** **

**EXHIBIT 10.28**

 

**EXECUTIONVERSION**

** **

**ASSET PURCHASEAGREEMENT**

** **

by and among

 

**LONGHORN INC.**,

 

**NEW SAHCORP.,**

 

**DOTDEALINC.,**

 

**SYSTEMAX INC.**

 

and

 

**COMPUSA INC.**

 

Dated as of January 5, 2008

 

----

 

**EXECUTIONVERSION**

** **

**ASSET PURCHASEAGREEMENT**

** **

THISASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of January 5,2008,****by and among SYSTEMAX INC.,a Delaware****corporation (“Systemax”),New SAH Corp., a Delaware****corporationand a wholly-owned subsidiary of Systemax (the “Trade Name Buyer”),DotDeal Inc., a Florida****corporationand a wholly-owned subsidiary of Systemax (the “Domain Name Buyer”, andtogether with the Trade Name Buyer, the “Internet Buyers”, and eachindividually, an “Internet Buyer”), Longhorn Inc., a Delaware****corporation and a wholly-owned subsidiaryof Systemax (the “Real Estate Buyer” and, together with the InternetBuyers, the “Buyers”), and COMPUSA INC., a Delaware corporation (the “Seller”).

 

WI T N E S S E T H

 

WHEREAS,subject to the terms and conditions hereof, the Seller desires to sell, transferand assign to the Buyers, and the Buyers desire to purchase from the Seller,certain assets of the Seller and its Subsidiaries (as defined below)(collectively, the “Seller Group”) used or held for use by the SellerGroup in connection with the operation of the Transferred Businesses (asdefined below), and the Seller desires to transfer and assign to the Buyers,and the Buyers desire to assume from the Seller certain liabilities andobligations of the Transferred Businesses as specifically provided in thisAgreement; and

 

WHEREAS,subject to the terms and conditions hereof, the Seller desires to retain andnot sell, transfer or assign to the Buyers certain assets used in connectionwith, and certain of the liabilities and obligations of, the businesses orportions of businesses conducted by the Seller Group other than the TransferredBusinesses (collectively, the “Retained Businesses”).

 

NOW,THEREFORE, in consideration of the foregoing and the respectiverepresentations, warranties, covenants and agreements set forth herein, and forother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto agree as follows:

** **

**ARTICLE 1. INTERPRETATION.**

** **

## **1.1****      **Definitions.  In addition to the terms defined elsewhereherein, the following terms, as used herein, shall have the following meaningswhen used herein with initial capital letters:

##  

“AcquiredLeases” has the meaning ascribed to such term in Section 2.1(b) hereof.

 

“AcquiredPremises” means the premises subject to any of the Acquired Leases.

 

“Affiliate”means, in relation to any Person, any other Person that directly or indirectlycontrols, that is directly or indirectly controlled by, or that is under thedirect or indirect common control of, such Person.  For purposes of this definition, “control”means, in respect of any Person, the power or authority to direct, or cause thedirection of, directly or indirectly, the

 

----

 

management, policies or actions of such otherPerson, whether through the ownership of equity securities or voting securitiesor by contract or otherwise.

 

“Agreement”has the meaning ascribed to such term in the Preamble hereof.

 

“AllocationSchedules” has the meaning ascribed to such term in Section 2.9hereof.

 

“ApplicableLaw” means all applicable provisions of all statutes, laws, rules,regulations, administrative codes, ordinances, decrees, Orders, decisions,injunctions, awards and judgments of or from Governmental Authorities.

 

“AssignedContract” means any Contract assigned to a Buyer pursuant to Section 2.1hereof.

 

“AssignedInternet Contracts” means those Contracts listed on Exhibit 2(a)(i) orExhibit 2(a)(ii).

 

“AssignedMaterial Commitment” means any AssignedContract (other than a Lease) which is material in nature or could lead to apayment or Liability by or on the part of the Seller Group in excess of$200,000 per Assigned Contract or series of related Assigned Contracts for anyone (1) year period.

 

“Assignmentand Assumption Agreement” has the meaning ascribed to such term in Section 2.7hereof.

 

“AssignmentConsent” has the meaning ascribed to such term in Section 2.10(a) hereof.

 

“AssumedInternet Liabilities” has the meaning ascribed to such term in Section 2.3(a) hereof.

 

“AssumedLiabilities” means the Assumed Internet Liabilities and the Assumed RealEstate Liabilities.

 

“AssumedReal Estate Liabilities” has the meaning ascribed to such term in Section 2.3(b) hereof.

 

“BankruptcyLaw” means the Bankruptcy Reform Act of 1978, 11 U.S.C §§ 101, *et seq*., as amended, or any other federal,state or foreign law or legal or equitable remedy relating to bankruptcy,insolvency, reorganization, liquidation, dissolution, winding up or compositionor adjustment of debts, creditors’ rights and/or the disposition of a legalestate for the benefit of creditors.

 

“Billof Sale” has the meaning ascribed to such term in Section 2.7(a) hereof.

 

“BusinessDay” means any day other than (a) a Saturday or Sunday or (b) aday on which banking institutions located in New York, New York are permittedor required by Applicable Law to remain closed.

 

2

----

 

“Business Material Adverse Effect”means an Internet Business Material Adverse Effect or a Real Estate BusinessMaterial Adverse Effect.

 

“Buyers”means the Trade Name Buyer, the Domain Name Buyer and the Real Estate Buyerand, subject to Section 10.7, any permitted assignees thereof.

 

“BuyerConfidential Information” means any Confidential Information relating tothe Purchased Assets, the Assumed Liabilities or the Transferred Businesses.

 

“BuyerGuaranteed Obligations” has the meaning ascribed to such term in Section 10.16(a) hereof.

 

“BuyerIndemnified Parties” means the Buyers and Systemax and their respectiveAffiliates and persons serving as officers, directors, partners or employeesthereof.

 

“BuyerLosses” has the meaning ascribed to such term in Section 9.2 hereof.

 

“BuyerMaterial Adverse Effect” means a material adverse effect on the ability ofthe Buyer to timely consummate the transactions contemplated by, or perform itsobligations under, this Agreement.

 

“Closing”means the Internet Closing or a Real Estate Closing.

 

“ClosingNotice” has the meaning ascribed to such term in Section 2.1(b) hereof.

 

“ClosingDate” means the Internet Closing Date or a Real Estate Closing Date.

 

“Code”means the U.S. Internal Revenue Code of 1986, as amended.

 

“ConfidentialInformation” means any information or data, whether or not in writing,pertaining to the business, financial condition, products, services, businessplans, business methodologies, business strategies, technologies, processes,trade secrets, know-how, Intellectual Property, and customer lists of theapplicable party, but shall not include (A) information which, as of thedate hereof, is published or otherwise generally available to the public, (B) informationwhich after the date hereof becomes available to the public other than throughan act or omission of a party which is in violation of the provisions hereof,or (C) information rightfully acquired from a third party that did notobtain such information pursuant to an obligation of confidentiality.

 

“Contract”means any contract, lease, license, subcontract, binding understanding, bindinginstrument, indenture, note or other agreement, whether verbal or written,including any and all amendments thereto.

 

“DomainName Buyer” has the meaning ascribed to such term in the Preamble hereofand, subject to Section 10.7, any permitted assignee thereof.

 

“DomainName Purchase Price” has the meaning ascribed to such term in Section 2.5(a) hereof.

 

3

----

 

“Effect”has the meaning ascribed to such term in the definition of Internet BusinessMaterial Adverse Effect.

 

“EnvironmentalLaws” means all applicable federal,state, county or local laws, ordinances or regulations relating to thegeneration, discharge, Release, containment, storage, transportation, disposal,assessment or cleanup of Hazardous Materials or other contaminants or similarmaterials, including the following: (1) the Comprehensive EnvironmentalResponse, Compensation and Liability Act of 1980, 42 U.S.C. §9601 et seq.; (2) theToxic Substances Control Act, 15 U.S.C. §2601 et seq.; (3) the FederalInsecticide, Fungicide and Rodenticide Act, 7 U.S.C. §136; (4) theHazardous Materials Transportation Act, 49 U.S.C. §§1801 to 1812; (5) theFederal Water Pollution Control Act, 32 U.S.C. §1251 et seq.; (6) theFederal Solid Waste Disposal Act, 42 U.S.C. §6901; (7) the Federal CleanAir Act, 42 U.S.C. §7401 et seq.; and (8) any other federal, state,county, or local statutes or implementing regulations (or any other statutes orimplementing regulations of any other Governmental Authority) relating to,regulating, or having jurisdiction over, any environmental contamination,Hazardous Material, environmental condition or Release, or over any threatof a Release.

 

“GAAP”means generally accepted accounting principles as in effect from time to timein the United States.

 

“GovernmentalAuthority” means any domestic orforeign court, government, governmental agency, authority, entity orinstrumentality.

 

“HazardousMaterial” means any pollutant, toxic substance, hazardous waste, hazardousmaterial, hazardous substance or oil or other petroleum product that could resultin the imposition of liability under any Environmental Law.

 

“IntellectualProperty” means all worldwide intellectual property rights including,without limitation, all:

 

(i)**                                    **Domestic andforeign copyrights in any work of authorship, whether registered orunregistered, including but not limited to all copyright registrations orforeign equivalent, all applications for registration or foreign equivalent,all moral rights, all common-law rights, and all rights to register and obtainrenewals and extensions of copyright registrations, together with all othercopyright interests accruing by reason of international copyright convention (“Copyrights”);

 

(ii)**                                 **Domestic andforeign trademarks, trade dress, service marks, trade names, icons, logos,slogans, and any other indicia of source or sponsorship of goods and services,designs and logotypes related to the above, in any and all forms, all trademarkregistrations and applications for registration related to such trademarks(including, but not limited to intent to use applications), and all goodwillrelated to the foregoing (“Trademarks”);

 

(iii)**                              **Domestic andforeign patents and patent applications, and all inventions, processes,methods, techniques, observations, discoveries, apparatuses, machines, designs,theories and ideas, whether or not patentable (“Patents”);

 

4

----

 

(iv)**                             **Domain nameregistrations (“Domain Names”);

 

(v)**                                **the informationand data described on Exhibit 1.1 (collectively, “Specified Data”);

 

(vi)**                             **Trade secretsand know how including, but not limited to, any formula, design, device orcompilation, or other information or know how, which is used or held for use bya business, which gives the holder thereof an advantage or opportunity foradvantage over competitors which do not have or use the same, and which is notgenerally known by the public (including, by way of example, scientific,engineering, mechanical, electrical, financial, marketing or practicalknowledge or experience useful in the operation of a business, formulae,algorithms, market surveys, market research studies, information contained ondrawings and other documents, and information relating to research, developmentor testing) (collectively, “Trade Secrets”);

 

(vii)**                          **(A) anyand all computer programs and/or software programs (including all source code,object code, firmware, programming tools and/or documentation), (B) machinereadable databases and compilations, including any and all data and collectionsof data, and (C) all content contained on Internet site(s) (collectively,“Software”);

 

(viii)**                       **allapplications, registrations, documentation and media constituting, describingor relating to the above, including memoranda, manuals, technicalspecifications, schematics, and other records wherever created throughout theworld; and

 

(ix)**                               **the right tosue for past, present, or future infringement and to collect and retain alldamages and profits related to the foregoing.

 

“IntellectualProperty Assignment Agreements” has the meaning ascribed to such term in Section 2.7(a) hereof.

 

“InternetBusiness Material Adverse Effect” any material adverse change in, ormaterial adverse effect on (any such change or effect, an “Effect”), theTransferred Internet Business, the Purchased Internet Assets or the AssumedInternet Liabilities taken as a whole; provided, however, that inno event shall any of the following, individually or in the aggregate,constitute, or be considered in determining whether there has occurred, anInternet Business Material Adverse Effect:

 

(i)**                                    **any Effectresulting from compliance with the terms and conditions of, or the taking ofany action (or any failure to act) required by, this Agreement;

 

(ii)**                                 **any Effectresulting from general economic, political or financial market conditions, orfrom any acts of war or terrorism;

 

(iii)**                              **any Effectresulting from changes in Applicable Law or GAAP or the interpretation thereof;

 

5

----

 

(iv)**                             **any Effectresulting from changes affecting the industry in which the Transferred InternetBusiness operates generally; and

 

#### (v)**                                **any Effectresulting from the announcement of the execution of this Agreement or theannouncement or pendency of the transactions contemplated hereby.

####  

“InternetBuyers” means the Trade Name Buyer and the Domain Name Buyer and, subjectto Section 10.7, any permitted assign thereof.

 

“InternetClosing” has the meaning ascribed to such term in Section 2.6(a) hereof.

 

“InternetClosing Date” has the meaning ascribed to such term in Section 2.6(a) hereof.

 

“InternetSeller Group” means the members of the Seller Group selling PurchasedInternet Assets, including, without limitation, CompUSA Holdings II Inc., aDelaware corporation.

 

“InternetTransfer Instruments” has the meaning ascribed to such term in Section 2.7(a) hereof.

 

“Knowledge”means the actual knowledge of Roman Ross, Mohammod Huda, Amy Roberts, Ed Coderand Johnnie Goodner.

 

“Lease”has the meaning ascribed to such term in Section 4.10 hereof.

 

“LeaseAssignments” has the meaning ascribed to such term in Section 2.7(b) hereof.

 

“Legal Proceeding” means any claim, action, suit,proceeding or investigation in or before any Governmental Authority, whetherbrought, initiated, asserted or maintained by a Governmental Authority or anyother Person or entity.

 

“Liabilities”means any and all liabilities, obligations, guarantees (including, withoutlimitation, lease guarantees) or commitments of any nature or kind, whetherknown or unknown, fixed, accrued, absolute or contingent, liquidated orunliquidated, matured or unmatured, including all costs and expenses relatingthereto.

 

“Lien”means any lien, mortgage, security interest, charge, claim, pledge orencumbrance of any kind.

 

“Losses”means all damages, liabilities, losses, diminution in value, Taxes, fines,penalties, costs, and expenses (including, without limitation, reasonable feesof counsel) of any kind or nature whatsoever, whether or not arising out ofthird-party claims and including, without limitation, all amounts paid in investigation,defense or settlement of the foregoing but which, for the avoidance of doubt, shall in no event be assessed at anenterprise value or other method implying a multiple of such actual losses,damages, liabilities, charges, costs and expenses.

 

“NeutralAccounting Firm” has the meaning ascribed to such term in Section 2.9.

 

6

----

 

“Non-AssignableAsset” has the meaning ascribed to such term in Section 2.10(a) hereof.

 

“OperativeAgreements” has the meaning ascribed to such term in Section 10.6hereof.

 

“Order”means any order, ruling, writ, judgment,injunction or decree.

 

“OrganizationalDocuments” means as to any Person, its certificate or articles ofincorporation, charter, by-laws or similar organizational documents, as amendedto the date hereof.

 

“Parties”means, collectively, Systemax, the Buyers and the Seller.

