INDEMNIFICATION AGREEMENTIndemnification Agreement • August 26th, 2005 • Ecost Com Inc • Retail-catalog & mail-order houses • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this 25th day of August, 2005 (the “Effective Date”) by and between eCOST.com, Inc., a Delaware corporation (the “Company”), and Man-Jit Singh (the “Indemnitee”).
EXHIBIT 10.8 AMENDED AND RESTATED SUBLEASE AGREEMENT THIS AMENDED AND RESTATED SUBLEASE AGREEMENT (this "Sublease"), dated as of September 1, 2004 ("Effective Date"), is made by and between PC MALL, INC., a Delaware corporation ("Sublessor") and...Sublease Agreement • November 17th, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 15th, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • Delaware
This INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into this ____ day of _________ ___, 2004 (the "Effective Date") by and between eCOST.com, Inc., a Delaware corporation (the "Company"), and ________________ (the "Indemnitee").
EXHIBIT 10.10 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
LOAN AND SECURITY AGREEMENT by and between CONGRESS FINANCIAL CORPORATION (WESTERN) as Lender and ECOST.COM, INC. as Borrower Dated: August 3, 2004Loan and Security Agreement • August 3rd, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
This Loan and Security Agreement (this “Agreement”), dated August 3, 2004 is entered into by and between Congress Financial Corporation (Western), a California corporation (“Lender”), and ecost.com, Inc., a Delaware corporation (“Borrower”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into on , 2004, by and between eCost.com, Inc., a Delaware corporation (“eCost”), and PC Mall, Inc., a Delaware corporation (“PC Mall”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG PFSWEB, INC., RED DOG ACQUISITION CORP. AND eCOST.COM, INC. DATED AS OF NOVEMBER 29, 2005Agreement and Plan of Merger • November 30th, 2005 • Ecost Com Inc • Retail-catalog & mail-order houses • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of November 29, 2005 (this “Agreement”), by and among PFSweb, Inc., a Delaware corporation (“Parent”), Red Dog Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and eCost.com, Inc., a Delaware corporation (the “Company”).
SUBLEASE AGREEMENTSublease Agreement • July 26th, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses
THIS SUBLEASE AGREEMENT (this “Sublease”), dated as of February, 1999, is made by and between PC MALL, INC., a Delaware corporation (“Sublessor”) and ECOST.COM, INC., a Delaware corporation (“Sublessee”).
FORM OF MASTER SEPARATION AND DISTRIBUTION AGREEMENT between PC MALL, INC. and eCOST.COM, INC. Dated as of , 2004Master Separation and Distribution Agreement • July 2nd, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
This MASTER SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of , 2004, is by and between PC Mall, Inc. (“PC Mall”) and eCOST.com, Inc., a Delaware corporation (“eCOST”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
FORM OF EMPLOYEE BENEFIT MATTERS AGREEMENTEmployee Benefit Matters Agreement • July 2nd, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
THIS EMPLOYEE BENEFIT MATTERS AGREEMENT (this “Agreement”) is entered into on , 2004, by and between PC Mall, Inc., a Delaware corporation (“PC Mall”) and eCost.com, Inc., a Delaware corporation (“eCost”).
FORM OF TAX ALLOCATION AND INDEMNIFICATION AGREEMENTTax Allocation and Indemnification Agreement • July 2nd, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
This TAX ALLOCATION AND INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of , 2004, by and between PC Mall, Inc., a Delaware corporation (“PC Mall”), and eCOST.com, Inc., a Delaware corporation (“eCOST”) (each, individually a “Party,” and collectively, the “Parties”).
