, 2007 (this “Agreement”), is entered into by and among the investors signatory hereto (each a “Holder” and together the “Holders”), and PC Mall, Inc., a Delaware corporation (the “Parent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND OTHER FINANCING AGREEMENTSLoan and Security Agreement • September 18th, 2007 • Pc Mall Inc • Retail-catalog & mail-order houses • California
THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND OTHER FINANCING AGREEMENTS (this “Amendment”), dated as of September 17, 2007, is entered into among PC MALL, INC., a Delaware corporation formerly known as IdeaMall, Inc. (“PC Mall”), PC MALL SALES, INC., a California corporation formerly known as Creative Computers, Inc. (“PC Mall Sales”), ELINUX.COM, INC., a Delaware corporation (“eLinux”), WAREFORCE CORP., a Delaware corporation formerly known as WF Acquisition Sub, Inc. (“Wareforce”), COMPUTABILITY LIMITED, a Delaware corporation (“Computability”), AF SERVICES, LLC, a Delaware limited liability company, as successor by merger to AF Services, Inc. (“AF Services”), PC MALL GOV, INC., a Delaware corporation (“PCMG”), SIFY, INC., a Delaware corporation formerly known as ClubMac, Inc. (“SIFY”), ONSALE, INC., a Delaware corporation (“Onsale”), AV ACQUISITION, INC., a Delaware corporation (“AV Acquisition”), GMR SYSTEMS, INC., a Delaware corporation formerly kno