 

“PermittedLiens” means all (a) Liens for Taxes not yet due and payable or thatare being contested in good faith or that may thereafter be paid withoutpenalty; (b) mechanics’, carriers’, worker’s, landlord’s and other similarLiens arising or incurred in the ordinary course of business; (c) Liensthat secure obligations that are reflected as liabilities on, or that areotherwise disclosed in, the unaudited consolidated balance sheet of the SellerGroup as of September 29, 2007, and that are listed in Section 3.1(b) ofthe Seller Disclosure Schedule (the “Terminable Liens”; (d) zoning,building codes, deed restrictions and other land use laws regulating the use oroccupancy of such Purchased Assets; and (e) other imperfections of titleor encumbrances, if any, that do not in the aggregate have a Business MaterialAdverse Effect or materially interfere with any current use or occupancy of thePurchased Assets in the operation of the Transferred Businesses, taken as awhole (the “Non-Material Liens”).

 

“Person”means any natural person, firm, partnership, association, corporation, company,trust, business trust, Governmental Authority or other entity.

 

“ProprietaryRights Agreements” has the meaning ascribed to such term in Section 10.1(b) hereof.

 

“PurchasedAssets” means the Purchased Internet Assets and the Purchased Real EstateAssets.

 

“PurchasedInternet Assets” has the meaning ascribed to such term in Section 2.1(a) hereof.

 

“PurchasedReal Estate Assets” has the meaning ascribed to such term in Section 2.1(b) hereof.

 

“RealEstate Business Material Adverse Effect” means any Effect on theTransferred Real Estate Business, the Purchased Real Estate Assets or theAssumed Real Estate Liabilities taken as a whole; provided, however,that in no event shall any of the following, individually or in the aggregate,constitute, or be considered in determining whether there has occurred, a RealEstate Business Material Adverse Effect:

 

#### (i)**                                    **any Effectresulting from compliance with the terms and conditions of, or the taking ofany action (or any failure to act) required by, this Agreement;

####  

#### 7

#### 

####  

(ii)**                                 **any Effect resultingfrom general economic, political or financial market conditions, or from anyacts of war or terrorism;

 

(iii)**                              **any Effectresulting from changes in Applicable Law or GAAP or the interpretation thereof;

 

(iv)**                             **any Effectresulting from changes affecting the industry in which the Transferred RealEstate Business operates generally; and

 

#### (v)**                                **any Effectresulting from the announcement of the execution of this Agreement or theannouncement or pendency of the transactions contemplated hereby.

####  

“RealEstate Buyer” has the meaning ascribed to such term in the Preamble hereofand, subject to Section 10.7, any permitted assignee thereof.

 

“RealEstate Closing” has the meaning ascribed to such term in Section 2.6(b) hereof.

 

“RealEstate Closing Date” has the meaning ascribed to such term in Section 2.6(b) hereof.

 

“RealEstate Purchase Price” has the meaning ascribed to such term in Section 2.5(b) hereof.

 

“RealEstate Seller Group” means the members of the Seller Group sellingPurchased Real Estate Assets.

 

“RealEstate Transfer Instruments” has the meaning ascribed to such term in Section 2.7(b) hereof.

 

“Release”means any releasing, spilling, leaking,pumping, pouring, emitting, emptying, discharging, injecting, escaping,leaching, disposing or dumping into the soil, surface waters, groundwaters,land, stream sediments, surface or subsurface strata, ambient air or any otherenvironmental medium.

 

“RetainedBusinesses” has the meaning ascribed to such term in the Preamble hereof.

 

“RetainedLiabilities” has the meaning ascribed to such term in Section 2.4hereof.

 

“Seller”has the meaning ascribed to such term in the Preamble hereof.

 

“SellerConfidential Information” means any Confidential Information owned orcontrolled by the Seller or any of its Affiliates other than ConfidentialInformation relating solely to the Purchased Assets, the Assumed Liabilities orthe Transferred Businesses.

 

“SellerDisclosure Schedule” has the meaning ascribed to such term in theintroductory paragraph to Article 3 hereof.

 

“SellerGroup” has the meaning ascribed to such term in the Preamble hereof.

 

8

----

 

“SellerIndemnified Parties” means the Seller and its Affiliates and personsserving as officers, directors, partners or employees thereof.

 

“SellerLosses” has the meaning ascribed to such term in Section 9.3 hereof.

 

“SellerMaterial Adverse Effect” means a material adverse effect on the ability ofthe Seller to timely consummate the transactions contemplated by, or performits obligations under, this Agreement.

 

“SharedAssets” has the meaning ascribed to such term in Section 2.8(e) hereof.

 

“Subsidiary”of a Buyer, the Seller or any other Person means any corporation, partnershipor other legal entity of which a Buyer, Seller or such other Person, as thecase may be (either alone or through or together with any other Subsidiary),owns, directly or indirectly, more than 50% of the stock or other equityinterests the holder of which is generally entitled to vote for the election ofthe board of directors or other governing body of such corporation or otherlegal entity.

 

“Systemax”has the meaning ascribed to such term in the Preamble hereof.

 

“Taxes”means any and all taxes, charges, fees, levies or other similar assessments orliabilities, including, without limitation, income, gross receipts, ad valorem,premium, value-added, excise, real property, personal property, sales, use,services, license alternative or add-on minimum, transfer, withholding,employment, payroll and franchise taxes imposed by any Governmental Authority,and any interest, fines, penalties, assessments or additions to tax resultingfrom, attributable to or incurred in connection with any tax or any contest ordispute thereof.

 

“Threshold”has the meaning ascribed to such term in Section 9.4(a)(i)(A) hereof.

 

“TradeName Buyer” has the meaning ascribed to such term in the Preamble hereofand, subject to Section 10.7, any permitted assignee thereof.

 

“TradeName Purchase Price” has the meaning ascribed to such term in Section 2.5(a) hereof.

 

“TrademarkLicense Agreement” has the meaning ascribed to such term in Section 2.7(a) hereof.

 

“TransferInstruments” means the Real Estate Transfer Instruments and the InternetTransfer Instruments.

 

“TransferredBusinesses” means the Transferred Internet Business and the TransferredReal Estate Business.

 

“TransferredInternet Business” means the business conducted by the Seller Group in theretail and resale of personal computers and related products and services onthe Internet, including, without limitation, the Seller Group’s websitesidentified by the URLs:

 

9

----

 

CompUSA.com, Compusabusiness.com, Compusaauction.comand its auction business on Overstock.com, Ebay.com and other third partyauction sites.

 

“TransferredReal Estate Business” means the business conducted by the Seller Group inthe retail and resale of personal computers, consumer electronics and relatedproducts and services at the Acquired Premises.

 

“UnitedStates” or “U.S.” means the United States of America, itsterritories and possessions.

 

## **1.2****      **Currency.  Unless otherwise indicated, all dollaramounts referred to in this Agreement are expressed in U.S. dollars.

##  

## **1.3****      **Sections; Cross References;Headings.  Unless thecontext requires otherwise, when reference is made in this Agreement to anArticle, Section, Schedule or Exhibit, such reference shall be to an Article,Section, Schedule or Exhibit, respectively, of this Agreement.  Unless the context requires otherwise, thewords “hereof”, “hereby” and “herein” and words of similar meaning when used inthis Agreement refer to this Agreement in its entirety and not to anyparticular Section or provision of this Agreement.  The table of contents and headings containedin this Agreement are for convenience of reference only and shall not affect inany way the meaning or interpretation of this Agreement.

##  

## **1.4****      **Rules ofConstruction.

##  

### (a)**         **The Parties acknowledge thatthis Agreement is the product of negotiation between sophisticated parties, allof whom were represented by counsel, and each of whom had an opportunity toparticipate in and did participate in, the drafting of each provisionhereof.  Accordingly, ambiguities in thisAgreement, if any, shall not be construed strictly or in favor of or againstany Party but rather shall be given a fair and reasonable construction withoutregard to the rule of *contraproferentem*.

###  

### (b)**        **Whenever the context mayrequire, any pronouns used in this Agreement shall include the corresponding masculine,feminine or neuter forms, and the singular form of nouns and pronouns shallinclude the plural, and vice versa.  Thedefinitions of terms herein shall apply equally to the singular and pluralforms of the terms defined.

###  

### (c)**         **Unless the context requiresotherwise, (i) any definition of or reference to any agreement, instrumentor other document shall be construed as referring to such agreement, instrumentor other document as from time to time amended, supplemented or otherwisemodified, (ii) any reference herein to any Person shall be construed toinclude such Person’s successors and assigns and (iii) any reference toany law shall include all statutory and regulatory provisions consolidating,amending, replacing or interpreting such law.

###  

## **1.5****      **Times of Day.  Unless otherwise specified, all referencesherein to times of day shall be references to Eastern time (daylight orstandard, as applicable).

##  

## 10

----

 

 

**ARTICLE 2. PURCHASE AND SALEOF ASSETS.**

 

## **2.1****      **Sale of Assets.

##  

### (a)**         **On the Internet Closing Dateand subject to the provisions of this Agreement, the Seller shall sell,transfer and assign or shall cause its Affiliates to sell, transfer and assign,free and clear from any and all Liens (other than Permitted Liens that are notTerminable Liens), and the applicable Internet Buyer shall purchase all right,title and interest the Seller Group possesses in and to the following property,assets, and Contracts (i) to the Trade Name Buyer the properties, assetsand Contracts listed on Exhibit 2.1(a)(i) attached hereto andany benefits of any insurance coverage (to the extent transferable) related tothe foregoing properties, assets and Contracts and (ii) to the Domain NameBuyer the properties, assets and Contracts listed on Exhibit 2.1(a)(ii) attachedhereto and any benefits of any insurance coverage (to the extent transferable)related to the foregoing properties, assets and Contracts (collectively,clauses (i) and (ii), the “Purchased Internet Assets”).

###  

### (b)**        **Subject to Section 10.17hereof, within five (5) Business Days following the receipt of a requiredlandlord consent to the assignment of, or the satisfaction of a noticerequirement under, any lease identified on the “Preferred List” on  Exhibit 2.1(b)(i) attachedhereto (each, an “Acquired Lease”), the Seller shall deliver to the RealEstate Buyer one or more notices stating that such consent has been received orsuch notice requirement has been satisfied (each, a “Closing Notice”); providedthat with respect to any Acquired Lease for which no consent or notice toassignment is required, the Seller shall give the Closing Notice within ten (10) BusinessDays of the Internet Closing Date; provided, further, that in the eventSeller has not by January 31, 2008 negotiated extensions to those leaseson the Preferred List on Exhibit 2.1(b)(i) with lease expirationdates earlier than February 28, 2018, including any options to renew, toprovide for lease expiration dates of later than February 28, 2018 andotherwise on substantially the same terms as the current lease or on termsconsistent with fair market value, Real Estate Buyer shall have the option of (a) purchasingsuch leases at the amount set forth in Section 2.5(b)(i) hereto or (b) selectinga lease from the Alternate List on Exhibit 2.1(b)(i) and any leasesso selected shall be deemed to be an “Acquired Lease” in lieu of the lease forwhich Seller was unable to receive an extension or (c) so long as the RealEstate Buyer purchases no fewer than fifteen (15) leases, terminating itsobligation to purchase such lease.  EachClosing Notice shall specify the Real Estate Closing Date for the closing ofthe purchase of the applicable Acquired Lease (which Real Estate Closing Dateshall be as soon as reasonably practicable but in no event later than February 29, 2008).  On such Real Estate Closing Date and subjectto the provisions of this Agreement, the Seller shall sell, transfer and assignor shall cause its appropriate Affiliate to sell, transfer and assign to theReal Estate Buyer free and clear from any and all Liens (other than PermittedLiens that are not Terminable Liens), and the Real Estate Buyer shall purchaseall right, title and interest the Seller Group possesses in and to theproperties, assets and Contracts listed on Exhibit 2.1(b)(ii) attachedhereto and any benefits of any insurance coverage (to the extent transferable)related to the foregoing properties, assets and Contracts (collectively, the “PurchasedReal Estate Assets”).

###  

### 11

### 

###  

## **2.2****      **Retained Assets.

##  

### (a)**         **The Purchased InternetAssets shall not include any assets, rights or properties not identified in Section 2.1(a).  Without limiting the generality of theforegoing sentence and notwithstanding anything to the contrary herein, theSeller or its Affiliates shall retain all of their respective right, title andinterest in and to, and shall not, and shall not be deemed to, sell, transfer,assign, convey or deliver to the Internet Buyers, and the Purchased InternetAssets shall not, and shall not be deemed to, include, the assets, rights orproperties described in Exhibit 2.2(a) attached hereto.

###  

### (b)**        **The Purchased Real EstateAssets shall not include any assets, rights or properties not identified in Section 2.1(b).  Without limiting the generality of theforegoing sentence and notwithstanding anything to the contrary herein, theSeller or its Affiliates shall retain all of their respective right, title andinterest in and to, and shall not, and shall not be deemed to, sell, transfer,assign, convey or deliver to the Real Estate Buyer, and the Purchased RealEstate Assets shall not, and shall not be deemed to, include, the assets,rights or properties described in Exhibit 2.2(b) attachedhereto.

###  

## **2.3****      **Assumed Liabilities.

##  

### (a)**         **Upon the terms and subjectto the conditions set forth in this Agreement, the applicable Internet Buyerhereby assumes and agrees to pay, perform and discharge when due allLiabilities of the Seller Group whether arising on, prior to or after theInternet Closing Date, to the extent arising out of or relating to, or incurredin connection with any sales by the Seller with respect to the TransferredInternet Business which result in the return of merchandise in accordance withthe Seller’s return policy in effect as of the date of the sale of suchmerchandise, and all Liabilities of the Seller Group arising after the InternetClosing Date to the extent arising out of or relating to, or incurred inconnection with the Assigned Internet Contracts or any of the other PurchasedInternet Assets (collectively, the “Assumed Internet Liabilities”).  The assumption of the Assumed InternetLiabilities by the Internet Buyers shall not enlarge any rights of thirdparties under any Contract or arrangement with the Internet Buyers or theSeller, and nothing herein shall prevent any Party from contesting in goodfaith with any third party any Liability.

###  

### (b)**        **Upon the terms and subjectto the conditions set forth in this Agreement, the Real Estate Buyer herebyassumes and agrees to pay, perform and discharge when due all Liabilities ofthe Seller Group arising after any Real Estate Closing Date, to the extentarising out of or relating to, or incurred in connection with any of theAssigned Contracts relating to or any of the other Purchased Real Estate Assetstransferred on such Real Estate Closing Date (collectively, the “AssumedReal Estate Liabilities”).  Theassumption of the Assumed Real Estate Liabilities by the Real Estate Buyershall not enlarge any rights of third parties under any Contract or arrangementwith the Real Estate Buyer or the Seller, and nothing herein shall prevent anyParty from contesting in good faith with any third party any Liability.

