Common use of Default of Underwriters Clause in Contracts

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC Mall, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date, as the case may be, Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second such Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC Mall, except for the expenses to be paid by the Company pursuant to Section section 7 hereof and except to the extent provided in Section sections 10 and 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Sectionsection. Nothing herein will relieve a defaulting Underwriter from liability for its default. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to take such actions as may be taken by the Company fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Default of Underwriters. It shall be a condition to If, at the agreement and obligation of the Company to sell and deliver the Shares hereunderFirst Closing, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each any one or more of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter fail or Underwriters default in their obligations refuse to purchase Shares that it has or they have agreed to purchase hereunder on the First Closing Date or the Second Closing Date, as the case may besuch date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10 is ten percent or less of the total aggregate number of the Shares which the Underwriters are obligated to purchase be purchased on the First Closing Date or the Second Closing Date, as the case may besuch date, the Representatives other Underwriters may make arrangements satisfactory to the Company Representatives for the purchase of such Shares by other personspersons (who may include one or more of the non-defaulting Underwriters, including any of the UnderwritersRepresentatives), but if no such arrangements are made by such date the nondefaulting First Closing Date, the other Underwriters shall be obligated severally, severally in proportion to the proportions that the number of Firm Shares set forth opposite their respective commitments hereundernames in Schedule 1 hereto bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If If, at the First Closing, any Underwriter or Underwriters so default shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default or defaults occur occurs is more than ten per cent of the above percentage aggregate number of Firm Shares to be purchased, and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares by other persons are not made within 36 hours after such default, this Agreement will shall terminate without liability on the part of any nondefaulting non-defaulting Underwriter or the Company or PC Mall, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 hereofCompany. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing DateClosing, as the case may be, but in no event for not more longer than seven business days days, in order that the necessary changes required changes, if any, in the Registration Statement, Statement and in the Prospectus and or in any other documents, as well as any other arrangements, documents or arrangements may be effected. If, at any Option Closing, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Option Shares or (ii) purchase not less than the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 8. Nothing herein will Any action taken under this Section 8 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and ----------------------- obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date, as the case may be, Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second such Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or Underwriter, the Company or PC Mall, any Selling Shareholder except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 section 9 hereof and except to the extent provided in Section 11 section 12 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.than

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter one or more Underwriters default in their obligations to purchase Shares Firm Securities or Option Securities hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 is ten percent or less of the total aggregate number of Shares which Firm Securities or Option Securities to be purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are obligated to purchase on made by the First Firm Closing Date or the Second related Option Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, severally in proportion to their respective commitments hereunder, hereunder to purchase the Shares which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on such datepurchase. If any Underwriter one or more Underwriters so default and with respect to an aggregate number of Securities that is more than ten percent of the aggregate number of Shares with respect Firm Securities or Option Securities, as the case may be, to which be purchased by all of the Underwriters at such default or defaults occur is more than the above percentage time hereunder, and if arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Securities with respect to which such default occurs, this Agreement will terminate without liability on the part of any nondefaulting non-defaulting Underwriter or the Company or PC Mall, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent other than as provided in Section 11 hereofhereof if the default is with respect to the Firm Closing Date and without liability for the Option Shares if such default is with respect to the Option Closing Date. In the event that Shares to which a of any default relates are to be purchased by the nondefaulting one or more Underwriters or by another party or partiesas described in this Section 10, the Representatives or the Company shall have the right to postpone the First Firm Closing Date or the Second Option Closing Date, as the case may be, established as provided in Section 3 hereof for not more than seven business days in order that the any necessary changes may be made in the Registration Statement, Prospectus arrangements or documents for the purchase and any other documentsdelivery of the Firm Securities or Option Securities, as well as any other arrangements, the case may be effectedbe. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 10. Nothing herein will shall relieve a any defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each If one or more of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement pursuant to Section 9(b)) to purchase and pay for all on the First Closing Date or any Additional Closing Date the aggregate number of Primary Shares or Over-Allotment Shares agreed to be purchased by such Underwriter hereunder upon tender or Underwriters and the aggregate number of Primary Shares or Over-Allotment Shares agreed to be purchased by the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase shall not exceed 10% of the total number of Primary Shares hereunder on the First Closing Date or the Second Closing Date, Over-Allotment Shares (as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed ) to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated be sold hereunder to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date then each of the nondefaulting non-defaulting Underwriters shall be obligated severally, to purchase these Primary Shares or Over-Allotment Shares on the terms herein set forth in proportion to their respective commitments obligations hereunder. In that case, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC Mall, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second any Additional Closing Date, Date (as the case may be, ) for a period of not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, arrangements may be effected. As used If one or more of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement pursuant to Section 9(b)) to purchase on the First Closing Date or any Additional Closing Date the aggregate number of Primary Shares or Over-Allotment Shares agreed to be purchased by such Underwriter or Underwriters and the aggregate number of Primary Shares or Over-Allotment Shares agreed to be purchased by such Underwriter or Underwriters shall exceed 10% of the total number of Primary Shares or Over-Allotment Shares (as the case may be) to be sold hereunder to the Underwriters, then the non-defaulting Underwriters shall have the right to purchase, or procure one or more Underwriters reasonably acceptable to the Company, to purchase, in this Agreementsuch proportions as they may agree upon and upon the terms herein set forth, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a Primary Shares or Over-Allotment Shares that such defaulting Underwriter from or Underwriters agreed to purchase, and this Agreement shall be carried out accordingly. If such other Underwriters do not exercise this right within 36 hours after receiving notice of the default, then the Company shall be entitled to an additional period of 24 hours within which to procure another party or parties reasonably satisfactory to the Representatives to purchase or agree to purchase these Primary Shares or Over-Allotment Shares on the terms herein set forth. In any such case, the Representatives and the Company shall have the right to postpone the First Closing Date or any Additional Closing Date (as the case may be) for a period of not more than seven days in order that necessary changes and arrangements may be effected. If this paragraph becomes applicable and neither the non-defaulting Underwriters nor the Company shall make arrangements within the period stated for the purchase of the Primary Shares or Over-Allotment Shares that the defaulting Underwriter or Underwriters agreed to purchase, this Agreement shall terminate without liability for its on the part of any non-defaulting Underwriter to the Company or the Selling Stockholder and without liability on the part of the Company or the Selling Stockholder except as provided in Section 8. The provisions of this Section 10 shall not in any way affect the liability of any defaulting Underwriter to the Company or the Selling Stockholders arising out of the default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC Mallthe Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedSection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date, as the case may be, Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second such Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or Underwriter, the Company or PC Mall, any Selling Stockholder except for the expenses to be paid by the Company pursuant to Section 7 9 hereof and except to the extent provided in Section 11 12 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.than