EXHIBIT 10.2 TAX ALLOCATION AND INDEMNIFICATION AGREEMENT THIS TAX ALLOCATION AND INDEMNIFICATION AGREEMENT (this "Agreement") is dated as of September 1, 2004, by and between PC Mall, Inc., a Delaware corporation ("PC Mall"), and eCOST.com, Inc., a...Tax Allocation and Indemnification Agreement • November 17th, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
CONSENT AND WAIVERConsent and Waiver • July 2nd, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
THIS CONSENT AND WAIVER (this “Consent”), dated as of June 18th, 2004, is entered into among GE COMMERICAL FINANCE DISTRIBUTION CORPORATION (“Lender”), and PC MALL, INC., a Delaware corporation formerly known as IdeaMall, Inc. (“PC Mall”), PC MALL SALES, INC., a California corporation formerly known as Creative Computers, Inc. (“PC Mall Sales”) ECOST.COM, INC., a Delaware corporation (“ecost”), ELINUX.COM, INC., a Delaware corporation (“eLinux”), CCIT, INC., a Delaware corporation formerly known as Creative Computers Integrated Technologies, Inc. (“CCIT”), WF ACQUISITION SUB, INC., a Delaware corporation (“WF Sub”), COMPUTABILITY LIMITED, a Delaware corporation (“Computability”), AF SERVICES, INC., a Delaware corporation (“AF Services”), PC MALL GOV, INC., a Delaware corporation (“PCMG”), SIFY, INC., a Delaware corporation formerly known as ClubMac, Inc. (“SIFY”), ONSALE, INC., a Delaware corporation (“Onsale”), AV ACQUISITION, INC., a Delaware corporation (“AV Acquisition”), MALL ACQU
EXHIBIT 10.6 INFORMATION TECHNOLOGY SYSTEMS USAGE AND SERVICES AGREEMENT THIS INFORMATION TECHNOLOGY SYSTEMS USAGE AND SERVICES AGREEMENT (this "Agreement") is entered into on September 1, 2004 by and between AF Services, Inc., a Delaware corporation...Usage and Services Agreement • November 17th, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
eCOST.com, Inc. 3,150,000 Shares of Common Stock (Plus an Option to Acquire Up to 315,000 Shares to Cover Overallotments) Underwriting AgreementEcost Com Inc • July 26th, 2004 • Retail-catalog & mail-order houses • Illinois
PC Mall, Inc.Ecost Com Inc • May 5th, 2004
This letter will confirm that PC Mall, Inc. (the “Lender”) will make a line of credit (the “Line of Credit”) available to eCOST.com, Inc. (“eCOST”) in the maximum amount of $10 million.
RECITALSEmployee Benefit Matters Agreement • November 17th, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND OTHER FINANCING AGREEMENTSLoan and Security Agreement and Other Financing Agreements • June 15th, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND OTHER FINANCING AGREEMENTS (this “Amendment”), dated as of October 31, 2002, is entered into among CONGRESS FINANCIAL CORPORATION (WESTERN), a California corporation (“Lender”), PC MALL, INC., a Delaware corporation formerly known as IdeaMall, Inc. (“PC Mall”), PC MALL SALES, INC., a California corporation formerly known as Creative Computers, Inc. (“PC Mall Sales”) ECOST.COM, INC., a Delaware corporation (“ecost”), ELINUX.COM, INC., a Delaware corporation (“eLinux”), CCIT, INC., a Delaware corporation formerly known as Creative Computers Integrated Technologies, Inc. (“CCIT”), WF ACQUISITION SUB, INC., a Delaware corporation (“WF Sub”), COMPUTABILITY LIMITED, a Delaware corporation (“Computability” and together with PC Mall, PC Mall Sales, ecost, eLinux, CCIT and WF Sub, collectively referred to herein as “Existing Borrowers”), AF SERVICES, INC., a Delaware corporation (“AF Services”), PC MALL GOV, INC., a Delaware corporation (
EMPLOYMENT AGREEMENTEmployment Agreement • December 23rd, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
This Employment Agreement (“Agreement”) is made and entered into by and between Elizabeth S.C.S. Murray (“Employee”) and eCOST.com, Inc. (“eCOST” or the “Company”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2005 • Ecost Com Inc • Retail-catalog & mail-order houses • California
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of November 8, 2005, is entered into between WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN), a California corporation formerly known as Congress Financial Corporation (Western) (“Lender”), and ECOST.COM, INC., a Delaware corporation, (“Borrower”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into on , 2004, by and between eCost.com, Inc., a Delaware corporation (“eCost”), and Frank F. Khulusi (the “Stockholder”).
FORM OF ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • July 2nd, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
THIS ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is entered into on , 2004 by and between AF Services, Inc., a Delaware corporation (“AF Services”), and eCOST.com, Inc., a Delaware corporation (“eCost”). Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Master Separation and Distribution Agreement (as defined below).
FORM OF PRODUCT SALES, INVENTORY MANAGEMENT AND ORDER FULFILLMENT AGREEMENTAnd Order Fulfillment Agreement • July 2nd, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
THIS PRODUCT SALES, INVENTORY MANAGEMENT AND ORDER FULFILLMENT AGREEMENT (this “Agreement”) is entered on , 2004, by and between AF Services, Inc., a Delaware corporation (“AF Services”), and eCOST.com, Inc., a Delaware corporation (“eCost”). Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Master Separation and Distribution Agreement (as defined below).
