FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into on , 2004, by and between eCost.com, Inc., a Delaware corporation (“eCost”), and PC Mall, Inc., a Delaware corporation (“PC Mall”).
FORM OF AMENDED AND RESTATED SUBLEASE AGREEMENTSublease Agreement • July 2nd, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses
THIS AMENDED AND RESTATED SUBLEASE AGREEMENT (this “Sublease”), dated as of , 2004 (“Effective Date”), is made by and between PC MALL, INC., a Delaware corporation (“Sublessor”) and ECOST.COM, INC., a Delaware corporation (“Sublessee”). This Sublease amends and restates in its entirety the terms and provisions of that certain Sublease Agreement dated February, 1999 between Sublessor and Sublessee.
FORM OF PRODUCT SALES, INVENTORY MANAGEMENT AND ORDER FULFILLMENT AGREEMENTProduct Sales, Inventory Management and Order Fulfillment Agreement • July 2nd, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
THIS PRODUCT SALES, INVENTORY MANAGEMENT AND ORDER FULFILLMENT AGREEMENT (this “Agreement”) is entered on , 2004, by and between AF Services, Inc., a Delaware corporation (“AF Services”), and eCOST.com, Inc., a Delaware corporation (“eCost”). Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Master Separation and Distribution Agreement (as defined below).
FORM OF MASTER SEPARATION AND DISTRIBUTION AGREEMENT between PC MALL, INC. and eCOST.COM, INC. Dated as of , 2004Master Separation and Distribution Agreement • July 2nd, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
This MASTER SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of , 2004, is by and between PC Mall, Inc. (“PC Mall”) and eCOST.com, Inc., a Delaware corporation (“eCOST”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
FORM OF EMPLOYEE BENEFIT MATTERS AGREEMENTEmployee Benefit Matters Agreement • July 2nd, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
THIS EMPLOYEE BENEFIT MATTERS AGREEMENT (this “Agreement”) is entered into on , 2004, by and between PC Mall, Inc., a Delaware corporation (“PC Mall”) and eCost.com, Inc., a Delaware corporation (“eCost”).
FORM OF TAX ALLOCATION AND INDEMNIFICATION AGREEMENTTax Allocation and Indemnification Agreement • July 2nd, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
This TAX ALLOCATION AND INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of , 2004, by and between PC Mall, Inc., a Delaware corporation (“PC Mall”), and eCOST.com, Inc., a Delaware corporation (“eCOST”) (each, individually a “Party,” and collectively, the “Parties”).
CONSENT AND WAIVERConsent and Waiver • July 2nd, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
THIS CONSENT AND WAIVER (this “Consent”), dated as of June 18th, 2004, is entered into among GE COMMERICAL FINANCE DISTRIBUTION CORPORATION (“Lender”), and 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”) ECOST.COM, INC., a Delaware corporation (“ecost”), ELINUX.COM, INC., a Delaware corporation (“eLinux”), CCIT, INC., a Delaware corporation formerly known as Creative Computers Integrated Technologies, Inc. (“CCIT”), WF ACQUISITION SUB, INC., a Delaware corporation (“WF Sub”), COMPUTABILITY LIMITED, a Delaware corporation (“Computability”), AF SERVICES, INC., a Delaware corporation (“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”), MALL ACQU
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into on , 2004, by and between eCost.com, Inc., a Delaware corporation (“eCost”), and Frank F. Khulusi (the “Stockholder”).
FORM OF ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • July 2nd, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
THIS ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is entered into on , 2004 by and between AF Services, Inc., a Delaware corporation (“AF Services”), and eCOST.com, Inc., a Delaware corporation (“eCost”). Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Master Separation and Distribution Agreement (as defined below).
PC Mall Software License AgreementSoftware License Agreement • July 2nd, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
This Software License Agreement (this “Agreement”) is effective as of February 25, 1999 (“Effective Date”) by and between PC Mall, Inc. (“PC Mall”), a Delaware corporation, and eCost.com, Inc. (“eCost”), a Delaware corporation and subsidiary of PC Mall, both with a place of business at 2555 West 190th Street, Torrance, California 90504.
FORM OF INFORMATION TECHNOLOGY SYSTEMS USAGE AND SERVICES AGREEMENTInformation Technology Systems Usage and Services Agreement • July 2nd, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
THIS INFORMATION TECHNOLOGY SYSTEMS USAGE AND SERVICES AGREEMENT (this “Agreement”) is entered into on July , 2004 by and between AF Services, Inc., a Delaware corporation (“AF Services”), and eCOST.com, Inc., a Delaware corporation (“eCOST”). Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Master Separation and Distribution Agreement (as defined below).
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 2nd, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of May 31, 2004, is entered into among CONGRESS FINANCIAL CORPORATION (WESTERN), a California corporation (“Lender”), and 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”) ECOST.COM, INC., a Delaware corporation (“ecost”), ELINUX.COM, INC., a Delaware corporation (“eLinux”), CCIT, INC., a Delaware corporation formerly known as Creative Computers Integrated Technologies, Inc. (“CCIT”), WF ACQUISITION SUB, INC., a Delaware corporation (“WF Sub”), COMPUTABILITY LIMITED, a Delaware corporation (“Computability”), AF SERVICES, INC., a Delaware corporation (“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 Del
Form of AF Services Software License AgreementSoftware License Agreement • July 2nd, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
This Software License Agreement (this “Agreement”) is entered into as of , 2004 (the “Effective Date”) by and between AF Services, Inc. (“AF Services”), a Delaware corporation, and eCOST.com, Inc. (“eCOST”), a Delaware corporation, both with a place of business at 2555 West 190th Street, Torrance, California 90504, and both subsidiaries of PC Mall, Inc. (“PC Mall”) also a Delaware corporation. In consideration of the mutual covenants and the other terms and conditions contained herein, the Parties (as defined below) hereby agree as follows:
