ASSET PURCHASE AGREEMENT BY AND AMONG MC24, LLC MERISEL, INC. COMP 24, LLC AND MEMBERS OF SELLER DECEMBER 24TH, 2004Asset Purchase Agreement • March 7th, 2005 • Merisel Inc /De/ • Wholesale-computers & peripheral equipment & software • New York
THIS ASSET PURCHASE AGREEMENT, dated as of the 24th day of December 2004 (this “Agreement”), is entered into by and among MC24, LLC, a Delaware limited liability company (the “Purchaser”), Merisel, Inc., a Delaware corporation for purposes of Section 7.13 only (the “Acquiror Parent”), Comp 24, LLC, a Delaware limited liability company (“Seller”) and the direct and indirect shareholders or members of the Seller set forth on the signature pages attached hereto (each a “Shareholder” and collectively, the “Shareholders”).
MERISEL EMPLOYMENT AGREEMENTMerisel Employment Agreement • March 7th, 2005 • Merisel Inc /De/ • Wholesale-computers & peripheral equipment & software • New York
As a condition of my employment with Merisel Americas, Inc. (“Merisel” or the “Company”), in consideration of my employment with Merisel and my receipt of the compensation now and hereafter paid to me by Merisel, I agree to the following:
FORM OF PLEDGE AGREEMENTPledge Agreement • March 7th, 2005 • Merisel Inc /De/ • Wholesale-computers & peripheral equipment & software • New York
PLEDGE AGREEMENT, dated as of March 1, 2005, made among MC24, LLC, a Delaware limited liability company (MC24”), MERISEL, INC., a Delaware corporation (“Merisel”), MERISEL AMERICAS, INC., a Delaware corporation (“Merisel Americas”; each of MC24, Merisel and Merisel Americas, a “Pledgor”, collectively, the “Pledgors”) and AMALGAMATED BANK, a New York banking corporation (the “Lender”), parties to the Credit Agreement referred to below.
FORM OF CORPORATE GUARANTEECorporate Guarantee • March 7th, 2005 • Merisel Inc /De/ • Wholesale-computers & peripheral equipment & software • New York
CORPORATE GUARANTEE, (this “Guarantee”) dated as of March 1, 2005, made among each signatory hereto (each a “Guarantor”, collectively, the “Guarantors”), in favor of AMALGAMATED BANK (the “Lender”).
CREDIT AGREEMENT among MC24 LLC, as Borrower MERISEL, INC., MERISEL AMERICAS, INC., MCEI, LLC and MCEV, LLC, as Corporate Guarantors and AMALGAMATED BANK, as Lender Dated as of March 1, 2005Credit Agreement • March 7th, 2005 • Merisel Inc /De/ • Wholesale-computers & peripheral equipment & software • New York
CREDIT AGREEMENT, dated as of March 1, 2005, among MC24, LLC, a Delaware limited liability company (the “Borrower”), MERISEL, INC., a Delaware corporation (“Merisel”), MERISEL AMERICAS, INC., a Delaware corporation (“Merisel Americas”), MCEI, LLC, a Delaware limited liability company (“MCEI”), and MCEV, LLC, a Delaware limited liability company (“MCEV”; each of Merisel, Merisel Americas, MCEV and MCEI, a “Corporate Guarantor” and, collectively, the “Corporate Guarantors”), and AMALGAMATED BANK, a New York banking corporation (the “Lender”).
FORM OF SECURITY AGREEMENTSecurity Agreement • March 7th, 2005 • Merisel Inc /De/ • Wholesale-computers & peripheral equipment & software • New York
SECURITY AGREEMENT, dated as of March 1, 2005, made by MCEI, LLC, a Delaware limited liability company (“MCEI”), MCEV, LLC, a Delaware limited liability company (“MCEV”; each of MCEI and MCEV, a “Borrower” and, collectively, the “Borrowers”), MERISEL, INC., a Delaware corporation (“Merisel”), MERISEL AMERICAS, INC., a Delaware corporation (“Merisel Americas”), MC24, LLC, a Delaware limited liability company (“MC24”), each of their Subsidiaries (as defined in the Credit Agreement referenced below) from time to time party hereto (each of Merisel, Merisel Americas, MC24 and each such Subsidiary, individually a “Corporate Guarantor” and, collectively, the “Corporate Guarantors”; together with the Borrowers and each Person which may, from time to time, become party hereto as a Grantor, each a “Grantor”, collectively, the “Grantors”), in favor of AMALGAMATED BANK (the “Lender”).
1ST AMENDMENT AND WAIVER TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 7th, 2005 • Merisel Inc /De/ • Wholesale-computers & peripheral equipment & software • New York
THIS AMENDMENT AND WAIVER TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of the 1st day of March 2005 is entered into by and among MC24, LLC, a Delaware limited liability company (“the “Purchaser”), Merisel, Inc,. a Delaware corporation (the “Acquiror Parent”), and Comp 24, LLC, a Delaware limited liability company (the “Seller”) and the direct and indirect members of the Seller set forth on the signature pages attached hereto (each a “Shareholder” and collectively, the “Shareholders”) Capitalized terms used but not defined in this Amendment have the meaning given such terms in the Agreement (defined below).
AMENDMENT AND WAIVER TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 7th, 2005 • Merisel Inc /De/ • Wholesale-computers & peripheral equipment & software • New York
THIS AMENDMENT AND WAIVER TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of the 1st day of March 2005 is entered into by and among MCEV, LLC, a Delaware limited liability company (the “Purchaser”), Merisel, Inc,. a Delaware corporation (the “Acquiror Parent”), Color Edge Visual, Inc., a New York corporation, and Photobition New York, Inc, a Delaware corporation (collectively, the “Sellers”) and the direct and indirect shareholders of the Sellers set forth on the signature pages attached hereto (each a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not defined in this Amendment have the meaning given such terms in the Agreement (defined below).
AMENDMENT AND WAIVER TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 7th, 2005 • Merisel Inc /De/ • Wholesale-computers & peripheral equipment & software • New York
THIS AMENDMENT AND WAIVER TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of the 1st day of March 2005 is entered into by and among MCEI, LLC, a Delaware limited liability company (the “Purchaser”), Merisel, Inc,. a Delaware corporation (the “Acquiror Parent”), and Color Edge, Inc., a New York corporation (the “Seller”) and the direct and indirect shareholders of the Seller set forth on the signature pages attached hereto (each a “Shareholder” and collectively, the “Shareholders”) Capitalized terms used but not defined in this Amendment have the meaning given such terms in the Agreement (defined below).