###  

## **2.4****      **Retained Liabilities.  The Buyers do not assume, or agree to pay,perform, discharge or be responsible for, any Liability (other than AssumedLiabilities and other Liabilities for which Buyers are responsible under theterms of this Agreement) of any member 

##  

## 12

## 

##  

## ofthe Seller Group or any Affiliates or predecessors thereof, whether known orunknown, accrued, absolute, fixed, contingent, or otherwise, and whether nowexisting or hereafter arising (collectively, the “Retained Liabilities”).  Without limiting the generality of theforegoing sentence, the Assumed Liabilities shall not, and shall not be deemedto, include any of the following Liabilities:

##  

### (a)**         **any outstanding royalties,accounts payable, warranty claims, rebate obligations, gift card obligations orLiabilities relating to the employment of employees;

###  

### (b)**        **any Liabilities for Taxesrelated to the Transferred Internet Business or the Purchased Internet Assetsfor any tax period ending on or prior to the Internet Closing (or attributableto the pre-closing period for tax periods beginning before but ending after theInternet Closing Date (but only for such portions of such periods prior to theInternet Closing Date)), any Liabilities for any Taxes related to theTransferred Real Estate Business or Purchased Real Estate Assets for any taxperiod ending on or prior to its applicable Real Estate Closing (orattributable to the pre-closing period for tax periods beginning before butending after the applicable Real Estate Closing (but only for such portions ofsuch periods prior to the applicable Real Estate Closing Date)), anyLiabilities for Taxes with respect to any ongoing tax audits and any Taxesresulting from failure to comply with applicable bulk sales laws;

###  

### (c)**         **any Liabilities arising outof or resulting from (i) any legal proceeding related to the TransferredInternet Business or any Transferred Real Estate Business pending or threatenedas of the Internet Closing Date or the applicable Real Estate Closing Date,respectively, (ii) any legal proceeding related to the TransferredInternet Business or the Transferred Real Estate Business filed after theInternet Closing Date or the applicable Real Estate Closing Date, as the casemay be, relating to events occurring prior to such date or (iii) anyactual or alleged violation of any Applicable Law related to the TransferredInternet Business or Transferred Real Estate Business relating to eventsoccurring prior to the Internet Closing or the applicable Real Estate ClosingDate, respectively; and

###  

### (d)**        **any Liability for anychargeback actually deducted prior to, on or after the date hereof, to theextent such chargeback relates to a transaction which occurred prior to theInternet Closing Date (with respect to any Purchased Internet Asset) or theapplicable Real Estate Closing Date (with respect to any Purchased Real EstateAsset).

###  

## **2.5****      **Purchase Price and Payment.

##  

### (a)**         **In addition to theassumption of the Assumed Internet Liabilities, the total aggregate purchaseprice of the Purchased Internet Assets shall be the sum of Eighteen MillionNine Hundred Thousand dollars ($18,900,000). The Trade Name Buyer and theDomain Name Buyer shall deliver to the Seller their respective portions of thepurchase price of the Purchased Internet Assets (respectively, the “DomainName Purchase Price” and the “Trade Name Purchase Price”) by wiretransfer of immediately available funds, to an account or accounts designatedin writing by the Seller to the Internet Buyers, no later than 4:00 p.m.on the Internet Closing Date.

###  

### (b)**        **In addition to theassumption of the applicable Assumed Real Estate Liabilities, the totalaggregate purchase price of the Purchased Real Estate Assets with respect to 

###  

### 13

### 

###  

### eachof the Acquired Premises shall be equal to the sum of: (i) the amount setforth opposite such Acquired Premises on Exhibit 2.1(b)(i) hereto,which such amount shall be pro rated in accordance with the formula in Exhibit 2.1(b)(i) inthe event that the remaining term of such Acquired Lease is less than ten (10) yearsincluding any option to renew at substantially the same rent and conditions;and (ii) $60,000 (for each of the Acquired Premises, the “Real EstatePurchase Price”).  The Real EstateBuyer shall deliver to the Seller the applicable Real Estate Purchase Price bywire transfer of immediately available funds, to an account or accountsdesignated in writing by the Seller to the Real Estate Buyer, no later than4:00 p.m. on the applicable Real Estate Closing Date.

###  

## **2.6****      **Closing.

##  

### (a)**         **The closing of the purchaseand sale of the Purchased Internet Assets and assumption of the AssumedInternet Liabilities (the “Internet Closing”) shall be held at theoffices of Curtis, Mallet-Prevost, Colt & Mosle LLP at 101 ParkAvenue, New York, NY 10178, at 4:00 p.m. on January 9, 2008, or atsuch other date, time or place as the Parties may mutually agree (the “InternetClosing Date”).

###  

### (b)**        **The closing of the purchaseand sale of any Purchased Real Estate Assets and assumption of the applicableAssumed Real Estate Liabilities (a “Real Estate Closing”) shall be heldat the offices of Curtis, Mallet-Prevost, Colt & Mosle LLP at 101 ParkAvenue, New York, NY 10178, at 4:00 p.m. on the date set forth in theapplicable Closing Notice, or at such other date, time or place as the Partiesmay mutually agree (a “Real Estate Closing Date”).

###  

## **2.7****      **Transfer of the PurchasedAssets.

##  

### (a)**         **At the Internet Closing, thePurchased Internet Assets shall be sold, conveyed, transferred, assigned anddelivered, and the Assumed Internet Liabilities shall be assumed, pursuant totransfer and assumption agreements and such other instruments in such form asmay be necessary or appropriate to effect a conveyance of the PurchasedInternet Assets and an assumption of the Assumed Internet Liabilities in thejurisdictions in which such transfers and assumptions are to be made.  Such transfer and assumption agreements shallbe jointly prepared by the Seller and the Internet Buyer and shall include (tothe extent applicable): (i) a bill of sale in substantially the formattached hereto as Exhibit 2.7(a)(i) (the “Bill of Sale”),(ii) an assignment and assumption agreement in substantially the formattached hereto as Exhibit 2.7(a)(ii) (the “Assignment andAssumption Agreement”), (iii) assignments in substantially the formattached hereto as Exhibit 2.7(a)(iii) (the “IntellectualProperty Assignment Agreements”), (iv) a license in substantially theform attached hereto as Exhibit 2.7(a)(iv) (the “TrademarkLicense Agreement”), and (v) such other deeds, bills of sale,assignments, certificates of title, documents and other instruments of transferand conveyance as may reasonably be required to effect the purchase andassignment of the Purchased Internet Assets and the assumption of the AssumedInternet Liabilities in form and substance reasonable satisfactory to theInternet Buyers and the Seller (collectively, clauses (i) through (v), the“Internet Transfer Instruments”).

###  

### (b)**        **At any Real Estate Closing,the applicable Purchased Real Estate Assets shall be sold, conveyed,transferred, assigned and delivered, and the applicable Assumed Real EstateLiabilities shall be assumed, pursuant to transfer and assumption agreementsand such other 

###  

### 14

### 

###  

### instrumentsin such form as may be necessary or appropriate to effect a conveyance of theapplicable Purchased Real Estate Assets and an assumption of the applicableAssumed Real Estate Liabilities in the jurisdictions in which such transfersand assumptions are to be made.  Suchtransfer and assumption agreements shall be jointly prepared by the Seller andthe Real Estate Buyer and shall include (to the extent applicable): (i) aBill of Sale, (ii) an Assignment and Assumption Agreement, (iii) leaseassignments with respect to any Acquired Lease in form and substance reasonablyacceptable to Real Estate Buyer and Seller (the “Lease Assignments”) orsuch other appropriate document or instrument of transfer, as the case mayrequire, each in form and substance reasonably satisfactory to the Real EstateBuyer and the Seller, and (iv) such other deeds, bills of sale,assignments, certificates of title, documents and other instruments of transferand conveyance as may reasonably be required to effect the purchase andassignment of the applicable Purchased Real Estate Assets and the assumption ofthe applicable Assumed Real Estate Liabilities in form and substance reasonablesatisfactory to the Real Estate Buyer and the Seller (collectively, clauses (i) through(iv), the “Real Estate Transfer Instruments”).

###  

## **2.8****      **Further Assurances; SharedAssets.

##  

### (a)**         **The Parties from time totime after the Internet Closing and any Real Estate Closing and without furtherconsideration shall execute and deliver further instruments of transfer andassignment and take such other action as a Party may reasonably request to moreeffectively transfer and assign to, and vest in, the Internet Buyers thePurchased Internet Assets (excluding the Purchased Internet Assets described onExhibit 1.1 hereof) and the Assumed Internet Liabilities and theReal Estate Buyer the Purchased Real Estate Assets and the Assumed Real EstateLiabilities, as the case may be.

###  

### (b)**        **On or after a Real EstateClosing Date with respect to an Acquired Premises, and at the request of theReal Estate Buyer, the Seller shall use commercially reasonable efforts tofacilitate the transfer from a lessor of equipment to the Real Estate Buyer ofleased equipment at such Acquired Premises subject, in each case, to theassignability of the lease with respect to such equipment, the Real EstateBuyer’s assuming liabilities under any such lease, and the Real Estate Buyerpaying any expenses related to the transfer of the leased equipment and thelease.

###  

### (c)**         **The Seller shall, or shallcause its Affiliates to use commercially reasonable  efforts to obtain each landlord’s consent tothe assignment to the Real Estate Buyer of the Acquired Leases, but shall notbe required to commence judicial proceedings for a declaration that a requiredconsent has been unreasonably withheld or delayed.  The Seller shall not, and shall not permitany of its Affiliates to, (i) take any action to solicit, initiate,encourage or assist the submission of any proposal, negotiation or offer fromany person or entity other than the Real Estate Buyer to the sale of thePurchased Real Estate Assets or the assignment of the Acquired Leases or (ii) respondto any inquiry or enter into any discussions, negotiations or execute anyagreement related to the foregoing (it being understood, for the avoidance ofdoubt, that the Seller’s obligations under this Section 2.8(c) shallterminate with respect to any Purchased Real Estate Assets and/or AcquiredLease, the sale of which is terminated pursuant to Section 10.17 hereof).

###  

### (d)**        **The Internet Buyers and theSeller agree to use commercially reasonable efforts to complete the InternetTransfer Instruments following the Internet Closing, including 

###  

### 15

### 

###  

### butnot limited to the individual country trademark assignment documents necessaryto pass title to the appropriate Internet Buyer.  The Seller agrees to execute such individualcountry trademark assignment documents at its own expense, and the InternetBuyers shall be responsible for all costs associated with any legalization andrecording requirements for such assignment documents.

###  

### (e)**         **As of the date hereof,certain of the Purchased Assets are used by the Seller Group in connection withboth the Transferred Businesses and the Retained Businesses (the “SharedAssets”).  The Buyers and the Selleragree to cooperate in good faith to execute by the Internet Closing Date suchdocuments as are necessary to provide the Seller with reasonable access to, anduse of, the Shared Assets for a period of up to ninety (90) days (or up to 12months with respect to email addresses) following the Internet ClosingDate.  For one year following theInternet Closing Date (the “Initial Year”), the Seller may retain a copyof the Specified Data and shall not use the Specified Data without the consentof the Buyers (such consent not to be unreasonably withheld) other than (i) toallow the Seller to comply with tax audits and tax reporting, (ii) toallow the Seller to respond to governmental inquires and reporting requirementsand (iii) for reasonable use in connection with litigation (collectively,clauses (i) through (iii), the “Permitted Uses”); provided, however,that the Seller shall promptly notify the Buyers of any Permitted Use of theSpecified Data.  Within the Initial Yearand upon five (5) Business Days’ notice by the Buyers to the Seller, theSeller shall afford to the Buyers and their authorized personnel andrepresentatives reasonable access during normal business hours for reasonableinvestigation of the use of the Specified Data and the measures used by theSeller to secure the Specified Data.  Atthe request of the Buyers and only to the extent that it is commerciallyreasonable, the Seller shall cure any defect identified by the Buyers withrespect to the measures used by the Seller to secure the Specified Data.  In addition, within five (5) BusinessDays of the Internet Closing Date, the Seller will give to the Buyersdocumentation describing the measures used by the Seller to secure theSpecified Data and, if the Buyers reasonably object to such measures, shallmake such commercially reasonable improvements thereto that the Buyersreasonably request.  Prior to or on thefirst (1st) anniversary of the Internet Closing Date, the Sellershall store the Specified Data in, or otherwise transfer the Specified Data to,a mutually acceptable, commercially reasonable third party data security firm,escrow or similar security mechanism (a “Data Escrow”), and shallpermanently erase, purge and otherwise destroy any and all other copies of theSpecified Data.  After the first (1st)anniversary of the Internet Closing Date, the Seller may access the SpecifiedData only with the consent of the Buyers (such consent not to be unreasonablywithheld or delayed); provided, that if the Seller requires access tothe Specified Data for a Permitted Use and it is impractical to wait for theBuyers’ consent, the Seller may access the Specified Data upon five (5) BusinessDays’ notice to the applicable Data Escrow and the Buyers.  If the Buyers reasonably object to the Seller’saccess to the Specified Data within such five-Business Day period, the Partiesshall reasonably agree on reasonable terms for the Seller to access theSpecified Data.  The Seller shall not atany time use the Specified Data to send, or cause to be sent, anycorrespondence to any Person.  TheParties will take reasonable steps that are at least consistent with theindustry standard to secure the Specified Data. From and after the Internet Closing Date, the Seller and the SellerGroup shall discontinue all use of the Intellectual Property purchased by theInternet Buyers under this Agreement and neither the Seller nor any of itsAffiliates shall infringe any trademark, tradename or other IntellectualProperty transferred to the Internet Buyers hereunder; provided, however,that the 

###  

### 16

### 

###  

### Sellershall have a limited and non-exclusive right and license to use certaintrademarks and tradenames for the purpose of conducting certain aspects of theRetained Businesses for a period of up to ninety (90) days following theInternet Closing Date pursuant to the terms of the Trademark License Agreement,which license shall provide for Seller’s use of “compusa.com” email addressesthrough Buyer’s servers.  Prior to or onthe second (2nd) anniversary of the Internet Closing Date, Systemaxand each of the Buyers shall, and shall cause their Affiliates to store theSpecified Data in, or otherwise transfer the Specified Data to, a Data Escrowand permanently erase, purge and otherwise destroy all other copies of theSpecified Data, other than such data relating to any individual who hasaccepted the provisions of any privacy policy or other contract that containsterms governing the collection, receipt, use, disclosure and transfer of suchdata and that is effective after the Internet Closing Date (whether bypurchasing a product from the Internet Buyers or otherwise).

###  

## **2.9****      **Allocation of Purchase Price.

##  

### (a)**         **Within ninety (90) daysafter each of the Internet Closing and any Real Estate Closing, the InternetBuyers and the Real Estate Buyer, as applicable, shall prepare an allocation ofthe Trade Name Purchase Price and Domain Name Purchase Price and the applicableReal Estate Purchase Price (and all other capitalized costs) among thePurchased Internet Assets and the applicable Purchased Real Estate Assets,respectively, in accordance with Section 1060 of the Code (the “AllocationSchedules”).

###  

### (b)**        **If the Seller gives writtennotice to a Buyer of its dissatisfaction with an Allocation Schedule withinfifteen (15) Business Days after receipt thereof, such Buyer and the Sellershall cooperate in good faith with each other and negotiate in good faith for aperiod of ten (10) Business Days to resolve any disputed items.  If such Parties fail to agree on suchallocation, the dispute shall be submitted to an independent Big Fouraccounting firm mutually acceptable to Seller and the applicable Buyer (the “NeutralAccounting Firm”), whose decision shall be binding on all parties. TheBuyers, Systemax and the Seller shall file all Tax returns (including IRS form8594) consistently therewith (to the extent such filing is required by ApplicableLaw).  The Seller shall cooperate with aBuyer’s or Systemax’s reasonable requests in connection with the preparation bya Buyer or Systemax of the Allocation Schedules.  No Party shall take any position (whether ina Tax return or otherwise) that is inconsistent with the finally determinedAllocation Schedules, unless required to do so by Applicable Law or anyOrder.  All costs and expenses of anyindependent accountant shall be paid by the Internet Buyer or Real Estate Buyerwhich prepared the applicable Allocation Schedule; provided that the costsexpenses of the Neutral Accounting Firm shall be shared equally by theapplicable Buyer and Seller.