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC MallCompany, except for the expenses to be paid by the Company to the nondefaulting Underwriters pursuant to Section 7 (other than Section 7 (ii)) hereof and except to the extent provided in Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to If, at the agreement and obligation of the Company to sell and deliver the Shares hereunderFirst Closing, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each any one or more of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter fail or Underwriters default in their obligations refuse to purchase Shares that it has or they have agreed to purchase hereunder on the First Closing Date or the Second Closing Date, as the case may besuch date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10 is ten percent or less of the total aggregate number of the Shares which the Underwriters are obligated to purchase be purchased on the First Closing Date or the Second Closing Date, as the case may besuch date, the Representatives other Underwriters may make arrangements satisfactory to the Company Representatives for the purchase of such Shares by other personspersons (who may include one or more of the non- defaulting Underwriters, including any of the UnderwritersRepresentatives), but if no such arrangements are made by such date the nondefaulting First Closing Date, the other Underwriters shall be obligated severally, severally in proportion to the proportions that the number of Firm Shares set forth opposite their respective commitments hereundernames in Schedule 1 hereto bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If If, at the First Closing, any Underwriter or Underwriters so default shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default or defaults occur occurs is more than ten per cent of the above percentage aggregate number of Firm Shares to be purchased, and arrangements satisfactory to the Representatives and Representatives, the Company for the purchase of such Firm Shares by other persons are not made within 36 hours after such default, this Agreement will shall terminate without liability on the part of any nondefaulting non-defaulting Underwriter or the Company or PC Mall, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 hereofCompany. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing DateClosing, as the case may be, but in no event for not more longer than seven business days days, in order that the necessary changes required changes, if any, in the Registration Statement, Statement and in the Prospectus and or in any other documents, as well as any other arrangements, documents or arrangements may be effected. If, at any Option Closing, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Option Shares or (ii) purchase not less than the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 8. Nothing herein will Any action taken under this Section 8 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholder to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC MallCompany, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof; provided that the Company shall not be required to pay the expenses of any defaulting Underwriter. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to If on the agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each Closing Date any one or more of the Underwriters shall fail or refuse to purchase and pay for all Shares Notes which it has or they have agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may besuch date, and the aggregate number principal amount of Shares Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does is not exceed 10 percent more than one-tenth of the total number aggregate principal amount of Shares which the Underwriters are obligated Notes to purchase be purchased on the First Closing Date or the Second Closing Date, as the case may besuch date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, severally in proportion to the proportions that the principal amount of Notes set forth opposite their respective commitments hereundernames in Schedule I bears to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Shares Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Notes that any Underwriter has agreed to purchase pursuant to Section 1 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters so default shall fail or refuse to purchase Notes which it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Shares Notes with respect to which such default or defaults occur occurs is more than one-tenth of the above percentage aggregate principal amount of Notes to be purchased on such date, and arrangements satisfactory to the Representatives and the Company Trust Manager for the purchase of such Shares by other persons Notes are not made within 36 hours after such default, this Agreement will shall terminate without liability on the part of any nondefaulting non-defaulting Underwriter or the Company or PC Mall, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 hereofTrust Manager. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives any such case either you or the Company Trust Manager shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for not more longer than seven business days days, in order that the necessary changes required changes, if any, in the Registration Statement, Statement and in the Prospectus and or in any other documents, as well as any other arrangements, documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter Any action taken under this Section. Nothing herein will paragraph shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date, as the case may be, Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second such Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC Mall, except for the expenses to be paid by the Company pursuant to Section section 7 hereof and except to the extent provided in Section 11 section 10 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Sectionsection. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting non-defaulting Underwriter or the Company or PC Mallthe Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC Mallthe Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Representative of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date, as the case may be, Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent of the total number of Shares which that the Underwriters are obligated to purchase on the First Closing Date or the Second such Closing Date, as the case may be, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representatives and the Company Representative for the purchase of such Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC MallCompany, except for the expenses to be paid by the Company pursuant to Section section 7 hereof hereof, and except to the extent provided in Section 11 section 10 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company Representative shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Sectionsection. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to this Agreement and the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares hereunderin the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Underwriters of all such Shares shares in accordance 22 23 with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10 percent 10% of the total number of Common Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second such Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default or defaults occur occurs is more than the above percentage and arrangements satisfactory to the Representatives you and the Company for the purchase of such Common Shares by other persons are not made within 36 48 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting non-defaulting Underwriter or the Company or PC Mall, the Selling Stockholders except for the expenses to be paid by the Company and the Selling Stockholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof. In the event that Common Shares to which a default relates are to be purchased by the nondefaulting non-defaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven five business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. SECTION 13.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each If any one or more of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter fail or Underwriters default in their obligations refuse to purchase Firm Shares which it or they are obligated to purchase hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed are obligated but failed fail or refuse to purchase does is not exceed 10 percent more than one-tenth of the total aggregate number of Firm Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to their respective commitments hereunderthe aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Xxxxx Xxxxxx Inc., to purchase the Firm Shares which such defaulting Underwriter or Underwriters agreed are obligated, but failed fail or refuse, to purchase. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares which it or they are obligated to purchase on such date. If any Underwriter or Underwriters so default the Closing Date and the aggregate number of Firm Shares with respect to which such default or defaults occur occurs is more than one-tenth of the above percentage aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives you and the Company for the purchase of such Firm Shares by one or more non-defaulting Underwriters or other persons party or parties approved by you and the Company are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting non-defaulting Underwriter or the Company or PC Mall, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 hereofCompany. In the event that Shares to any such case which a default relates are to be purchased by the nondefaulting Underwriters or by another party or partiesdoes not result in termination of this Agreement, the Representatives either you or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for not more longer than seven business days days, in order that the necessary changes required changes, if any, in the Registration Statement, Statement and the Prospectus and or any other documents, as well as any other arrangements, documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter Any action taken under this Section. Nothing herein will paragraph shall not relieve a any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term "Underwriter" as used in this Agreement includes, for its defaultall purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Company, purchases Shares which a defaulting Underwriter is obligated, but fails or refuses, to purchase. Any notice under this Section 11 may be given by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

Default of Underwriters. It shall be a condition to this Agreement and the agreement and obligation of the Company to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares hereunderin the manner as described herein, that, except as hereinafter in this paragraph Section provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares shares in accordance with the terms hereof. If any Underwriter or Underwriters default in its or their obligations to purchase Common Shares hereunder on either the First or Second Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10 percent 10% of the total number of Common Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second such Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default or defaults occur occurs is more than 10% of the above percentage total number of Shares of Beneficial Interest which the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within 36 48 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting non-defaulting Underwriter or the Company or PC Mall, the Partnership except for the expenses to be paid by the Company pursuant to Section 7 6 hereof and except to the extent provided in Section 11 10 hereof. In the event that Common Shares to which a default relates are to be purchased by the nondefaulting non-defaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven five business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Representative of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may beRepresentative (or, if the Representative is in default, the Representatives non-defaulting Underwriters) may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives Representative (or, if the Representative is in default, the non-defaulting Underwriters) and the Company for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC MallCompany, except for the expenses to be paid by the Company pursuant to Section Sections 7 and 9 hereof and except to the extent provided in Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives Representative (or, if the Representative is in default, the non-defaulting Underwriters) or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this SectionSection 12. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and each of the Selling Shareholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, on any closing date that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder on such closing date upon tender to the Representatives Representative of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives Representative may make arrangements satisfactory to the Company and the Selling Shareholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the First Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such datethe First Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives Representative and the Company and the Selling Shareholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC Mallthe Selling Shareholders, except for the expenses to be paid by the Company pursuant to Section 7 8 hereof and except to the extent provided in Section 11 12 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement Agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives nondefaulting Underwriters may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives nondefaulting Underwriters and the Company for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC MallCompany, except for the expenses to be paid by the Company pursuant to Section 7 6 hereof and except to the extent provided in Section 11 10 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives nondefaulting Underwriters or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Representative of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second such Closing Date, as the case may be, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective Xxxxxx X. Xxxxx & Co. Incorporated December 21, 2005 commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representatives and the Company Representative for the purchase of such Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC Mall, except for the expenses to be paid by the Company pursuant to Section section 7 hereof and except to the extent provided in Section sections 10 and 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company Representative shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Sectionsection. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and each of the Selling Shareholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Representative of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives Representative may make arrangements satisfactory to the Company and the Selling Shareholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives Representative, the Company and the Company Selling Shareholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC Mallthe Selling Shareholders, except for the expenses to be paid by the Company pursuant to Section 7 8 hereof and except to the extent provided in Section 11 12 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this SectionSection 13. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and each of the Selling Shareholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company and the Selling Shareholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the First Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such datethe First Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives and the Company and the Selling Shareholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC Mallthe Selling Shareholders, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC Mallthe Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.,

Default of Underwriters. It shall be a condition to the agreement and obligation of each of the Company Selling Shareholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, on any closing date that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder on such closing date upon tender to the Representatives Representative of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives Representative may make arrangements satisfactory to the Company and the Selling Shareholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the First Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such datethe First Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives Representative and the Company and the Selling Shareholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC Mallthe Selling Shareholders, except for the expenses to be paid by the Company pursuant to Section 7 8 hereof and except to the extent provided in Section 11 12 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedSection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent 10% of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second such Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than 10% of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC Mall, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 10 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.not

