AGREEMENT AND PLAN OF MERGER among TU HOLDINGS, INC., TU MERGER, INC. and MERISEL, INC. Dated as of March 28, 2008Agreement and Plan of Merger • April 4th, 2008 • American Capital Strategies LTD • Wholesale-computers & peripheral equipment & software • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 28, 2008 (the “Agreement”), among TU HOLDINGS, INC., a Delaware corporation (“Parent”), TU MERGER, INC., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and MERISEL, INC., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company is referred to herein as a “Party” and together they are referred to herein as “Parties”).
ContractSupport and Redemption Agreement • April 4th, 2008 • American Capital Strategies LTD • Wholesale-computers & peripheral equipment & software • Delaware
VOTING, SUPPORT AND REDEMPTION AGREEMENT (this “Agreement”) dated as of March 28, 2008, between TU HOLDINGS, INC., a Delaware corporation (“Parent”), MERISEL, INC., a Delaware corporation (the “Company”), STONINGTON CAPITAL APPRECIATION 1994 FUND, L.P., a Delaware limited partnership (“Stonington”) and PHOENIX ACQUISITION COMPANY II, L.L.C., a Delaware limited liability company (“Phoenix” and, collectively with Stonington, the “Stockholder”).
JOINT FILING AGREEMENTJoint Filing Agreement • April 4th, 2008 • American Capital Strategies LTD • Wholesale-computers & peripheral equipment & software
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Merisel, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement this 4th day of April, 2008.