###  

## **2.10****                       **Non-AssignableAssets.

##  

### (a)**         **Notwithstanding anything tothe contrary contained in this Agreement, if any of the Assigned Contracts orother Purchased Assets or Assumed Liabilities (other than the Acquired Leasesor Specified Data) are not assignable, assumable or transferable (each, a “Non-AssignableAsset”) without the consent of, or waiver by, a third party (each, an “AssignmentConsent”), either as a result of the provisions thereof or of ApplicableLaw, and any of such Assignment Consents are not obtained on or prior to theapplicable Closing Date, the applicable Buyer shall discharge and perform theobligations arising under any such Non-Assignable Asset 

###  

### 17

### 

###  

### fromand after such Closing Date, to the extent provided under Section 2.3, butno Non-Assignable Asset shall be included in the Purchased Assets or AssumedLiabilities and transferred hereunder unless and until an Assignment Consent isobtained with respect thereto.

###  

### (b)**        **Following the InternetClosing Date and any Real Estate Closing Date, the Parties shall usecommercially reasonable efforts, and shall cooperate with each other, to obtainpromptly each Assignment Consent; provided, however, that neitherParty nor any of its Affiliates shall be required to pay any considerationtherefor.  Subject to Section 10.3(b),once such Assignment Consent is obtained, the Seller shall, or shall cause itsSubsidiaries to, sell, transfer and assign such Non-Assignable Asset to theapplicable Buyer for no additional consideration.

###  

### (c)**         **To the extent that anyNon-Assignable Asset cannot be provided to the applicable Buyer following aClosing pursuant to this Section 2.10, the applicable Buyer and the Sellershall use commercially reasonable efforts to enter into such arrangements(including, without limitation, subleasing, sublicensing or subcontracting) andtake such other commercially reasonable actions to provide to the applicableParties the economic (taking into account Tax costs and benefits) and, to theextent permitted under Applicable Law, operational equivalent of obtaining suchAssignment Consent and the performance by the applicable Buyer of itsobligations thereunder.  To the extentpermitted under Applicable Law, the Seller shall hold in trust for and pay tothe applicable Buyer promptly upon receipt thereof, such Non-Assignable Assetsand all income, proceeds and other monies received by the Seller to the extentrelated to any such Non-Assignable Asset in connection with the arrangementsunder this Section 2.10.  The Sellershall be permitted to set off against such amounts all direct costs andexpenses associated with the retention and maintenance of such Non-AssignableAssets.

 

**ARTICLE 3. REPRESENTATIONS ANDWARRANTIES AND DISCLOSURES OF THE SELLER WITH RESPECT TO THE PURCHASED INTERNETASSETS.**

 

Exceptas set forth herein or in the Seller’s disclosure schedule accompanying thisAgreement (the “Seller Disclosure Schedule”), the Seller represents andwarrants to the Internet Buyers as follows (with each representation andwarranty being made as of the date of this Agreement, other than those made asof a specified date, which shall be made as of such specified date):

 

## **3.1****      **Corporate Existence and Qualification of the Seller; Titleto Purchased Assets; Due Execution, Stockholders, Etc.

##  

### (a)**         **The Seller is acorporation duly organized, validly existing and in good standing under thelaws of the State of Delaware and has the requisite corporate power andauthority to conduct the business of the Transferred Internet Business throughthe Internet Closing Date and to own or lease and to operate the PurchasedInternet Assets as and in the places where such business is conducted and wherethe Purchased Internet Assets are owned, leased or operated.

###  

### (b)**        **Except as set forth in Section 3.1(b) of the Seller DisclosureSchedule, the Seller Group owns all of the Purchased Internet Assets free andclear of all Liens, other than 

###  

### 18

### 

###  

### Permitted Liens.** **The Seller and each member of the Internet Seller Group is duly qualifiedto transact business and is in good standing in jurisdictions where the natureof the properties owned or leased by it or the activities conducted by it makesuch qualifications necessary.

###  

### (c)**         **The Seller hasall requisite corporate power and authority to enter into and deliver thisAgreement and perform its obligations under this Agreement and to consummatethe transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Sellerand the consummation by the Seller of the transactions contemplated hereby havebeen duly authorized by all necessary corporate action on the part of theSeller and its shareholder.  ThisAgreement has been duly executed and delivered by the Seller and, assuming thedue authorization, execution and delivery by the Buyers and Systemax, thisAgreement constitutes the legal, valid and binding obligation of the Seller,enforceable against the Seller in accordance with its terms, subject toapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization,moratorium and similar laws affecting creditors’ rights and remedies generallyand subject, as to enforceability, to general principles of equity, including,without limitation, principles of commercial reasonableness, good faith andfair dealing (regardless of whether enforcement is sought in a proceeding atlaw or in equity).

###  

### (d)**        **Each member ofthe Internet Seller Group has all requisite corporate or other power andauthority to enter into and deliver the Internet Transfer Instruments to whichit is a party and perform its obligations thereunder and to consummate thetransactions contemplated thereby.  Theexecution, delivery and performance of such Internet Transfer Instruments byeach member of the Internet Seller Group signatory thereto and the consummationby it of the transactions contemplated thereby have been duly authorized by allnecessary corporate or other action on the part of such Person and itsshareholder.  Each Internet TransferInstrument has been duly executed and delivered by the appropriate members ofthe Internet Seller Group and, assuming the due authorization, execution anddelivery by the Internet Buyer, such Internet Transfer Instrument constitutesthe legal, valid and binding obligation of the member of the Internet SellerGroup, enforceable against such Person in accordance with its terms, subject toapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization,moratorium and similar laws affecting creditors’ rights and remedies generallyand subject, as to enforceability, to general principles of equity, including,without limitation, principles of commercial reasonableness, good faith andfair dealing (regardless of whether enforcement is sought in a proceeding atlaw or in equity).

###  

### (e)**         **The Sellerowns, directly or indirectly, all of the issued and outstanding capital stockor other equity interests in each member of the Internet Seller Group, in eachcase free and clear of any Lien and the Seller has all rights to vote andtransfer such capital stock and equity interests without restriction.

###  

## **3.2****      **No Violation.  Except as set forth in Section 3.2 of theSeller Disclosure Schedule, neither the execution and delivery by the Seller ofthis Agreement, the execution and delivery of the Internet TransferInstruments, nor the consummation by the Seller of the transactionscontemplated hereby: (i) violates or will violate any Applicable Law withrespect to the Internet Seller Group; (ii) violates or will violate anyOrder of Governmental Authority applicable to the Internet Seller Group; (iii) conflictsor will conflict with, or results or will result in a breach of or defaultunder, the Organizational Documents of any member of the Internet 

##  

## 19

## 

##  

## Seller Group; or (iv) requires any consent,authorization, or approval from, or registration or filing with, anyGovernmental Authority (not obtained or made as of the Closing Date), except forconsents that, if not so authorized, approved, registered or filed, would nothave an Internet Business Material Adverse Effect.

##  

## **3.3****      **Taxes.

##  

### (a)**         **Except for certain ongoing state sales Tax audits listed on Section 3.3(a) ofthe Seller Disclosure Schedule, no Legal Proceeding or other claim forassessment or collection of Taxes relating to or otherwise affecting thePurchased Internet Assets is currently pending or, to the Seller’s Knowledge,has been asserted against the Internet Seller Group.

###  

### (b)**        **All Tax returns required to be filed on or before the Closing Daterelating to the Purchased Internet Assets have been or will be filed on atimely basis in all jurisdictions in which such Tax returns are required to befiled (taking into account any extension of time to file granted or to beobtained on behalf of the Seller Group) and all Taxes shown as due and owing oneach such Tax return have been paid in full. All such Tax returns were correct and complete in all material respects.

###  

### (c)**         **The Seller Group has not entered into any agreement, whether or notwritten, providing for the payment of Taxes or entitlement to refunds andrelated matters with any other party relating to or otherwise affecting thePurchased Internet Assets.  None of thePurchased Internet Assets has in the past been held, and none of the PurchasedInternet Assets will immediately prior to the Internet Closing Date be held, inan arrangement for which Tax returns as a partnership have been or may befiled.

###  

### (d)**        **Other than as disclosed on Section 3.3(d) ofthe Seller Disclosure Schedule, no claim, deficiency or adjustment has beenasserted or proposed in writing against the Internet Seller Group with respectto any Tax relating to or otherwise affecting the Purchased Internet Assets.

###  

### (e)**         **The Purchased InternetAssets are free of any Tax Liens.

###  

### (f)**           **Each of the Seller and eachmember of the Internet Seller Group is a “United States Person” within themeaning of Section 7701(a)(30) of the Code of the U.S. Internal RevenueService.

###  

## **3.4****      **Compliance With Laws; Office of Foreign Assets Control.  Section 3.4 of the SellerDisclosure Schedule lists each potential violation of Applicable Law or seriesof related potential violations of Applicable Law by the Internet Seller Grouprelating to the Purchased Internet Assets as to which the aggregate Liabilityof the Internet Seller Group (with respect to each such violation or series ofrelated violations) could reasonably be expected to exceed $100,000.  The Internet Seller Group (with respect tothe Purchased Internet Assets) is not in violation of anyrequirements of Applicable Law relating to money laundering, anti-terrorism,trade embargoes and economic sanctions, including, without limitation,Executive Order 13224 (66 Fed. Reg. 49079 (Sept. 23, 2001)).

##  

## 20

## 

 

 

##  

## **3.5****      **Commitments.  Section 3.5 of the SellerDisclosure Schedule lists (i) any Contract by the Seller or the InternetSeller Group granting to any person a first-refusal, first-offer orother right to purchase or acquire or assume, directly or indirectly, theTransferred Internet Business or any of the Purchased Internet Assets, (ii) anyAssigned Material Commitment under which any party thereto is in default whichdefault is material to the Purchased Internet Assets or the TransferredInternet Business and (iii) any Assigned Material Commitment under which abreach would occur, and any Lien that would be created, due to the executionand delivery by the Seller of this Agreement or the consummation by the Sellerof the transactions contemplated hereby.

##  

## **3.6****      **IntellectualProperty.  (a)   Section 3.6(a) ofthe Seller Disclosure Schedule sets forth a list of (i) all IntellectualProperty owned by the Seller and the Internet Seller Group and relating to theTransferred Internet Business******that isfiled or registered with the United States Patent and Trademark Office, theUnited States Copyright Office, or the Trademark, Patent or Copyright office(or other Intellectual Property registration authority) of a state in theUnited States, any country or any other jurisdiction; and (ii) all Domain Names owned by the Seller and the Internet SellerGroup and relating to the TransferredInternet Business; (collectively with any material unregistered Trademarks andCopyrights owned by the Seller and the Internet Seller Group and relating to the Transferred InternetBusiness, the “Seller Owned Intellectual Property”).  The Internet Seller Group does not own anyissued Patents or applications therefor.

##  

(b)                                 There are nomaterial Contractspursuant to which any third party is authorized to use any Seller OwnedIntellectual Property, including without limitation licenses of Software and except as otherwise set forth on Section 3.6(b) of the Seller DisclosureSchedule, there are no material Contracts pursuant to which the Selleror the Internet Seller Group is licensed to use Intellectual Property owned bya third party and relating to theTransferred Internet Business including without limitation licenses ofSoftware (but not including generally available “off-the-shelf” software) (the “Third Party Licenses”; theIntellectual Property licensed pursuant to the Third Party Licenses togetherwith the Seller Owned Intellectual Property, collectively the “Seller Intellectual Property”).  To the Knowledge of the Seller, each of theThird Party Licenses is valid and enforceable against the Seller and the otherparty or parties thereto, in accordance with its terms.  To the Knowledge of the Seller, neither theSeller nor any member of the Internet Seller Group is in default in theperformance, observance or fulfillment of any material obligation, covenant orcondition contained in any Third Party License.

 

(c)                                  Except as set forth on Section 3.6(c) of the Seller DisclosureSchedule:

 

(i)                                     Seller and the Internet Seller Group ownsor is otherwise authorized or licensed to use all Seller IntellectualProperty.  The Seller IntellectualProperty is all Intellectual Property necessary for the conduct of theTransferred Internet Business as presently conducted, and is sufficient in allmaterial respects for the conduct of such Transferred Internet Business.

 

(ii)                                  To the Knowledge of the Seller, no Personis infringing upon, misappropriating, or otherwise violating the SellerIntellectual Property.  To the Knowledgeof the Seller, the use of the Seller Intellectual Property in connection withthe operation of the Transferred Internet Business as presently conducted doesnot conflict with, infringe upon or 

 

21

----

 

violate any Intellectual Property of any Person.  There are no Legal Proceedings pending, or tothe Knowledge of the Seller threatened, related to the Seller IntellectualProperty.

 

(iii)                               Except as set forth in Section 3.6(c)(iii) of the SellerDisclosure Schedule, the execution, delivery and performance of thisAgreement and the other Internet Transfer Instruments, and the consummation ofthe transaction contemplated hereby and thereby, will not, to Knowledge of theSeller, constitute a material breach of any Contract involving any SellerIntellectual Property, nor cause the forfeiture or termination of any SellerIntellectual Property.

 

(iv)                              The Seller and each member of theInternet Seller Group takes commercially reasonable efforts to maintain inconfidence, and to ensure the physical and electronic protection of, itsSoftware, technology, websites, Trade Secrets, Specified Data and otherconfidential Intellectual Property and information assets from unauthorizedaccess, disclosure, use or modification. To the Knowledge of the Seller, there has been no unauthorized access,disclosure, use or modification, or other breach of security involving anySoftware, technology, websites, Trade Secrets, Specified Data or otherConfidential Information or information assets relating to the TransferredInternet Business.  To the Knowledge ofthe Seller, all data including Specified Data that has been collected, stored,maintained or otherwise used by the Internet Seller Group and relating to theTransferred Internet Business has been collected, stored, maintained andotherwise used in accordance with Applicable Law.  Neither Seller nor any member of the InternetSeller Group has received a notice of noncompliance with or other violation ofApplicable Law relating to such data and Specified Data including without limitationapplicable data protection and privacy laws, rules and regulations.  As of the Internet Closing Date, CompUSAHoldings II Inc. will be the sole owner of the Specified Data.  Other than as set forth in this Section 3.6(c)(iv),neither Seller nor any member of the Internet Seller Group has sold,transferred, licensed or otherwise distributed the Specified Data or any otherSeller Intellectual Property to any Person prior to the Internet ClosingDate.  The Specified Data shall include,but shall not be limited to, customer names, customer mail addresses, customeremail addresses and customer purchase history of customers of the TransferredInternet Business.  Notwithstandinganything in this Agreement to the contrary, Specified Data shall not containcredit card information, social security numbers or driver’s license numbers.

 

## **3.7****      **Litigation.  Except with respect to any LegalProceedings regarding which the aggregate Liability of the Internet SellerGroup thereunder, after recovery by the Internet Seller Group of all availableinsurance proceeds with respect thereto, is reasonably expected to be less than$100,000, Section 3.7 of the Seller Disclosure Schedule lists (a) allOrders applicable to, and (b) all Legal Proceedings pending, or to theSeller’s Knowledge, threatened against, the Internet Seller Group with respectto the Transferred Internet Business.