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC MallCompany, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this SectionSection 12. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to this ----------------------- Agreement and the agreement and obligation of the Company and each of the Selling Stockholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares hereunderin the manner as described herein, that, except as hereinafter in this paragraph Section provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares shares in accordance with the terms hereof. If any Underwriter or Underwriters default in its or their obligations to purchase the Common Shares hereunder on either the First or Second Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10 percent 10% of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second such Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default or defaults occur occurs is more than 10% of the above percentage total number of Common Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares or Notes by other persons are not made within 36 48 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or non-defaulting Underwriters, the Company or PC Mall, the Selling Stockholders except for the expenses to be paid by the Company and the Selling Stockholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof. In the event that the Common Shares to which a default relates are to be purchased by the nondefaulting non-defaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.the

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and each of the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Representative of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives Representative may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives Representative, the Company and the Company Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC Mallthe Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 7 8 hereof and except to the extent provided in Section 11 12 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Rule 429 Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 13. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter one or more Underwriters default in their obligations to purchase Firm Shares or Option Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of such Shares which that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 is ten percent or less of the total aggregate number of Firm Shares which or Option Shares to be purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Shares by other persons (who may include one or more of the nondefaulting Underwriters, including the Representatives), but if no such arrangements are obligated to purchase on made by the First Firm Closing Date or the Second related Option Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, severally in proportion to their respective commitments hereunder, hereunder to purchase the Firm Shares which or Option Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase on such datepurchase. If any Underwriter one or more Underwriters so default and with respect to an aggregate number of Shares that is more than ten percent of the aggregate number of Firm Shares with respect or Option Shares, as the case may be, to which be purchased by all of the Underwriters at such default or defaults occur is more than the above percentage time hereunder, and if arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the nondefaulting Underwriters, including the Representatives) of the Shares with respect to which such default occurs, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or and the Company or PC Mall, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent other than as provided in Section 11 10 hereof. In the event that Shares to which a of any default relates are to be purchased by the nondefaulting one or more Underwriters or by another party or partiesas described in this Section 9, the Representatives or the Company shall have the right to postpone the First Firm Closing Date or the Second Option Closing Date, as the case may be, established as provided in Section 9 hereof for not more than seven business days in order that the any necessary changes may be made in the Registration Statement, Prospectus arrangements or documents for the purchase and any other documentsdelivery of the Firm Shares or Option Shares, as well as any other arrangements, the case may be effectedbe. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 9. Nothing herein will shall relieve a any defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Shareholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives nondefaulting Underwriters may make arrangements satisfactory to the Company and the Selling Shareholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives nondefaulting Underwriters and the Company and the Selling Shareholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC Mallthe Selling Shareholders, except for the expenses to be paid by the Company pursuant to Section 7 6 hereof and except to the extent provided in Section 11 10 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives nondefaulting Underwriters or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 11. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Shareholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company and the Selling Shareholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives and the Company and the Selling Shareholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC Mallthe Selling Shareholders, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC MallCompany, except for the expenses to be paid by the Company pursuant to Section 7 6 hereof and except to the extent provided in Section 11 10 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.right

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date, as the case may be, Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent of the total number of Shares which that the Underwriters are obligated to purchase on the First Closing Date or the Second such Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC MallCompany, except for the expenses to be paid by the Company pursuant to Section section 7 hereof hereof, and except to the extent provided in Section 11 section 10 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Sectionsection. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default -33- and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC Mallthe Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” "UNDERWRITER" includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each If any one or more of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter fail or Underwriters default in their obligations refuse to purchase Firm Shares which it or they are obligated to purchase hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed are obligated but failed fail or refuse to purchase does is not exceed 10 percent more than one-tenth of the total aggregate number of Firm Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to their respective commitments hereunderthe aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Smitx Xxxxxx Xxx., to purchase the Firm Shares which such defaulting Underwriter or Underwriters agreed are obligated, but failed fail or refuse, to purchase. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares which it or they are obligated to purchase on such date. If any Underwriter or Underwriters so default the Closing Date and the aggregate number of Firm Shares with respect to which such default or defaults occur occurs is more than one-tenth of the above percentage aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives you and the Company for the purchase of such Firm Shares by one or more non-defaulting Underwriters or other persons party or parties approved by you and the Company are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting non-defaulting Underwriter or the Company or PC Mall, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 hereofCompany. In the event that Shares to any such case which a default relates are to be purchased by the nondefaulting Underwriters or by another party or partiesdoes not result in termination of this Agreement, the Representatives either you or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for not more longer than seven business days days, in order that the necessary changes required changes, if any, in the Registration Statement, Statement and the Prospectus and or any other documents, as well as any other arrangements, documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter Any action taken under this Section. Nothing herein will paragraph shall not relieve a any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term "Underwriter" as used in this Agreement includes, for its defaultall purposes of this Any notice under this Section 11 may be given by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date, as the case may be, Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent 10% of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second such Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than 10% of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or Underwriter, the Company or PC Mall, and the Principal Shareholder except for the expenses to be paid by the Company pursuant to Section section 7 hereof and except to the extent provided in Section 11 section 10 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.used

