0001193125-04-153512 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 8th, 2004 • Pc Mall Inc • Retail-catalog & mail-order houses • California

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into on September 1, 2004, by and between eCost.com, Inc., a Delaware corporation (“eCost”), and PC Mall, Inc., a Delaware corporation (“PC Mall”).

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MASTER SEPARATION AND DISTRIBUTION AGREEMENT between PC MALL, INC. and eCOST.COM, INC. Dated as of September 1, 2004
Master Separation and Distribution Agreement • September 8th, 2004 • Pc Mall Inc • Retail-catalog & mail-order houses • California

THIS MASTER SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of September 1, 2004, is by and between PC Mall, Inc., a Delaware corporation (“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.

EMPLOYEE BENEFIT MATTERS AGREEMENT
Employee Benefit Matters Agreement • September 8th, 2004 • Pc Mall Inc • Retail-catalog & mail-order houses • California

THIS EMPLOYEE BENEFIT MATTERS AGREEMENT (this “Agreement”) is entered into on September 1, 2004, by and between PC Mall, Inc., a Delaware corporation (“PC Mall”), and eCost.com, Inc., a Delaware corporation (“eCost”).

TAX ALLOCATION AND INDEMNIFICATION AGREEMENT
Tax Allocation and Indemnification Agreement • September 8th, 2004 • Pc Mall Inc • Retail-catalog & mail-order houses • California

THIS TAX ALLOCATION AND INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of September 1, 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”).

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