##  

## **3.8****      **Finder’s Fee.  Neither the Seller nor any member of theInternet Seller Group has incurred or become liable for any broker’s commissionor finder’s fee relating to or in connection with the transactions contemplatedby this Agreement.

##  

## **3.9****      **No Undisclosed Liabilities.  As of the date hereof and as of the InternetClosing Date, CompUSA Holdings II Inc. has no liabilities (whether absolute,accrued, contingent or otherwise), other than (i) liabilities incurred inconnection with this Agreement and 

##  

## 22

## 

##  

## thetransactions contemplated hereby, (ii) liabilities set forth in Section 3.9of the Seller Disclosure Schedule or (iii) the Terminable Liens.

 

**ARTICLE 4. REPRESENTATIONS ANDWARRANTIES AND DISCLOSURES OF THE SELLER WITH RESPECT TO THE PURCHASED REALESTATE ASSETS.**

 

Exceptas set forth herein or in the Seller Disclosure Schedule, the Seller representsand warrants to the Real Estate Buyer as follows (with each representation andwarranty being made as of the date of this Agreement, other than those made asof a specified date, which shall be made as of such specified date):

 

## **4.1****      **Corporate Existence and Qualification of the Seller; Titleto Purchased Assets; Due Execution, Stockholders, Etc.

##  

### (a)          The Seller is acorporation duly organized, validly existing and in good standing under thelaws of the State of Delaware and has the requisite corporate power andauthority to conduct the business of the Transferred Real Estate Businessthrough the Internet Closing Date and to own or lease and to operate thePurchased Real Estate Assets as and in the places where such business isconducted and where the Purchased Real Estate Assets are owned, leased oroperated.

###  

### (b)         Exceptas set forth in Section 4.1(b) of the Seller Disclosure Schedule, theSeller Group owns all of the applicable Purchased Real Estate Assets free andclear of all Liens, other than **  **The Seller and each applicablemember of the Real Estate Seller Group is duly qualified to transact businessand is in good standing in jurisdictions where the nature of the propertiesowned or leased by it or the activities conducted by it make suchqualifications necessary.

###  

### (c)          The Seller has all requisite corporate power andauthority to enter into and deliver this Agreement and perform its obligationsunder this Agreement and to consummate the transactions contemplatedhereby.  The execution, delivery andperformance of this Agreement by the Seller and the consummation by the Sellerof the transactions contemplated hereby have been duly authorized by allnecessary corporate action on the part of the Seller and its shareholder.  This Agreement has been duly executed anddelivered by the Seller and, assuming the due authorization, execution anddelivery by the Buyer and Systemax, this Agreement constitutes the legal, validand binding obligation of the Seller, enforceable against the Seller inaccordance with its terms, subject to applicable bankruptcy, insolvency,fraudulent conveyance, reorganization, moratorium and similar laws affectingcreditors’ rights and remedies generally and subject, as to enforceability, togeneral principles of equity, including, without limitation, principles ofcommercial reasonableness, good faith and fair dealing (regardless of whetherenforcement is sought in a proceeding at law or in equity).

###  

### (d)         The Sellerowns, directly or indirectly, all of the issued and outstanding capital stockor other equity interests in each member of the Real Estate Seller Group, ineach case free and clear of any Lien and the Seller has all rights to vote andtransfer such capital stock and equity interests without restriction.

##  

## 23

## 

##  

## **4.2****      **No Violation.  Neither the execution and delivery by theSeller of this Agreement, the execution and delivery of the applicable RealEstate Transfer Instruments, nor the consummation by the Seller of thetransactions contemplated hereby: (i) violates or will violate anyApplicable Law with respect to the applicable members of the Real Estate SellerGroup; (ii) violates or will violate any Order of Governmental Authorityapplicable to the applicable members of the Real Estate Seller Group; (iii) conflictsor will conflict with, or results or will result in a breach of or defaultunder, the Organizational Documents of any applicable member of the Real EstateSeller Group; or (iv) requires any consent, authorization, or approvalfrom, or registration or filing with, any Governmental Authority (not obtainedor made as of the Closing Date), except

##  

## **4.3****      **Taxes.

##  

### (a)          Except for certain ongoing state sales Tax audits listed on Section 4.3(a) ofthe Seller Disclosure Schedule, no Legal Proceeding or other claim forassessment or collection of Taxes relating to or otherwise affecting theapplicable Purchased Real Estate Assets is currently pending or, to the Seller’sKnowledge, has been asserted against the applicable members of the Real EstateSeller Group.

###  

### (b)         All Tax returns required to be filed on or before the Closing Daterelating to the Purchased Real Estate Assets have been or will be filed on atimely basis in all jurisdictions in which such Tax returns are required to befiled (taking into account any extension of time to file granted or to beobtained on behalf of the Seller Group) and all Taxes shown as due and owing oneach such Tax return have been paid in full. All such Tax returns were correct and complete in all material respects.

###  

### (c)          The applicable members of the Real Estate Seller Group have not enteredinto any agreement, whether or not written, providing for the payment of Taxesor entitlement to refunds and related matters with any other party relating toor otherwise affecting the Purchased Real Estate Assets.  None of the Purchased Real Estate Assets hasin the past been held, and none of the Purchased Real Estate Assets willimmediately prior to the Internet Closing Date be held, in an arrangement forwhich Tax returns as a partnership have been or may be filed.

###  

### (d)         Other than as disclosed on Section 4.3(d) ofthe Seller Disclosure Schedule, no claim, deficiency or adjustment has beenasserted or proposed in writing against any applicable member of the RealEstate Seller Group with respect to any Tax relating to or otherwise affectingthe Purchased Real Estate Assets.

###  

### (e)          The Purchased Real EstateAssets are free of any Tax Liens.

###  

## **4.4****      **ComplianceWith Laws; Office of Foreign Assets Control.  Section 4.4 of the Seller DisclosureSchedule lists each potential violation of Applicable Law or series of relatedpotential violations of Applicable Law by any applicable member of the RealEstate Seller Group relating to the Purchased Real Estate Assets as to whichthe aggregate Liability of the applicable members of the Real Estate SellerGroup (with respect to each such violation or series of related violations)could reasonably be expected to exceed $100,000.  The applicable members of the 

##  

## 24

## 

##  

## Real Estate Seller Group (with respect to the PurchasedReal Estate Assets) are not in violation of any requirements of ApplicableLaw relating to money laundering, anti-terrorism, trade embargoes and economicsanctions, including, without limitation, Executive Order 13224 (66 Fed. Reg.49079 (Sept. 23, 2001)).

##  

## **4.5****      **Commitments.  Section 4.5 of the SellerDisclosure Schedule lists (i) any Contract by the Seller or the applicablemembers of the Real Estate Seller Group granting to any person afirst-refusal, first-offer or other right to purchase or acquire or assume,directly or indirectly, the Transferred Real Estate Business or any of thePurchased Real Estate Assets, (ii) any Assigned Material Commitment underwhich any party thereto is in default which default is material to thePurchased Real Estate Assets or the Transferred Real Estate Business and (iii) anyAssigned Material Commitment under which a breach would occur, and any Lienthat would be created, due to the execution and delivery by the Seller of thisAgreement or the consummation by the Seller of the transactions contemplatedhereby.

##  

## **4.6****      **IntellectualProperty.  Section 4.6 of the Seller DisclosureSchedule lists all Intellectual Property owned by the applicablemembers of the Real Estate Seller Group and relating to the Transferred RealEstate Business that is filed or registered with the United States Patent andTrademark Office, the United States Copyright Office, or the trademark orcopyright office of another country, and certain domain names registered to theapplicable members of the Real Estate Seller Group and used by the Real EstateSeller Group in connection with the Transferred Real Estate Business.

##  

## **4.7****      **Litigation.  Except with respect to any LegalProceedings regarding which the aggregate Liability of the applicable membersof the Real Estate Seller Group thereunder, after recovery by the applicablemembers of the Real Estate Seller Group of all available insurance proceedswith respect thereto, is reasonably expected to be less than $100,000, Section 4.7of the Seller Disclosure Schedule lists (a) all Orders applicable to, and (b) allLegal Proceedings pending, or to the Seller’s Knowledge, threatened against,the applicable members of the Real Estate Seller Group with respect to theTransferred Real Estate Business.

##  

## **4.8****      **Finder’s Fee.  Neither the Seller nor any of the applicablemembers of the Real Estate Seller Group has incurred or become liable for anybroker’s commission or finder’s fee relating to or in connection with thetransactions contemplated by this Agreement.

##  

## **4.9****      **Environmental Matters.  Except as disclosed in Section 4.9 ofthe Seller Disclosure Schedule or, in each case, as would not be reasonablylikely to have a Real Estate Business Material Adverse Effect:

##  

### (a)          To the Knowledge of theSeller, the applicable members of the Real Estate Seller Group have conductedthe Transferred Businesses in compliance with all Environmental Laws applicableto such members of the Real Estate Seller Group and, as of the date hereof, theapplicable members of the Real Estate Seller Group are in compliance with allEnvironmental Laws applicable to the Transferred Real Estate Business.

###  

### (b)         To the Knowledge of theSeller, the applicable members of the Real Estate Seller Group have notreceived any written notice from any Governmental Authority or any other 

###  

### 25

### 

###  

### Personof any Liability under, violation or alleged violation of any Environmental Lawapplicable to the Transferred Real Estate Business.

###  

### (c)          The applicable members ofthe Real Estate Seller Group have not received any written information request,and there are no Orders or Legal Proceedings outstanding or pending, or to theKnowledge of the Seller, threatened, relating to compliance with or anyLiability under any Environmental Law affecting the Transferred Real EstateBusiness.

###  

### (d)         To the Knowledge of theSeller, there has not been a Release of any Hazardous Material caused by theapplicable members of the Real Estate Seller Group with respect to theTransferred Real Estate Business.

###  

### **4.10       **Leases.

##  

### (a)          To Seller’s Knowledge, eachof the Leases set forth on Exhibit 2.1(b)(i) (“Leases”) is infull force and effect, none of the parties thereto is in default of any of its obligationsthereunder, and no event has occurred that, with the giving of notice orpassage of time, or both, would constitute a default thereunder.

###  

### (b)         Attached hereto as Section 4.10(b) ofthe Seller Disclosure Schedules is a true and complete list of all of theLeases, true and complete copies of which, including all amendments,supplements and modifications thereto, have been delivered to Systemax.

###  

### (c)          No brokerage commission orother compensation is payable by Seller or any member of the Real Estate SellerGroup with respect to any Lease.

###  

### (d)         Neither Seller nor anymember of the Real Estate Seller Group has made any prior assignment of aLease, or entered into any sublease, occupancy agreement, license agreement orother agreement relating to such Lease or premises leased thereby, and theapplicable Real Estate Buyer will have full, unfettered, unencumbered right touse and occupy the premises leased under such Lease.  Other than the Permitted Liens, no Lease hasbeen pledged, encumbered, hypothecated or otherwise transferred in any way.

###  

**ARTICLE 5. COVENANTS OF THESELLER.**

 

Sellerhereby makes the following covenants and agreements:

 

## **5.1****      **AuditedFinancial Information.  TheSeller shall cooperate with the Buyers’ or Systemax’s reasonable requests in connectionwith the preparation by the applicable Buyer or Systemax of any auditedfinancial information relating to the Transferred Businesses, including,without limitation, the preparation, on behalf of a Buyer or Systemax, of amanually signed accountants’ report from nationally recognized independentcertified public accountants, required to be filed by Systemax with the U.S.Securities and Exchange Commission.  Allout-of-pocket costs sustained by any Party in connection therewith, including,without limitation, such costs in connection with auditing of the financialinformation of the Transferred Businesses, shall be borne by the Buyers.

##  

## 26

## 

##  

## **5.2****      **Retained Liabilities.  As among the Buyers, Systemax and the Seller,the Seller shall pay and perform any and all of the Retained Liabilities whenand as they become due.

##  

## **5.3****      **Conduct of the Businesses.  Without limiting the foregoing, between thedate hereof and until the Internet Closing Date or a Real Estate Closing Date,as applicable, except as required or expressly permitted pursuant to the termshereof or as the applicable Buyer shall have consented to in writing inadvance, the Seller shall not, and shall not permit any of member of the SellerGroup to:

##  

### (a)          enter into, terminate,amend, modify or waive any term of any material transaction, or any clientcontract or any similar contract or arrangement with respect to the TransferredInternet Business or the Transferred Real Estate Business conducted at any ofthe Acquired Premises, as applicable; provided, however, that the Seller Groupshall be permitted to terminate, amend, modify or waive terms consistent withits plan to wind down its business and otherwise not inconsistent with theterms of this Agreement;

###  

### (b)         except as provided forherein, renew (unless requested in writing by the applicable Buyer or to extendthe term of the lease beyond ten years), terminate, amend, modify or waive anyterm of the Leases;

###  

### (c)          mortgage, pledge or subjectany of the Purchased Internet Assets or the applicable Purchased Real EstateAssets, or any part thereof, to any Lien or suffer to exist any such Lien,other than (x) Liens which shall be terminated at or before the respectiveClosing Date and (y) Permitted Liens;

###  

### (d)         perform any “going out ofbusiness sales” with respect to any of the Purchased Real Estate Assets at anyof the Acquired Premises; or

###  

### (e)          commit to do any of theforegoing.

###  

## **5.4****      **Access to Information.  From the date hereof until any Real EstateClosing, the Seller shall afford to the Real Estate Buyer and its authorizedpersonnel and representatives reasonable access during normal business hours(except as restricted by any applicable confidentiality obligations of theSeller Group) to make such reasonable investigation of the assets, properties,business and operations of the Seller and the applicable members of the RealEstate Seller Group to the extent they relate to the applicable TransferredReal Estate Business or applicable Purchased Real Estate Assets, and suchexamination of the relevant books and records of the applicable TransferredReal Estate Business as the Real Estate Buyer may reasonably request and todiscuss the affairs, finances and accounts of the applicable Transferred RealEstate Business with the personnel thereof. Any such investigation or examination shall be conducted at timesreasonably acceptable to the Seller and upon reasonable prior notice to theSeller identifying any personnel of the Seller and the applicable members ofthe Real Estate Seller Group with whom the Real Estate Buyer desires to discussthe above referenced matters.  The Sellermay designate any person to be present for any such discussion.  To the extent reasonably practical, from thedate hereof until any Real Estate Closing, the Seller shall promptly inform theReal Estate Buyer of any and all material matters that arise during such periodaffecting the 

##  

## 27

## 

##  

## businessand operations of the Seller relating to such Transferred Real Estate Businessor such Transferred Real Estate Assets.

##  

## **5.5****      **Terminable Liens.  On or prior to the Internet Closing Date, theSeller shall, or shall cause its Affiliates to, terminate all Terminable Lienson the Purchased Internet Assets.  On orprior to any Real Estate Closing Date, the Seller shall terminate allTerminable Liens on the applicable Purchased Real Estate Assets.

##  

## **5.6****      **Acquired Lease Consents.  Subject to Section 10.17 hereof, duringthe period commencing on the date of this Agreement and ending on any RealEstate Closing Date, the Seller shall act in good faith to obtain as soon asreasonably practicable any necessary consents or notices to assign the AcquiredLeases and to the extend the remaining term of such leases, to no less than tenyears from the applicable Closing Date, including any option to renew atsubstantially the same rent and conditions.

