0000947871-11-000064 Sample Contracts

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • February 7th, 2011 • Stonington Partners Inc Ii • Services-business services, nec • New York

• Contract Type
  Registration Rights Agreement
• Filed
  February 7th, 2011
• Company
  Stonington Partners Inc Ii
• Industry
  Services-business services, nec
• Jurisdiction
  New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered as of the 4th day of January, 2011, by and among Merisel, Inc., a Delaware corporation (the “Company” or the “Registrant”) and Phoenix Acquisition Company II, L.L.C., a Delaware limited liability company (“Investor”).

AMENDMENT NO. 2 TO STOCK AND NOTE PURCHASE AGREEMENT

Stock and Note Purchase Agreement • February 7th, 2011 • Stonington Partners Inc Ii • Services-business services, nec • New York

• Contract Type
  Stock and Note Purchase Agreement
• Filed
  February 7th, 2011
• Company
  Stonington Partners Inc Ii
• Industry
  Services-business services, nec
• Jurisdiction
  New York

This AMENDMENT NO. 2 TO STOCK AND NOTE PURCHASE AGREEMENT (this “Amendment”) is made and entered as of the 4th day of January, 2011, by and among Merisel, Inc., a Delaware corporation (the “Company”), Merisel Americas, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merisel Americas”) and Phoenix Acquisition Company II, L.L.C., a Delaware limited liability company (“Phoenix”).