November 29, 2005Ecost Com Inc • November 30th, 2005 • Retail-catalog & mail-order houses • California
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • July 26th, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • Delaware
This ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is entered into as of January 1, 2003 by and between AF Services, Inc., a Delaware corporation (the “Service Provider”), and eCOST.com, Inc., a Delaware corporation (the “Company”).
PC Mall Software License AgreementMall Software License Agreement • July 2nd, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
This Software License Agreement (this “Agreement”) is effective as of February 25, 1999 (“Effective Date”) by and between PC Mall, Inc. (“PC Mall”), a Delaware corporation, and eCost.com, Inc. (“eCost”), a Delaware corporation and subsidiary of PC Mall, both with a place of business at 2555 West 190th Street, Torrance, California 90504.
FORM OF INFORMATION TECHNOLOGY SYSTEMS USAGE AND SERVICES AGREEMENTUsage and Services Agreement • July 2nd, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
THIS INFORMATION TECHNOLOGY SYSTEMS USAGE AND SERVICES AGREEMENT (this “Agreement”) is entered into on July , 2004 by and between AF Services, Inc., a Delaware corporation (“AF Services”), and eCOST.com, Inc., a Delaware corporation (“eCOST”). Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Master Separation and Distribution Agreement (as defined below).
MERCHANDISING SERVICES AGREEMENTServices Agreement • July 26th, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses
This MERCHANDISING SERVICES AGREEMENT (the “Agreement”) is entered into as of January 1, 2003, by and between The Mall Marketing, Inc., a Delaware corporation (“Merchandisor”) and eCOST.com, Inc. a Delaware corporation (“Merchandisee”).
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 2nd, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of May 31, 2004, is entered into among CONGRESS FINANCIAL CORPORATION (WESTERN), a California corporation (“Lender”), and PC MALL, INC., a Delaware corporation formerly known as IdeaMall, Inc. (“PC Mall”), PC MALL SALES, INC., a California corporation formerly known as Creative Computers, Inc. (“PC Mall Sales”) ECOST.COM, INC., a Delaware corporation (“ecost”), ELINUX.COM, INC., a Delaware corporation (“eLinux”), CCIT, INC., a Delaware corporation formerly known as Creative Computers Integrated Technologies, Inc. (“CCIT”), WF ACQUISITION SUB, INC., a Delaware corporation (“WF Sub”), COMPUTABILITY LIMITED, a Delaware corporation (“Computability”), AF SERVICES, INC., a Delaware corporation (“AF Services”), PC MALL GOV, INC., a Delaware corporation (“PCMG”), SIFY, INC., a Delaware corporation formerly known as ClubMac, Inc. (“SIFY”), ONSALE, INC., a Delaware corporation (“Onsale”), AV ACQUISITION, INC., a Del
AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • March 31st, 2005 • Ecost Com Inc • Retail-catalog & mail-order houses
THIS AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT (this “Amendment”) is made and entered into as of March 17 ,2005, between AF Services, LLC (“AF Services”), a Delaware limited liability company and successor in interest to AF Services, Inc. a Delaware corporation, and eCOST.com, Inc., a Delaware corporation (“eCost”).
EXHIBIT 10.1 MASTER SEPARATION AND DISTRIBUTION AGREEMENTMaster Separation and Distribution Agreement • November 17th, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
EXHIBIT 10.7 AF Services Software License Agreement This Software License Agreement (this "Agreement") is entered into as of September 1, 2004 (the "Effective Date") by and between AF Services, Inc. ("AF Services"), a Delaware corporation, and...Services Software License Agreement • November 17th, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
EXHIBIT 10.9 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into on September 1, 2004, by and between eCost.com, Inc., a Delaware corporation ("eCost"), and PC Mall, Inc., a Delaware corporation ("PC...Registration Rights Agreement • November 17th, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
EXHIBIT 10.4 ADMINISTRATIVE SERVICES AGREEMENT THIS ADMINISTRATIVE SERVICES AGREEMENT (this "Agreement") is entered into on September 1, 2004 by and between AF Services, Inc., a Delaware corporation ("AF Services"), and eCOST.com, Inc., a Delaware...Administrative Services Agreement • November 17th, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
CASH MANAGEMENT AGREEMENTCash Management Agreement • July 26th, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California
This CASH MANAGEMENT AGREEMENT (the “Agreement”) is entered into as of January 1, 2003 by and between AF Services, Inc., a Delaware corporation (the “Manager”), and eCOST.com, Inc. a Delaware corporation (the “Company”).