##  

## **5.7****      **Satisfaction of ConditionsPrecedent.  During theperiod commencing on the date of this Agreement and ending on the InternetClosing Date or any Real Estate Closing Date, the Seller shall act in goodfaith to satisfy, or cause to be satisfied all of the conditions precedent tothe Seller’s obligations to consummate the transactions contemplated by theInternet Closing and the applicable Real Estate Closing, respectively.

##  

## **5.8****      **Confidential Materials.  The Seller shall use commercially reasonableefforts to remove all personally identifiable, confidential and similarinformation from the Acquired Premises prior to the applicable Real EstateClosing Date.

##  

## **5.9****      **Pre-Closing Cooperation.  The Seller shall cooperate in good faith withthe Internet Buyers to provide such data and other information and to take suchother actions as reasonably requested by the Internet Buyers in order for theInternet Buyers to be able to conduct the Transferred Internet Business as ofthe Internet Closing Date.

##  

## **5.10****                       **Gift cards. As early asreasonably practicable after the Internet Closing Date, the Seller shall, orshall cause one or more of its Affiliates to, establish procedures wherebycustomers holding gift cards issued by the Seller Group prior to the datehereof may receive cash payments of amounts on account with respect to suchgift cards and use reasonable commercial efforts to provide such customers withsubstantially the same standard of service in connection with such proceduresas is provided to such customers as of the date hereof.  Such procedures shall include, establishing atoll-free phone number to provide customers with information on how to redeemsuch gift cards for cash.  The Seller orits Affiliate shall provide such toll-free number at no cost to any suchcustomer or to Real Estate Buyer and shall maintain such number for a period noless than six (6) months following February 29, 2008.  In the event any such customers for anyreason request redemption of gift cards for cash or merchandise from the RealEstate Buyer at any of the Acquired Premises, Real Estate Buyer may redeem suchgift cards by paying such customers for the amount on account with respect tosuch gift cards or by giving such customers merchandise having a price equal tosuch amount (or a combination) and shall be entitled to reimbursement from theSeller for such reimbursement;  providedthat prior to redeeming such gift cards Real Estate Buyer shall have confirmedthe validity of the gift card and the amounts owed to such customers under suchgift cards by calling the toll-free number. 

##  

## 28

## 

##  

## Atthe end of each month following the earliest Real Estate Closing until August 2008,Real Estate Buyer shall send a statement to the Seller setting forth inreasonable detail the amounts paid or delivered by the Real Estate Buyer toredeem such gift cards in such month along with the redeemed gift cards.  No later than five (5) Business Daysfollowing Seller’s receipt of such statement, Seller shall deliver to RealEstate Buyer the amount set forth on such statement in respect of valid giftcards.  Seller shall not be liable for anyredemptions by the Real Estate Buyer of any gift cards after August 31,2008.

##  

**ARTICLE 6. REPRESENTATIONS ANDWARRANTIES OF THE BUYERS.**

 

Exceptas set forth herein, each of the Buyers represents and warrants to the Selleras follows (with each representation and warranty being made as of the date ofthis Agreement, other than those made as of a specified date, which shall bemade as of such specified date):

 

## **6.1****      **CorporateExistence and Qualification of the Buyers and Systemax; Due Execution,Stockholders, Etc.

##  

### (a)          The Trade NameBuyer is a corporation duly organized, validly existing and in good standingunder the laws of Delaware and has the requisite corporate power and authorityto conduct its business and to own or lease and to operate its properties andassets as and in the places where such business is conducted and where suchproperties and assets are owned, leased or operated.  The Domain Name Buyer is a corporation dulyorganized, validly existing and in good standing under the laws of Florida andhas the requisite corporate power and authority to conduct its business and toown or lease and to operate its properties and assets as and in the placeswhere such business is conducted and where such properties and assets areowned, leased or operated.  The RealEstate Buyer is a corporation duly organized, validly existing and in goodstanding under the laws of Delaware and has the requisite corporate power andauthority to conduct its business and to own or lease and to operate itsproperties and assets as and in the places where such business is conducted andwhere such properties and assets are owned, leased or operated.  Systemax is a corporation duly organized,validly existing and in good standing under the laws of the State of Delawareand has the requisite corporate power and authority to conduct its business andto own or lease and to operate its properties and assets as and in the placeswhere such business is conducted and where such properties and assets areowned, leased or operated.

###  

### (b)         EachBuyer is duly qualified to transact business and is in good standing injurisdictions where the nature of the properties owned or leased by it or theactivities conducted by it make such qualifications necessary.

###  

### (c)          Each of theBuyers and Systemax has all requisite corporate power and authority to enterinto and deliver this Agreement and perform its obligations under thisAgreement and to consummate the transactions contemplated hereby.  The execution, delivery and performance ofthis Agreement by the Buyers and Systemax and the consummation by the Buyersand Systemax of the transactions contemplated hereby have been duly authorizedby all necessary corporate action on the part of each of the Buyers andSystemax.  This Agreement has been dulyexecuted and delivered by each of the Buyers and Systemax and, assuming the dueauthorization, execution and delivery by the Seller, this Agreement constitutesthe legal, valid 

###  

### 29

### 

###  

### and binding obligation of each of the Buyers and Systemax, enforceableagainst each of the Buyers and Systemax in accordance with its terms, subjectto applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,moratorium and similar laws affecting creditors’ rights and remedies generallyand subject, as to enforceability, to general principles of equity, including,without limitation, principles of commercial reasonableness, good faith andfair dealing (regardless of whether enforcement is sought in a proceeding atlaw or in equity).

###  

### (d)         Systemax owns,beneficially and of record, all of the outstanding shares of capital stock ofeach of the Buyers and there are no outstanding equity securities of or otherequity interests in any Buyer (other than the shares of capital stock owned bySystemax) and there are no outstanding rights, warrants or options to acquiresecurities of or other equity interests in any Buyer, and no Buyer is subjectto any obligation to issue, deliver, redeem, or otherwise acquire or retire anyshares of capital stock or other equity interests.

###  

## **6.2****      **NoViolation.  Neither the execution and delivery by theBuyers and Systemax of this Agreement or the Transfer Instruments, nor theconsummation by the Buyers and Systemax of the transactions contemplated hereby:(i) violates or will violate any Applicable Law with respect to any Buyeror Systemax; (ii) violates or will violate any Order of GovernmentalAuthority applicable to any Buyer or Systemax; (iii) conflicts or willconflict with, or results or will result in a breach of or default under, theOrganizational Documents of any Buyer or Systemax; or (iv) requires anyconsent, authorization, or approval from, or registration or filing with, anyGovernmental Authority (not obtained or made as of the Closing Date), except

##  

## **6.3****      **Finder’s Fee.  No Buyer or Systemax has incurred or becomeliable for any broker’s commission or finder’s fee relating to or in connectionwith the transactions contemplated by this Agreement.

##  

**ARTICLE 7. COVENANTS OF THEBUYERS AND SYSTEMAX.**

 

EachBuyer and Systemax hereby makes, jointly and severally, the following covenantsand agreements:

 

## **7.1****      **Post-Closing Cooperation.  Each Buyer and Systemax agrees to provide (atthe out-of-pocket expense of the Seller Group) to the Seller Group such informationas they may reasonably request (i) in connection with accounting and Taxmatters relating to the conduct of the Transferred Businesses prior to theapplicable Closing Dates, and (ii) relating to the Retained Businesseswhich remains stored after the applicable Closing Dates in the computer systemspurchased by the Buyer pursuant to this Agreement.

##  

## **7.2****      **Satisfaction of ConditionsPrecedent.  During theperiod commencing on the date of this Agreement and ending on the InternetClosing Date and any Real Estate Closing Date, the Internet Buyers and the RealEstate Buyer, respectively, shall act in good faith to satisfy, or cause to besatisfied all the conditions precedent to the Internet Buyers’ and Real EstateBuyer’s obligations to consummate the transactions contemplated by the InternetClosing and the Real Estate Closing, as applicable.

##  

## 30

## 

##  

##  

## **7.3 **Consents.  During the period commencing on the date ofthis Agreement and ending on any Real Estate Closing Date, the Real EstateBuyer and Systemax shall cooperate in good faith with the Seller to obtain anynecessary consents to assign the applicable Acquired Leases.

##  

## **7.4 **ConfidentialMaterials.  The RealEstate Buyer shall promptly return to the Seller or destroy any personallyidentifiable, confidential and similar information that is discovered by anyPerson at the Acquired Premises, and which relates to the conduct of thebusiness prior to the applicable Real Estate Closing Date.

##  

## **7.5 **Employees;Management.  The RealEstate Seller Group shall reasonably assist the Real Estate Buyer in itsefforts to review and offer employment to the employees of the Real EstateSeller Group following a Real Estate Closing including, but not limited to,sharing employee data with respect to such employees that the Real EstateSeller Group is permitted to disclose to the Real Estate Buyer under ApplicableLaw; provided, however, that the Real Estate Seller Group shallnot be obligated to share employee data that it is not permitted to share underApplicable Law with respect to any employee who has not consented to thesharing of such information.  Following aReal Estate Closing, the Real Estate Buyer shall notify the Real Estate SellerGroup of which employees it has determined to offer continued employment.

##  

## **7.6 **Domain Name.  The Internet Buyers shall not and shall notpermit any of their Affiliates to use the domain names “compusadialatech.com”, “compusadial-a-tech.com,”“compusatechpro.com,” “compusadial-a-tech.com,” “compusadialatech.com”, or URLscontaining the names “dial-a-tech” or “dialatech” alone or in combination withthe CompUSA name other than to direct the web traffic to such domain names oruniversal resource locators (URLs) to “compusa.com”.

##  

**ARTICLE 8. CONDITIONS.**

** **

## **8.1****      **Conditions to Obligations ofthe Parties.  Therespective obligations of the Parties to consummate and cause the consummationof the transactions contemplated by the Internet Closing and any Real EstateClosing are subject to the fulfillment, prior to or at the applicable Closing,of the following conditions precedent:

##  

### (a)          No Governmental Authority ofcompetent jurisdiction shall have enacted, issued, promulgated, enforced orentered any Applicable Law which is in effect on a Closing Date which has orwould have the effect of prohibiting, enjoining or restraining the consummationof the transactions contemplated by this Agreement to occur on such ClosingDate or otherwise making such transactions illegal; and

###  

### (b)         All licenses, certificates,permits, approvals, clearances, expirations, waivers or terminations ofapplicable waiting periods, authorizations, qualifications and orders of any GovernmentalAuthorities listed in Schedule 8.1(b) (if any) shall have beenobtained and shall be in full force and effect, except as would not,individually or in the aggregate, be reasonably likely to result in a BusinessMaterial Adverse Effect, a Seller Material Adverse Effect or a Buyer MaterialAdverse Effect.

###  

### 31

### 

###  

### Theforegoing conditions are for the benefit of each of the Parties and any suchcondition may be waived, in whole or in part, by any Party at or prior to theClosing, and such Party shall have the right to proceed with the transactionscontemplated hereby without waiving any other of its respective rightshereunder.

###  

## **8.2****      **Conditions to Obligations ofthe Buyers and Systemax.  Theobligation of each of the Buyers and Systemax to consummate and cause theconsummation of the transactions contemplated by the Internet Closing and anyReal Estate Closing are subject to the fulfillment, prior to or at theapplicable Closing, of the following conditions precedent:

##  

### (a)          the Seller shall haveperformed, and complied with, in all material respects the covenants andobligations required to be performed by the Seller under this Agreement withrespect to the Transferred Internet Business and the Purchased Internet Assetsor the Transferred Real Estate Business and the Purchased Real Estate Assets,as applicable, on or prior to the Internet Closing Date or a Real EstateClosing Date, as the case may be;

###  

### (b)         the representations andwarranties of the Seller contained in Article 3 and Article 4 hereofwhich are qualified by materiality or a material adverse effect shall be trueon and as of the date hereof, except for any representations and warrantiesthat are made as of a specified date, which shall be true on and as of suchdate.  All other representations andwarranties of the Seller contained in Article 3 and Article 4 hereofshall be true in all material respects on and as of the date hereof, except forany representations and warranties that are made as of a specified date, whichshall be true on and as of such date;

###  

### (c)          the Seller Group shall haveexecuted and delivered to the applicable Buyer all applicable TransferInstruments;

###  

### (d)         Gordon Brothers Group, LLC,a Delaware limited liability company, shall have executed and delivered to theDomain Name Buyer the letter agreement in the form attached hereto as Exhibit 8.2(d) relatedto the covenant set forth in Section 5.10 hereto;

###  

### (e)          the Seller Group shall havereceived, in form and substance reasonably satisfactory to the applicableBuyer, all Assignment Consents required to be obtained in connection with thetransactions contemplated by such Internet Closing or Real Estate Closing, asthe case may be, except where the failure to obtain any such AssignmentConsents would not, individually or in the aggregate, be reasonably likely toresult in an Internet Business Material Adverse Effect or a Real EstateBusiness Material Adverse Effect, as applicable;

###  

### (f)            in connection with any RealEstate Closing, the Seller shall have delivered to the Real Estate Buyer theapplicable Closing Notice; and

###  

### (g)         termination letters in theform attached hereto as Exhibit 8.2(g) with respect to thetermination of all Terminable Liens on the Purchased Internet Assets or the PurchasedReal Estate Assets, as applicable, shall have been duly executed by thelienholder and delivered to the applicable Buyer.

###  

### 32

### 

###  

The foregoing conditions are for the exclusivebenefit of each of the Buyers and Systemax and any such condition may bewaived, in whole or in part, by the Buyers and Systemax at or prior to theClosing, and the Buyers and Systemax shall have the right to proceed with thetransactions contemplated hereby without waiving any of their other rightshereunder.

 

## **8.3****      **Conditions to Obligations ofthe Seller.  Theobligation of Seller to consummate and cause the consummation of thetransactions contemplated by the Internet Closing and any Real Estate Closingare subject to the fulfillment, prior to or at the applicable Closing, of thefollowing conditions precedent:

##  

### (a)                                  each Buyer andSystemax shall have performed, and complied with, in all material respects thecovenants and obligations required to be performed by such Buyer or Systemaxunder this Agreement with respect to the Transferred Internet Business and thePurchased Internet Assets or the Transferred Real Estate Business and thePurchased Real Estate Assets, as applicable, on or prior to the InternetClosing Date or a Real Estate Closing Date, as the case may be;

###  

### (b)         the representations andwarranties of the Buyers contained in Article 6 hereof which are qualifiedby materiality or a material adverse effect shall be true on and as of the datehereof, except for any representations and warranties that are made as of aspecified date, which shall be true on and as of such date.  All other representations and warranties ofthe Buyers contained in Article 6 hereof shall be true in all materialrespects on and as of the date hereof, except for any representations andwarranties that are made as of a specified date, which shall be true on and asof such date;

###  

### (c)          the applicable Buyer shallhave executed and delivered to the Seller all applicable Transfer Instruments;

###  

### (d)         the Trade Name Buyer shallhave delivered or caused to be delivered the Trade Name Purchase Price, theDomain Name Buyer shall have delivered or caused to be delivered the DomainName Purchase Price or the Real Estate Buyer shall have delivered or caused tobe delivered the applicable Real Estate Purchase Price, as the case may be; and

###  

### (e)          Systemax shall have executedand delivered to the Seller the letter agreement substantially in the formattached hereto as Exhibit 8.3(e).

