ASSET PURCHASE AGREEMENT BY AND AMONG MCRU, LLC CRUSH CREATIVE, INC. AND SHAREHOLDERS OF SELLER JULY 6, 2005Asset Purchase Agreement • August 9th, 2005 • Merisel Inc /De/ • Wholesale-computers & peripheral equipment & software • New York
THIS ASSET PURCHASE AGREEMENT, dated as of the 6th day of July 2005 (this “Agreement”), is entered into by and among MCRU, LLC, a Delaware limited liability company (the “Purchaser”), Crush Creative, Inc., a California corporation (“Seller “), and the direct and indirect shareholders of the Seller set forth on the signature pages attached hereto (each a “Shareholder” and collectively, the “Shareholders”) and Guy Claudy, in his capacity as Shareholders Representative. Merisel, Inc. has executed this Agreement for purposes of Sections 7.13 and 11.10 only.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • August 9th, 2005 • Merisel Inc /De/ • Wholesale-computers & peripheral equipment & software • New York
AMENDMENT NO. 1, dated as of August 8, 2005 (this “Amendment”), to that certain Credit Agreement, dated as of March 1, 2005, (the “Existing Credit Agreement”) among COLOR EDGE LLC (f/k/a MCEI, LLC), a Delaware limited liability company (“MCEI”), and COLOR EDGE VISUAL LLC (f/k/a MCEV, LLC), a Delaware limited liability company (“MCEV”; each of MCEI and MCEV, therein referred to as a “ Borrower” and, collectively, as the “Borrowers”), MERISEL, INC., a Delaware corporation (“Merisel”), MERISEL AMERICAS, INC., a Delaware corporation (“Merisel Americas”) and COMP 24 LLC (f/k/a MC24, LLC), a Delaware limited liability company (“MC24”; each of Merisel, Merisel Americas and MC24, a “Corporate Guarantor” and, collectively, the “Corporate Guarantors”) and AMALGAMATED BANK, a New York banking corporation (the “Lender”).
AMENDMENT AND WAIVER TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 9th, 2005 • Merisel Inc /De/ • Wholesale-computers & peripheral equipment & software • New York
THIS AMENDMENT AND WAIVER TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of August 8, 2005 is entered into by and among MCRU, LLC, a Delaware limited liability company (“the “Purchaser”), Merisel, Inc,. a Delaware corporation (the “Acquiror Parent”), Crush Creative, Inc., a California corporation (the “Seller”) and Guy Claudy in his capacity as the Shareholders Representative. Capitalized terms used but not defined in this Amendment have the meaning given such terms in the Agreement (defined below).