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each If one or more of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter fail or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, refuse (other than as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent a result of the total number termination of Shares which the Underwriters are obligated this Agreement pursuant to Section 8(a)) to purchase on the First Closing Date or the Second Closing Date, Date the -26- 27 aggregate number of Primary Shares or Over-Allotment Shares agreed to be purchased by such Underwriter or Underwriters and the aggregate number of Primary Shares or Over-Allotment Shares agreed to be purchased by such defaulting Underwriter or Underwriters does not exceed 10% of the total number of Primary Shares or Over-Allotment Shares (as the case may be, the Representatives may make arrangements satisfactory ) to the Company for the purchase of such Shares by other persons, including any of be sold hereunder to the Underwriters, but if no such arrangements are made by such date then each of the nondefaulting non-defaulting Underwriters shall be obligated severally, to purchase these Primary Shares or Over-Allotment Shares on the terms herein set forth in proportion to their respective commitments obligations hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC Mall, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or partiescase, the Representatives or Representative and the Company shall have the right to postpone the First Closing Date or the Second Closing Date, Date (as the case may be, ) for a period of not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, arrangements may be effected. As used If one or more of the Underwriters shall fail or refuse (other than as a result of the termination of this Agreement pursuant to Section 8(a)) to purchase on the First Closing Date or the Second Closing Date the aggregate number of Primary Shares or Over-Allotment Shares agreed to be purchased by such Underwriter or Underwriters and the aggregate number of Primary Shares or Over-Allotment Shares agreed to be purchased by such defaulting Underwriter or Underwriters shall exceed 10% of the total number of Primary Shares or Over-Allotment Shares (as the case may be) to be sold hereunder to the Underwriters, then the non-defaulting Underwriters have the right to purchase, or procure one or more Underwriters reasonably acceptable to the Company, to purchase, in this Agreementsuch proportions as they may agree upon and upon the terms herein set forth, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a Primary Shares or Over-Allotment Shares which such defaulting Underwriter from or Underwriters agreed to purchase, and this Agreement shall be carried out accordingly. If such other Underwriters do not exercise this right within twenty-four hours after receiving notice of the default, then the Company shall be entitled to an additional period of twenty-four hours within which to procure another party or parties satisfactory to the Representative to purchase or agree to purchase these Primary Shares or Over-Allotment Shares on the terms herein set forth. In any such case, the Representative and the Company shall have the right to postpone the First Closing Date or the Second Closing Date (as the case may be) for a period of not more than seven days in order that necessary changes and arrangements may be effected. If this paragraph becomes applicable and neither the non-defaulting Underwriters nor the Company shall make arrangements within the period stated for the purchase of the Primary Shares or Over-Allotment Shares which the defaulting Underwriter or Underwriters agreed to purchase, this Agreement shall terminate without liability for its default.on the part of any non-defaulting Underwriter to the Company and without liability on the part of the Company except as provided in Sections 6.2 and 7. The provisions of this

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date, as the case may be, Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second such Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC Mall, except for the expenses to be paid by the Company pursuant to Section 7 section 6 hereof and except to the extent provided in Section sections 10 and 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Sectionsection. Nothing herein will relieve a defaulting Underwriter from liability for its default. If this Agreement shall be terminated by the Underwriters, or any of them, because of any material failure or refusal on the part of the Company to comply with the terms or to take such actions as may be taken by the Company to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to materially perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of pocket expenses (including the fees and disbursements of their counsel) Rxxxxx X. Xxxxx & Co. Incorporated June 22, 2006 Page 30 reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter one or more Underwriters default in their obligations to purchase Firm Shares or Option Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of such Shares which that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 is ten percent or less of the total aggregate number of Firm Shares which or Option Shares to be purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representative for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative), but if no such arrangements are obligated to purchase on made by the First Firm Closing Date or the Second related Option Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, severally in proportion to their respective commitments hereunder, hereunder to purchase the Firm Shares which or Option Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase on such datepurchase. If any Underwriter one or more Underwriters so default and with respect to an aggregate number of Shares that is more than ten percent of the aggregate number of Firm Shares with respect or Option Shares, as the case may be, to which be purchased by all of the Underwriters at such default or defaults occur is more than the above percentage time hereunder, and if arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons Representative are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative) of the Shares with respect to which such default occurs, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or non-defaulting Underwriter, the Company or PC Mall, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent Selling Stockholder other than as provided in Section 11 12 hereof. In the event that Shares to which a of any default relates are to be purchased by the nondefaulting one or more Underwriters or by another party or partiesas described in this Section 11, the Representatives or the Company Representative shall have the right to postpone the First Firm Closing Date or the Second Option Closing Date, as the case may be, established as provided in Section 11 hereof for not more than seven business days in order that the any necessary changes may be made in the Registration Statement, Prospectus arrangements or documents for the purchase and any other documentsdelivery of the Firm Shares or Option Shares, as well as any other arrangements, the case may be effectedbe. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 11. Nothing herein will shall relieve a any defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter one or more Underwriters default in their obligations to purchase Firm Shares or Option Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of such Shares which that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 is ten percent or less of the total aggregate number of Firm Shares which or Option Shares to be purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representative for the purchase of such Shares by other persons (who may include one or more of the nondefaulting Underwriters, including the Representative), but if no such arrangements are obligated to purchase on made by the First Firm Closing Date or the Second related Option Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, severally in proportion to their respective commitments hereunder, hereunder to purchase the Firm Shares which or Option Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase on such datepurchase. If any Underwriter one or more Underwriters so default and with respect to an aggregate number of Shares that is more than ten percent of the aggregate number of Firm Shares with respect or Option Shares, as the case may be, to which be purchased by all of the Underwriters at such default or defaults occur is more than the above percentage time hereunder, and if arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons Representative are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the nondefaulting Underwriters, including the Representative) of the Shares with respect to which such default occurs, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or Underwriter, the Company or PC Mall, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent other than as provided in Section 11 10 hereof. In the event that Shares to which a of any default relates are to be purchased by the nondefaulting one or more Underwriters or by another party or partiesas described in this Section 9, the Representatives or the Company Representative shall have the right to postpone the First Firm Closing Date or the Second Option Closing Date, as the case may be, established as provided in Section 9 hereof for not more than seven business days in order that the any necessary changes may be made in the Registration Statement, Prospectus arrangements or documents for the purchase and any other documentsdelivery of the Firm Shares or Option Shares, as well as any other arrangements, the case may be effectedbe. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 9. Nothing herein will shall relieve a any defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to this Agreement and the agreement and obligation of the Company to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares hereunderhereunder in the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all of the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Common Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First Closing Date or the Second Closing Date, as the case may be, Date and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Common Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second such Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Common Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date Closing Date the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase (up to but not in excess of any limitations provided by law or the rules or other directives of the NASD) the Common Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default or defaults occur is more greater than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Common Shares by other persons are not made within with 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting non-defaulting Underwriter or the Company or PC Mall, except for the expenses to be paid by the Company pursuant to Section 7 6 and Section 8 hereof (other than fees and expenses payable to any defaulting Underwriter) and except to the extent provided in Section 11 10 hereof. In the event that Common Shares to which a default relates are to be purchased by the nondefaulting non-defaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven (7) business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation obligations of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and to the obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection 13, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date, as the case may be, Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second such Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or Underwriter, the Company or PC Mall, any Selling Stockholder except for the expenses to be paid by the Company and the Selling Stockholders pursuant to Section 7 section 9 hereof and except to the extent provided in Section 11 section 12 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Sectionsection 13. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives Underwriters may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives Underwriters and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting -21- 22 Underwriter or the Company or PC Mallthe Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter one or more Underwriters default in their obligations to purchase Shares Firm Securities or Option Securities hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 is ten percent or less of the total aggregate number of Shares which Firm Securities or Option Securities to be purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are obligated to purchase on made by the First Firm Closing Date or the Second related Option Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, severally in proportion to their respective commitments hereunder, hereunder to purchase the Shares which Firm Securities or Option Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on such datepurchase. If any Underwriter one or more Underwriters so default and with respect to an aggregate number of Securities that is more than ten percent of the aggregate number of Shares with respect Firm Securities or Option Securities, as the case may be, to which be purchased by all of the Underwriters at such default or defaults occur is more than the above percentage time hereunder, and if arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Securities with respect to which such default occurs, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or non-defaulting Underwriter, the Company or PC Mall, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent any Selling Securityholder other than as provided in Section 11 12 hereof. In the event that Shares to which a of any default relates are to be purchased by the nondefaulting one or more Underwriters or by another party or partiesas described in this Section 11, the Representatives or the Company shall have the right to postpone the First Firm Closing Date or the Second Option Closing Date, as the case may be, established as provided in Section 4 hereof for not more than seven business days in order that the any necessary changes may be made in the Registration Statement, Prospectus -28- 29 arrangements or documents for the purchase and any other documentsdelivery of the Firm Securities or Option Securities, as well as any other arrangements, the case may be effectedbe. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 11. Nothing herein will shall relieve a any defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Representative of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC MallCompany, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this SectionSection 12. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC Mallthe Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 7 6 hereof and except to the extent provided in Section 11 10 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to If, at the agreement and obligation of the Company to sell and deliver the Shares hereunderFirst Closing, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each any one or more of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter fail or Underwriters default in their obligations refuse to purchase Shares that it has or they have agreed to purchase hereunder on the First Closing Date or the Second Closing Date, as the case may besuch date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10 is ten percent or less of the total aggregate number of the Shares which the Underwriters are obligated to purchase be purchased on the First Closing Date or the Second Closing Date, as the case may besuch date, the Representatives other Underwriters may make arrangements satisfactory to the Company Representatives for the purchase of such Shares by other personspersons (who may include one or more of the non-defaulting Underwriters, including any of the UnderwritersRepresentatives), but if no such arrangements are made by such date the nondefaulting First Closing Date, the other Underwriters shall be obligated severally, severally in proportion to the proportions that the number of Firm Shares set forth opposite their respective commitments hereundernames in Schedule II hereto bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If If, at the First Closing, any Underwriter or Underwriters so default shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default or defaults occur occurs is more than ten per cent of the above percentage aggregate number of Firm Shares to be purchased, and arrangements satisfactory to the Representatives and the Company and the Selling Stockholders for the purchase of such Firm Shares by other persons are not made within 36 hours after such default, this Agreement will shall terminate without liability on the part of any nondefaulting Underwriter or non-defaulting Underwriter, the Company or PC Mall, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 hereofSelling Stockholders. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing DateClosing, as the case may be, but in no event for not more longer than seven business days days, in order that the necessary changes required changes, if any, in the Registration Statement, Statement and in the Prospectus and or in any other documents, as well as any other arrangements, documents or arrangements may be effected. If, at any Option Closing, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Option Shares or (ii) purchase not 30 less than the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 8. Nothing herein will Any action taken under this Section 8 shall not relieve a any defaulting Underwriter from liability for its defaultin respect of any default of such Underwriter under this Agreement.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date, as the case may be, Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second such Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or or, the Company or PC Mall, any Selling Shareholder except for the expenses to be paid by the Company pursuant to Section 7 section 9 hereof and except to the extent provided in Section 11 section 12 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Sectionsection. Nothing herein will relieve a defaulting Underwriter from liability for its default. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company or any Selling Shareholder to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company or any Selling Shareholder shall be unable to perform its obligations under this Agreement, the Company and the Selling Shareholders will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Underwriters of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives nondefaulting Underwriters may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives nondefaulting Underwriters and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC Mallthe Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives nondefaulting Underwriters or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to this ----------------------- Agreement and the agreement and obligation of the Company and the Selling Shareholders to sell and deliver the Common Shares hereunder, and of each Underwriter to purchase the Common Shares hereunderin the manner as described herein, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all the Common Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Underwriters of all such Shares shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Common Shares hereunder on either the First or Second Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date does not exceed 10 percent 10% of the total number of Common Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second such Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Common Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Common