###  

The foregoing conditions are for the exclusivebenefit of the Seller and any such condition may be waived, in whole or inpart, by the Seller at or prior to the applicable Closing, and the Seller shallhave the right to proceed with the transactions contemplated hereby withoutwaiving any of its other rights hereunder.

 

**ARTICLE 9. INDEMNIFICATION.**

** **

## **9.1****      **Survival ofWarranties.

##  

### (a)          Subject to Section 9.1(b) below,(i) the representations and warranties of the Seller in Article 3 andArticle 4 of this Agreement shall survive the Internet Closing Date andthe applicable Real Estate Closing Date, respectively, for one year and (ii) therepresentations and

###  

### 33

### 

###  

### warrantiesof the Internet Buyers and the Real Estate Buyer in Article 6 hereof shallsurvive the Internet Closing Date and the applicable Real Estate Closing Date,respectively, for one year. Notwithstanding the foregoing, if prior to the end of such period, aspecific state of facts shall have become known which may constitute or giverise to a claim for which indemnity may be payable pursuant hereto, and theindemnified party shall have given written notice of such facts to theindemnifying party prior to such date of expiration, then the right toindemnification with respect thereto shall remain in effect until such mattershall have been finally determined and disposed of, and any indemnification duein respect thereof shall have been paid.

###  

### (b)         The right to indemnificationhereunder by a Buyer Indemnified Party relating to any breach of Sections 3.1and 4.1 (Corporate Existence andQualification of the Seller; Title to Purchased Assets; Due Execution,Stockholders, Etc.) or 3.3 and 4.3 (Taxes) shall expire on the datewhich is ninety (90) calendar days after the expiration of the applicablestatutes of limitations relating to such breach.  The right to indemnification hereunder by aSeller Indemnified Party relating to any breach of Section 6.1 (Corporate Existence and Qualification of theBuyer and Systemax; Due Execution, Stockholders, Etc.) shall expire onthe date which is ninety (90) calendar days after the expiration of theapplicable statutes of limitations relating to such breach.  The right to indemnification hereunder by aSeller Indemnified Party with respect to the matters set forth in Section 9.3(e) shallexpire on the date which is ninety (90) calendar days after the expiration ofthe applicable statutes of limitations relating to such matters.

###  

## **9.2****      **Indemnification by theSeller.  The Seller agrees to indemnifyand hold the Buyer Indemnified Parties harmless from and against any Losseswhich may be sustained or suffered by any of them arising out of or based uponany of the following matters (the “Buyer Losses”):

##  

### (a)          any breach of anyrepresentation or warranty made by the Seller in Sections 3.1 through 3.4, 4.1through 4.4, 4.9 and 4.10 of this Agreement;

###  

### (b)         any breach of anyrepresentation or warranty made by the Seller in Sections 3.5 through 3.8 and4.5 through 4.8 of this Agreement;

###  

### (c)          any fraud or any knowing anddeliberate breach (any such breach to be proven by clear and convincingevidence) by the Seller with respect to any of their representations orwarranties in this Agreement or in any certificate or schedule delivered by theSeller pursuant hereto;

###  

### (d)         any breach by the Seller ofany agreement or covenant set forth in this Agreement other than as set forthin Sections 5.2 and 5.10 hereof;

###  

### (e)          any failure by the Seller toperform the covenants set forth in Sections 5.2 and 5.10 hereof;

###  

### (f)            any breach of anyrepresentation or warranty made by the Seller in Section 3.9 of thisAgreement

###  

### 34

### 

###  

### (g)         any use of retainedSpecified Data by the Seller in violation of the restrictions set forth in Section 2.8(e).

###  

## **9.3****      **Indemnification by theBuyers and Systemax.  Each of theBuyers and Systemax jointly and severally agree to indemnify and hold theSeller Indemnified Parties harmless from and against any Losses which may besustained or suffered by any of them arising out of or based upon any of thefollowing matters (the “Seller Losses”):

##  

### (a)          any breach of anyrepresentation or warranty made by a Buyer or Systemax in Article 6 ofthis Agreement;

###  

### (b)         any fraud or any knowing anddeliberate breach (any such breach to be proven by clear and convincingevidence) by a Buyer or Systemax with respect to any of their representationsor warranties in this Agreement or in any certificate or schedule delivered bya Buyer or Systemax pursuant hereto;

###  

### (c)          any breach by a Buyer orSystemax of any agreement or covenant set forth in this Agreement;

###  

### (d)         any failure by a Buyer orSystemax to perform and discharge any Assumed Liabilities as set forth in thisAgreement; and

###  

### (e)          the sale, transfer orassignment to any Buyer of, or any Buyer’s or any of its affiliates’ acceptanceof, access to or use of, Specified Data; notwithstanding anything to thecontrary in this Agreement, the Seller is not obligated to indemnify or holdany Buyer Indemnified Party harmless from and against any Losses which may besustained or suffered by any Buyer Indemnified Party arising out of or basedupon the sale, transfer or assignment to any Buyer of, or any Buyer’sor any ofits affiliates’ acceptance of, access to or use of, Specified Data.

###  

## **9.4****      **Limits onIndemnification.  Notwithstandinganything contained herein to the contrary,

##  

### (a)   (i)  (A) theSeller shall not have any liability under Sections 9.2(a), 9.2(d) or 9.2(g) untilthe amount of indemnifiable Buyer Losses under such Sections, in the aggregate,exceeds Five Hundred Thousand dollars ($500,000) (the “Threshold”), atwhich time the total amount of such Buyer Losses shall be recoverable hereunderand (B) the Seller shall not have any liability under Section 9.2(b) untilthe amount of indemnifiable Buyer Losses thereunder, in the aggregate, exceedsTwo Million dollars ($2,000,000), and (ii) no Buyer or Systemax shall haveany liability under Sections 9.3(a) or 9.3(c) of this Agreement untilthe amount of indemnifiable Seller Losses thereunder, in the aggregate, exceedsthe Threshold, at which time the total amount of such Seller Losses shall berecoverable hereunder;

###  

### (b)         the aggregate obligations ofthe Buyers and Systemax to indemnify, defend and hold the Seller IndemnifiedParties harmless for indemnification claims made pursuant to Section 9.3(e) afterthe second anniversary of the Internet Closing Date shall be limited to TenMillion dollars ($10,000,000) (the “Indemnity Cap Amount”); provided,that the Indemnity Cap

###  

### 35

### 

###  

### Amountshall not apply unless, on or before the second (2nd) anniversary ofthe Internet Closing Date, Systemax and each of the Buyers have, and havecaused their Affiliates to, store the Specified Data in, or otherwise transferthe Specified Data to, a Data Escrow and permanently erase, purge and otherwisedestroy all other copies of the Specified Data, other than such data relatingto any individual who has accepted the provisions of any privacy policy orother contract that contains terms governing the collection, receipt, use,disclosure and transfer of such data and that is effective after the InternetClosing Date (whether by purchasing a product from the Internet Buyers orotherwise).

###  

### (c)          any indemnification paymentsrequired to be made pursuant to this Agreement shall be reduced by anyinsurance proceeds actually received by the indemnified party with respect tothe item giving rise to the indemnification payment.  Upon the making of the full amount of the applicableindemnification payment to the indemnified party, the indemnifying party shallbe subrogated to the rights of the indemnified party, up to the amount of suchindemnification payment, to claim any insurance proceeds not yet recovered bythe indemnified party with respect to the item which gave rise to theindemnification payment; and

###  

### (d)         in the event that any BuyerIndemnified Party has the right to indemnity with respect to any Buyer Lossesunder Section 9.2, the Seller shall have no liability to indemnify anyBuyer Indemnified Party more than once with respect to any such Buyer Lossesnor shall the Seller have any liability to indemnify more than one BuyerIndemnified Party for the same Buyer Losses.

###  

## **9.5****      **Notice; Defense of Claims.  An indemnified party may make claims forindemnification hereunder by giving written notice thereof to the indemnifyingparty within the period in which indemnification claims can be madehereunder.  If indemnification is soughtfor a claim or liability asserted by a third party, the indemnified party shallalso give written notice thereof to the indemnifying party promptly after itreceives notice of the claim or liability being asserted, but the failure to doso shall not relieve the indemnifying party from any liability except to theextent that it is materially prejudiced by the failure or delay in giving suchnotice.  Such notice shall summarize thebases for the claim for indemnification and any claim or liability beingasserted by a third party.  Within thirty(30) days after receiving such notice the indemnifying party shall give writtennotice to the indemnified party stating whether it disputes the claim forindemnification and whether it will defend against any third party claim orliability at its own cost and expense. If the indemnifying party fails to give notice that it disputes anindemnification claim within thirty (30) days after receipt of notice thereof,it shall be deemed to have accepted and agreed to the claim, which shall becomeimmediately due and payable.  Theindemnifying party (provided such indemnifying party acknowledges itsobligation to indemnify if adversely determined) shall be entitled to directthe defense against a third party claim or liability with counsel selected byit as long as the indemnifying party is conducting a good faith and diligentdefense.  If the named parties to theaction or proceeding include both the indemnifying party and the indemnifiedparty and representation of both parties by the same counsel would be inappropriateunder applicable standards of professional conduct, the indemnified party mayengage separate counsel at the expense of the indemnifying party.  The indemnifying party shall have the rightto compromise or settle any such dispute if such settlement includes anunconditional release of all claims against the indemnified party.  If such settlement does not include anunconditional release of all claims against the indemnified party,

##  

## 36

## 

##  

## thesettlement shall be subject to the prior written consent of the indemnifiedparty (which consent shall not be unreasonably withheld, delayed orconditioned).  If no such notice ofintent to dispute and defend a third party claim or liability is given by theindemnifying party, or if such good faith and diligent defense is not being orceases to be conducted by the indemnifying party, the indemnified party shallhave the right, at the expense of the indemnifying party, to undertake thedefense of such claim or liability (with counsel selected by the indemnified party),and to compromise or settle it, exercising reasonable business judgment.  If the third party claim or liability is onethat by its nature cannot be defended solely by the indemnifying party, thenthe indemnified party shall make available such information and assistance asthe indemnifying party may reasonably request and shall cooperate with theindemnifying party in such defense, at the expense of the indemnifying party.

##  

## **9.6****      **Exclusive Remedy.  After the Internet Closing Date, theindemnification provisions set forth in this Article 9 shall constitutethe exclusive remedies of the parties with respect to any breach of therepresentations, warranties, agreements, covenants and obligations set forthherein or in any certificate or schedule delivered by any party pursuant hereto(other than injunctive or other equitable relief), and with respect to any andall claims arising from or relating to any of the foregoing; provided, however,that nothing in this Section 9.6 shall limit in any way any claims broughtby any party based on fraud or knowing and deliberate breach (any such breachto be proven by clear and convincing evidence).

##  

## **9.7****      **Indemnification by the PriorOwners.  The Seller agrees to promptlypay, or cause to be paid, to the applicable Buyer by wire transfer ofimmediately available funds, to such account or accounts designated in writingby Systemax to the Seller, any amounts received by Specialty Equity, LLC, aDelaware limited liability company (“Specialty Equity”) or any of itsAffiliates, pursuant to the Stock Purchase Agreement, dated December 7,2007, among Specialty Equity, and the former stockholders of CompUSA Inc. (the “StockPurchase Agreement”), solely to the extent that such amounts were recoveredby the Seller under Article VIII (Indemnification) of the Stock PurchaseAgreement and such amounts were paid in respect of claims with respect to thePurchased Internet Assets or the applicable Purchased Real Estate Assets.  The Seller shall cooperate in good faith withthe Buyers and Systemax to cause to be made any claim for indemnification underthe Stock Purchase Agreement which relates to the Purchased Internet Assets orthe Purchased Real Estate Assets.  Anyallocation of amounts received pursuant to the Stock Purchase Agreement betweenthe Transferred Businesses and the Retained Businesses shall be made by theSeller in good faith.

##  

**ARTICLE 10. MISCELLANEOUS.**

** **

## **10.1****                       **Confidentiality.

##  

### (a)          Terms of the Agreement.  The terms of this Agreement shall beconsidered Confidential Information of all Parties; provided, that,notwithstanding anything herein to the contrary, any Party may disclose theterms of this Agreement and file a copy of this Agreement with appropriateregulatory authorities to the extent necessary to comply with any obligation itmay have under any Applicable Law.

 

37

----

 

###  

###  

### (b)         Seller Obligations.  Following the Internet Closing Date, theSeller shall not disclose to any third party any Buyer ConfidentialInformation, and shall exercise commercially reasonable efforts (at the expenseof the Buyers) to enforce, and cause any of its existing or future Affiliatesto enforce, any agreements with their respective employees or consultantsrelating to confidentiality and assignment of inventions (such agreements, “ProprietaryRights Agreements”) with respect to Buyer Confidential Information.

###  

### (c)          Buyer and SystemaxObligations. Following the Internet Closing Date, no Buyer orSystemax shall disclose to any third party any Seller Confidential Information,and each of the Buyers and Systemax shall exercise commercially reasonable efforts(at the expense of the Seller) to enforce, and cause any their existing orfuture Affiliates to enforce, any Proprietary Rights Agreements with theirrespective employees or consultants with respect to Seller ConfidentialInformation.

###  

### (d)         Permitted Disclosure.  Notwithstanding the foregoing, the Seller maydisclose Buyer Confidential Information, and a Buyer or Systemax may discloseSeller Confidential Information in a Legal Proceeding or to a government orother regulatory agency (including, without limitation, any securitiesregulatory agency or stock exchange) to the extent necessary to comply with anyApplicable Law; provided that such party provides to the owner of suchConfidential Information prior notice of the intended disclosure and shall permitthe owner of such Confidential Information to intervene therein to protect itsinterests in its Confidential Information, and provide full cooperation andassistance to such owner in seeking to obtain such protection.

###  

## **10.2****                       **Bulk Sales Law.  Each of the Buyers hereby waives complianceby the Seller with the provisions of any applicable bulk sales law inconnection with the transfer of the Purchased Assets under this Agreement.

##  

## **10.3****                       **Fees andExpenses.

##  

### (a)          Each of the Parties willbear its own fees and expenses in connection with the negotiation and theconsummation of the transactions contemplated by this Agreement, including,without limitation, legal, accounting, finders/brokers or other professionalfees and expenses.

###  

### (b)         The Internet Buyers and the applicableReal Estate Buyer will pay all Taxes or expenses (including, withoutlimitation, reasonable attorneys’ fees) incurred subsequent to the InternetClosing and a Real Estate Closing, in connection with the transfer of thePurchased Internet Assets and the applicable Purchased Real Estate Assets,respectively, to the applicable Buyer as contemplated by this Agreement,including, without limitation, all sales, use, excise, and other transfer taxesand similar charges applicable to such transfer, and all expenses applicable tothe recordation of any instruments of transfer (including, without limitation,expenses in connection with the recordation of any Intellectual PropertyAssignment Agreements); notwithstanding the foregoing, the Internet Buyer and theapplicable Real Estate Buyer shall not be obligated to pay Taxes accrued as ofthe Internet Closing Date and the applicable Real Estate Closing Date,respectively, which are Retained Liabilities, including 

###  

### 38

### 

###  

### withoutlimitation any sales tax payable as a result of any failure to comply withsales tax or bulk sales transfer tax.

