Voting, Support and Redemption Agreement Sample Contracts

Contract
Voting, Support and Redemption Agreement • April 1st, 2008 • Merisel Inc /De/ • Wholesale-computers & peripheral equipment & software • Delaware

VOTING, SUPPORT AND REDEMPTION AGREEMENT (this “Agreement”) dated as of March 28, 2008, between TU HOLDINGS, INC., a Delaware corporation (“Parent”), MERISEL, INC., a Delaware corporation (the “Company”), STONINGTON CAPITAL APPRECIATION 1994 FUND, L.P., a Delaware limited partnership (“Stonington”) and PHOENIX ACQUISITION COMPANY II, L.L.C., a Delaware limited liability company (“Phoenix” and, collectively with Stonington, the “Stockholder”).

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