Shares with respect to which such default or defaults occur occurs is more than the above percentage and arrangements satisfactory to the Representatives Underwriters and the Company for the purchase of such Common Shares by other persons are not made within 36 48 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting non-defaulting Underwriter or the Company or PC Mallthe Selling Shareholders, except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof. In the event that Common Shares to which a default relates are to be purchased by the nondefaulting non-defaulting Underwriters or by another party or parties, the Representatives Underwriters or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven five business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an ----------- Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each If one or more of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement pursuant to Section 9(b)) to purchase and pay for all on the First Closing Date or any Additional Closing Date the aggregate number of Primary Shares or Over-Allotment Shares agreed to be purchased by such Underwriter hereunder upon tender or Underwriters and the aggregate number of Primary Shares or Over-Allotment Shares agreed to be purchased by the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase shall not exceed 10% of the total number of Primary Shares hereunder on the First Closing Date or the Second Closing Date, Over-Allotment Shares (as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed ) to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated be sold hereunder to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date then each of the nondefaulting non-defaulting Underwriters shall be obligated severally, to purchase these Primary Shares or Over-Allotment Shares on the terms herein set forth in proportion to their respective commitments obligations hereunder. In that case, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC Mall, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second any Additional Closing Date, Date (as the case may be, ) for a period of not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, arrangements may be effected. As used If one or more of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement pursuant to Section 9(b)) to purchase on the First Closing Date or any Additional Closing Date the aggregate number of Primary Shares or Over-Allotment Shares agreed to be purchased by such Underwriter or Underwriters and the aggregate number of Primary Shares or Over-Allotment Shares agreed to be purchased by such Underwriter or Underwriters shall exceed 10% of the total number of Primary Shares or Over-Allotment Shares (as the case may be) to be sold hereunder to the Underwriters, then the non-defaulting Underwriters shall have the right to purchase, or procure one or more Underwriters reasonably acceptable to the Company, to purchase, in this Agreementsuch proportions as they may agree upon and upon the terms herein set forth, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a Primary Shares or Over-Allotment Shares that such defaulting Underwriter from or Underwriters agreed to purchase, and this Agreement shall be carried out accordingly. If such other Underwriters do not exercise this right within 36 hours after receiving notice of the default, then the Company shall be entitled to an additional period of 24 hours within which to procure another party or parties reasonably satisfactory to the Representatives to purchase or agree to purchase these Primary Shares or Over-Allotment Shares on the terms herein set forth. In any such case, the Representatives and the Company shall have the right to postpone the First Closing Date or any Additional Closing Date (as the case may be) for a period of not more than seven days in order that necessary changes and arrangements may be effected. If this paragraph becomes applicable and neither the non-defaulting Underwriters nor the Company shall make arrangements within the period stated for the purchase of the Primary Shares or Over-Allotment Shares that the defaulting Underwriter or Underwriters agreed to purchase, this Agreement shall terminate without liability for its on the part of any non-defaulting Underwriter to the Company or the Selling Shareholders and without liability on the part of the Company or the Selling Shareholders except as provided in Section 8. The provisions of this Section 10 shall not in any way affect the liability of any defaulting Underwriter to the Company or the Selling Shareholders arising out of the default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and each of the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Representative of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives Representative may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives Representative, the Company and the Company Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC Mallthe Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 7 8 hereof and except to the extent provided in Section 11 12 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Rule 429 Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this SectionSection 13. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedSection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent 10% of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second such Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than 10% of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC Mall, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 10 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation obligations of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and to the obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection 13, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date, as the case may be, Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second such Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or Underwriter, the Company or PC Mall, any Selling Stockholder except for the expenses to be paid by the Company and the Selling Stockholders pursuant to Section 7 section 9 hereof and except to the extent provided in Section 11 section 12 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Sectionsection 13. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholder to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC MallCompany, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof; PROVIDED that the Company shall not be required to pay the expenses of any defaulting Underwriter. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Representative of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date, as the case may be, Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second such Closing Date, as the case may be, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representatives and the Company Representative for the Xxxxxx X. Xxxxx & Co. Incorporated April 6, 2006 purchase of such Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or Underwriter, the Company or PC Mall, any Selling Shareholder except for the expenses to be paid by the Company and the Selling Shareholders pursuant to Section 7 8 hereof and except to the extent provided in Section 11 Sections 13 and 14 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company Representative shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” Underwriter includes any person substituted for an Underwriter under this Sectionsection. Nothing herein will relieve a defaulting Underwriter from liability for its default. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to take such actions as may be taken by the Company fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC Mallthe Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter one or more Underwriters default in their obligations to purchase Firm Shares or Option Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of such Shares which that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 is ten (10%) percent or less of the total aggregate number of Firm Shares which or Option Shares to be purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representative for the purchase of such Shares by other persons (who may include one or more of the nondefaulting Underwriters, including the Representative), but if no such arrangements are obligated to purchase on made by the First Closing Date or the Second related Option Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, severally in proportion to their respective commitments hereunder, hereunder to purchase the Firm Shares which or Option Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase on such datepurchase. If any Underwriter one or more Underwriters so default and with respect to an aggregate number of Shares that is more than ten (10%) percent of the aggregate number of Firm Shares with respect or Option Shares, as the case may be, to which be purchased by all of the Underwriters at such default or defaults occur is more than the above percentage time hereunder, and if arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons Representative are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the nondefaulting Underwriters, including the Representative) of the Shares with respect to which such default occurs, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or and the Company or PC Mall, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent other than as provided in Section 11 10 hereof. In the event that Shares to which a of any default relates are to be purchased by the nondefaulting one or more Underwriters or by another party or partiesas described in this Section 9, the Representatives or the Company Representative shall have the right to postpone the First Closing Date or the Second Option Closing Date, as the case may be, for not more than seven (7) business days in order that the any necessary changes may be made in the Registration Statement, Prospectus arrangements or documents for the purchase and any other documentsdelivery of the Firm Shares or Option Shares, as well as any other arrangements, the case may be effectedbe. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this SectionSection 9. Nothing herein will shall relieve a any defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to this Agreement and to the agreement and obligation obligations of the Company Trust to sell and deliver the Shares Preferred Securities hereunder, and to the obligations of each Underwriter to purchase the Shares hereunderPreferred Securities in the manner described herein, that, except as hereinafter provided in this paragraph providedSection 12, each of the Underwriters (except a defaulting Underwriter) shall purchase and pay for all Shares the Preferred Securities agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Representative of all such Shares Preferred Securities in accordance with the terms hereof. If any Underwriter or Underwriters default in its or their obligations to purchase Shares Preferred Securities hereunder on either the First Closing Date or the Second Option Closing Date, as the case may be, Date and the aggregate number liquidation amount of Shares which Preferred Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number liquidation amount of Shares which Preferred Securities the Underwriters are obligated to purchase on the First Closing Date or the Second such Closing Date, as the case may be, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Shares Preferred Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date Closing Date or Option Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which Preferred Securities such defaulting Underwriters agreed but failed to purchase on such dateClosing Date or Option Closing Date. If any Underwriter or Underwriters so default and the aggregate number liquidation amount of Shares Preferred Securities with respect to which such default or defaults occur is more greater than the above percentage and arrangements satisfactory to the Representatives and the Company Representative for the purchase of such Shares Preferred Securities by other persons person are not made within 36 thirty-six (36) hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC MallCompany, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof11. In the event that Shares If Preferred Securities to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second Option Closing Date, as the case may be, for not more than seven (7) business days in order that the necessary changes changes, if any, in the Registration Statement, Prospectus Prospectus, and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.term

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives Representatives, the Company and the Company Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC Mallthe Selling Stockholders, except for the expenses to be paid by the Company and the Selling Stockholders pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven (7) business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives and the Company and the Selling Stockholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC Mallthe Selling Stockholders, except for the expenses to be paid by the Company pursuant to Section 7 6 hereof and except to the extent provided in Section 11 10 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter one or more Underwriters default in their obligations to purchase Firm Shares or Option Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of such Shares which that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 is ten percent or less of the total aggregate number of Firm Shares which or Option Shares to be purchased by all of the Underwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representative for the purchase of such Shares by other persons (who may include one or more of the nondefaulting Underwriters, including the Representative), but if no such arrangements are obligated to purchase on made by the First Closing Date or the Second related Option Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, severally in proportion to their respective commitments hereunder, hereunder to purchase the Firm Shares which or Option Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase on such datepurchase. If any Underwriter one or more Underwriters so default and with respect to an aggregate number of Shares that is more than ten percent of the aggregate number of Firm Shares with respect or Option shares, as the case may be, to which be purchased by all of the Underwriters at such default or defaults occur is more than the above percentage time hereunder, and if arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons Representative are not made within 36 hours after such defaultdefault for the purchase by other persons (who may include one or more of the nondefaulting Underwriters, including the Representative) of the Shares with respect to which such default occurs, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or and the Company or PC Mall, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent other than as provided in Section 11 10 hereof. In the event that Shares to which a of any default relates are to be purchased by the nondefaulting one or more Underwriters or by another party or partiesas described in this Section 9, the Representatives or the Company Representative shall have the right to postpone the First Closing Date or the Second Option Closing Date, as the case may be, established as provided in Section 9 hereof for not more than seven business days in order that the any necessary changes may be made in the Registration Statement, Prospectus arrangements or documents for the purchase and any other documentsdelivery of the Firm Shares or Option Shares, as well as any other arrangements, the case may be effectedbe. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Public Offering Shares hereunder, and of each Underwriter to purchase the Public Offering Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Public Offering Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives Representative of all such Public Offering Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Public Offering Shares hereunder on the First Closing Date or the Second Closing Date, as the case may be, and the aggregate number of Public Offering Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 percent of the total number of Public Offering Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, as the case may be, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Public Offering Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Public Offering Shares which such defaulting Underwriters agreed but failed to purchase on such date. If any Underwriter or Underwriters so default and the aggregate number of Public Offering Shares with respect to which such default or defaults occur is more than the above percentage and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Public Offering Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company or PC MallCompany, except for the expenses to be paid by the Company pursuant to Section 7 hereof and except to the extent provided in Section 11 hereof. In the event that Public Offering Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, the Public Offering Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.term

Default of Underwriters. It shall be a condition to the agreement and obligation obligations of the Company and the Selling Stockholders to sell and deliver the Shares hereunder, and to the obligations of each Underwriter to purchase the Shares hereunderin the manner as described herein, that, except as hereinafter provided in this paragraph providedsection 13, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Shares hereunder on either the First Closing Date or the Second Closing Date, as the case may be, Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10 ten percent (10%) of the total number of Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second such Closing Date, as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date Closing Date the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriters agreed but failed to purchase on such dateClosing Date. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur is more greater than ten percent (10%) of the above percentage total number of Shares which the Underwriters are obligated to purchase on such Closing Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter Underwriter, the Company, any Principal Stockholder or the Company or PC Mall, any Selling Stockholder except for the expenses to be paid by the Company and the Selling Stockholders pursuant to Section 7 section 9 hereof and except to the extent provided in Section 11 section 12 hereof. In the event that Shares to which a default relates are to be purchased by the nondefaulting Underwriters or by another party or parties, the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, for not more than seven business days in order that the necessary changes in the Registration Statement, Prospectus and any other documents, as well as any other arrangements, may be effected. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Sectionsection 13. Nothing herein will relieve a defaulting Underwriter from liability for its default.