###  

## **10.4****                       **Governing Law.  This Agreement shall be construed under andgoverned by the laws of the State of New York.

##  

## **10.5****                       **Notices.  Any notice, request, demand or othercommunication required or permitted hereunder shall be in writing and shall bedeemed to have been given (i) if delivered personally or sent by facsimiletransmission (receipt acknowledged), upon delivery, (ii) if sent by anationally recognized overnight courier, properly addressed with postageprepaid, on the next business day, or (iii) if sent by registered orcertified mail, upon the sooner of the date on which receipt is acknowledged orthe expiration of three (3) days after deposit in United States postoffice facilities properly addressed with postage prepaid.  All notices to a party will be sent to theaddresses set forth below or to such other address or person as such party maydesignate by notice to each other party hereunder:

##  

| TO A BUYER       |   |                                               |
|------------------|--------|----------------------------------------------------|
| OR SYSTEMAX:     |   | Systemax Inc.                                      |
|             |   | 11 Harbor Park Drive                               |
|             |   | Port Washington, NY 11050                          |
|             |   | Attention: Richard Leeds,  Chairman and CEO        |
|             |   | Facsimile: (516) 608-3501                          |
|             |   |                                               |
| With a copy to:  |   | Systemax Inc.                                      |
|             |   | 11 Harbor Park Drive                               |
|             |   | Port Washington, NY 11050                          |
|             |   | Attention:  Curt Rush, General Counsel             |
|             |   | Facsimile:  (516) 625-0038                         |
|             |   |                                               |
| TO  THE SELLER:  |   | CompUSA  Inc.                                      |
|             |   | c/o  Gordon Brothers Group, LLC                    |
|             |   | 101 Huntington Avenue, 10th  Floor                 |
|             |   | Boston,  MA 02199                                  |
|             |   | Attn:  Billy Weinstein                             |
|             |   | Facsimile:  (617) 422-6211                         |
|             |   |                                               |
| With  a copy to: |   | Curtis,  Mallet-Prevost, Colt & Mosle LLP |
|             |   | 101  Park Avenue                                   |
|             |   | New  York, New York 10178                          |
|             |   | Attn:  Steven J. Reisman, Esq.                |
|             |   | Facsimile:  (212) 697-1559                         |

 

Anynotice given hereunder may be given on behalf of any Party by its counsel orother authorized representatives.

 

## **10.6       **EntireAgreement.  ThisAgreement, together with the Seller Disclosure Schedule, the TransferInstruments and the other Schedules and Exhibits referred to herein and 

##  

## 39

## 

##  

## theother documents specifically identified herein or contemplated hereby(collectively, the “Operative Agreements”), reflects the entireagreement of the Parties with respect to its subject matter, and supersedes allprevious written or oral negotiations, commitments and writings relatingthereto.  No promises, representations,understandings, warranties and agreements have been made by any of the Partieshereto except as referred to herein or in such Schedules and Exhibits or in suchother documents; and all inducements to the making of this Agreement reliedupon by the Parties have been expressed herein or in such Schedules or Exhibitsor in such other documents.

##  

## **10.7****                       **Assignability;Binding Effect.  Neitherthis Agreement nor any of the rights, interests or obligations under thisAgreement may be assigned or delegated, in whole or in part, by operation oflaw or otherwise, by any of the Parties without the prior written consent ofthe other Parties (such consent not to be unreasonably withheld) and any suchassignment without such prior written consent shall be null and void.  Subject to the preceding sentence, thisAgreement shall be binding upon, inure to the benefit of, and be enforceable by,the Parties and their respective successors and permitted assigns.  Notwithstanding the foregoing, a Buyer mayassign this Agreement to an Affiliate thereof so long as such assignment doesnot result in any Liability or any material detriment to the Seller (it beingunderstood that any assignment which results in such Liability or materialdetriment shall be null and void).

##  

## **10.8****                       **Severability.  Any provision of this Agreement that isdeemed invalid, illegal or unenforceable in any jurisdiction shall, as to thatjurisdiction and subject to this Section 10.8, be ineffective to theextent of such invalidity, illegality or unenforceability, without affecting inany way the remaining provisions hereof in such jurisdiction or rendering thator any other provisions of this Agreement invalid, illegal or unenforceable inany other jurisdiction.  If any covenantshould be deemed invalid, illegal or unenforceable because its scope isconsidered excessive, either in time or in geographical range, such covenantshall be modified so that the scope of the covenant is reduced only to theminimum extent necessary to render the modified covenant valid, legal andenforceable.

##  

## **10.9****                       **Execution inCounterparts; Facsimile Signatures.  This Agreement may be executed in two or morecounterparts, each of which shall be deemed an original, but all of which shallconstitute one and the same document. All signatures of the Parties to this Agreement may be transmitted byfacsimile, and such facsimile will, for all purposes, be deemed to be theoriginal signature of such Party whose signature it reproduces and will bebinding upon such party.

##  

## **10.10****                **Amendments;Waiver.  This Agreement may not beamended or modified, nor may compliance with any condition or covenant setforth herein be waived, except by a writing duly and validly executed by eachParty, or in the case of a waiver, the Party waiving compliance.  No delay on the part of any Party inexercising any right, power or privilege hereunder shall operate as a waiverthereof, nor shall any waiver on the part of any Party of any such right, poweror privilege, or any single or partial exercise of any such right, power orprivilege, preclude any further exercise thereof or the exercise of any othersuch right, power or privilege.

##  

## 40

## 

##  

## **10.11****                **Publicity andDisclosures.  Except asmay be required by Applicable law, no press releases or public disclosure,either written or oral, of the transactions contemplated by this Agreement,shall be made by a Party without the prior knowledge and written consent of theBuyer and the Seller, which consent shall not be unreasonably withheld.

##  

## **10.12****                **Submission toJurisdiction.  Each of theParties hereby agrees that any action or proceeding arising out of thisAgreement or the transactions contemplated hereby shall be brought in thefederal or state courts sitting in the County of New York, in the City of NewYork, New York, and each of the Parties hereby consents to submit itself to thepersonal jurisdiction of such courts in any such action or proceeding, andhereby waives any defense of inconvenient forum to the maintenance of anyaction or proceeding so brought and waives any bond, surety or other securitythat might be required of any other party with respect thereto.

##  

## **10.13****                **Service ofProcess.  Any party hereto may makeservice on another party by sending or delivering a copy of the process to theparty to be served in the manner provided for the giving of notices in Section 10.5,provided, that this Section 10.13 shall not affect the right of anyparty to serve legal process in any other manner permitted by law.

##  

## **10.14****                **Waiver of JuryTrial.  EACH PARTY HEREBY IRREVOCABLYWAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIMARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATEDHEREBY.

##  

## **10.15****                **Relationship ofthe Parties.  Nothing inthis Agreement shall be construed to place any of the Parties in an agency,employment, franchise, joint venture, or partnership relationship.  The Seller will not have the authority toobligate or bind a Buyer or Systemax and neither Systemax nor any Buyer willhave the authority to obligate or bind the Seller in any manner, and nothingherein contained shall, or is intended to, give rise to any rights of any kindto any third parties; no Party will represent to the contrary, eitherexpressly, implicitly or otherwise.

##  

## **10.16****                **SystemaxGuarantee.

##  

### (a)          For good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,Systemax hereby guarantees to the Seller and its successors and assigns theprompt payment in full, and performance when due (whether at stated maturity,by acceleration or otherwise) of all amounts due and owing from time to time,or performance required, by each of the Buyers for the benefit of the Sellerunder the Operative Agreements, in each case strictly in accordance with theterms hereof and thereof (such obligations being herein collectively called the“Buyer Guaranteed Obligations”). Systemax hereby further agrees that if a Buyer shall fail to pay infull, or perform when due (whether at stated maturity, by acceleration orotherwise) any of the Buyer Guaranteed Obligations, Systemax will promptly payor perform the same, without any demand or notice of any kind whatsoever, andthat in the case of any extension of time of payment or performance or renewalof any of the Buyer Guaranteed Obligations, the same will be promptly paid infull or performed when due (whether at extended maturity, by acceleration orotherwise) in accordance with the terms of such extension or renewal.  This is a guarantee of payment andperformance and not merely of collection.

###  

### 41

### 

###  

### (b)         The obligations of Systemaxhereunder are absolute and unconditional irrespective of  the value, genuineness, validity, regularityor enforceability of the obligations of a Buyer under the Operative Agreements,or any substitution, release or exchange of any other guarantee of or securityfor any of the Buyer Guaranteed Obligations and, to the fullest extentpermitted by applicable law, irrespective of any other circumstance whatsoeverthat might otherwise constitute a legal or equitable discharge or defense of asurety or guarantor, it being the intent of this Section 10.16 that theobligations of Systemax hereunder shall be absolute and unconditional under anyand all circumstances.  Without limitingthe generality of the foregoing in any respect, it is understood and agreedthat the occurrence of any one or more of the following shall not alter orimpair the liability of Systemax hereunder, which shall remain absolute andunconditional as described above:

###  

#### (i)                                     at any time orfrom time to time, without notice to Systemax, the time for any performance ofor compliance with any of the Buyer Guaranteed Obligations shall be extended,or such performance or compliance shall be waived;

####  

#### (ii)                                  any change inthe corporate existence, structure or ownership of a Buyer, or a Buyer becomesthe subject of a Legal Proceeding under any Bankruptcy Law;

####  

#### (iii)                               the maturity ofany of the Buyer Guaranteed Obligations shall be accelerated, or any of theBuyer Guaranteed Obligations shall be modified, supplemented or amended in anyrespect, or any right under this Agreement or any other agreement or instrumentreferred to herein shall be waived or any other guarantee of any of the BuyerGuaranteed Obligations or any security therefor shall be released or exchangedin whole or in part or otherwise dealt with;

####  

#### (iv)                              any Lien orsecurity interest granted to, or in favor of, the Seller as security for any ofthe Buyer Guaranteed Obligations shall fail to be perfected;

####  

#### (v)                                 the existenceof any claim, set-off or other rights that Systemax may have at any timeagainst a Buyer, whether in connection herewith or with any unrelatedtransactions, or any modification or amendment of or supplement to theOperative Agreements;

####  

#### (vi)                              any invalidityor unenforceability in any jurisdiction relating to or against a Buyer for anyreason of this Agreement, or any provision of any Applicable Law purporting toprohibit the performance by a Buyer of any of its obligations under theOperative Agreements; or

####  

#### (vii)                           any other actor omission to act or delay of any kind whatsoever by a Buyer, or any othercircumstance whatsoever that might, but for the provisions of this Section 10.16,constitutes a legal or equitable discharge of the obligations of a Buyer underthe Operative Agreements.

####  

### (c)          Systemax hereby irrevocablyand unconditionally waives, to the fullest extent permitted by applicable law: (i) noticeof acceptance of the guaranty provided in this Section 10.16 and notice ofany liability to which this guaranty may apply, (ii) all notices that maybe required by Applicable Law or otherwise to preserve intact any rights of theSeller against a 

###  

### 42

### 

###  

### Buyer,including any demand, presentment, protest, proof of notice of non-payment,notice of any failure on the part of the Seller to perform and comply with anycovenant, agreement, term, condition or provision of any agreement and anyother notice to any other party that may be liable in respect of theobligations guaranteed hereby (including a Buyer), and (iii) any right tothe enforcement, assertion or exercise by the Seller of any right, privilege orremedy conferred upon a Buyer under the Operative Agreements, or otherwise.

###  

### (d)         The obligations of Systemaxunder this Section 10.16 shall be automatically reinstated if and to theextent that for any reason any payment by or on behalf of a Buyer in respect ofthe Buyer Guaranteed Obligations is rescinded or must be otherwise restored byany holder of any of the Buyer Guaranteed Obligations, whether as a result ofany Legal Proceedings in Bankruptcy Law or otherwise, and Systemax agrees thatit will indemnify Seller on demand for all reasonable costs and expenses(including, without limitation, fees of counsel) incurred by Seller inconnection with such rescission or restoration, including any such costs andexpenses incurred in defending against any claim alleging that such rescindedor restored payment constituted a preference, fraudulent transfer or similarpayment under any Bankruptcy Law. The obligations of Systemax hereunder shallremain in full force and effect until the first day on which all of the BuyerGuaranteed Obligations under the Agreement have been paid or otherwiseperformed in full.

###  

### (e)          Systemax hereby agrees thatuntil the payment and satisfaction in full of all Buyer Guaranteed Obligationsunder this Agreement, it shall not exercise any right or remedy arising byreason of any performance by it of its guarantee in this Section 10.16,whether by subrogation or otherwise, against a Buyer or any other guarantor ofany of the Buyer Guaranteed Obligations or any security for any of the BuyerGuaranteed Obligations.

###  

### (f)            Systemax agrees that theBuyer Guaranteed Obligations may be declared to be forthwith due and payable ifnot paid or performed when due, notwithstanding any stay, injunction or otherprohibition preventing such declaration (or such obligations from becomingautomatically due and payable) as against a Buyer and that, in the event ofsuch declaration (or such obligations being deemed to have become automaticallydue and payable), such obligations (whether or not due and payable by a Buyer)shall forthwith become immediately due and payable Systemax for purposes ofthis Section 10.16.

###  

### (g)         The guarantee in this Section 10.16is a continuing guarantee, and shall apply to all Buyer Guaranteed Obligationswhenever arising and wherever located.

###  

## **10.17****                **Termination.

##  

### (a)          This Agreement may beterminated with respect to the sale of the Purchased Internet Assets at anytime prior to the date of the Internet Closing:

###  

#### (i)                                     by mutualagreement of the Seller and the Internet Buyer;

####  

#### (ii)                                  by either theSeller or the Internet Buyer, by written notice to the other party if there isa material breach of the other party’s obligations under this Agreement withrespect to the contemplated purchase of the Purchased Internet Assets and suchbreach 

####  

#### 43

#### 

####  

#### continuesfor a period of fifteen (15) days after written notice thereof has been givenby the non-breaching party to the breaching party, and notwithstanding that thenon-breaching party may have breached any obligations under this Agreement withrespect to the contemplated purchase of the Purchased Real Estate Assets;

####  

#### (iii)                               by either theSeller or the Internet Buyer, by written notice delivered to the other, if theInternet Closing shall not have been consummated on or before January 31,2008; provided that the right to terminate this Agreement with respectto the sale of such Purchased Internet Assets under this Section 10.17(a)(iii) shallnot be available to any party whose failure to take any action requiredhereunder to fulfill any obligation under this Agreement shall have been thecause of, or shall have resulted in, the failure of the Internet Closing tooccur prior to such date.

####  

### (b)         This Agreement may beterminated with respect to the sale of the Purchased Real Estate Assets subjectto any one or more of the Acquired Leases prior to the date of the applicableReal Estate Closing:

###  

#### (i)                                     at any time bymutual agreement of the Seller and the Real Estate Buyer;

####  

#### (ii)                                  at any time byeither the Seller or the Real Estate Buyer, by written notice to the otherparty if there is a material breach of the other party’s obligations under thisAgreement with respect to the contemplated purchase of the Purchased RealEstate Assets and such breach continues for a period of fifteen (15) days afterwritten notice thereof has been given by the non-breaching party to thebreaching party, and notwithstanding that the non-breaching party may havebreached any obligations under this Agreement with respect to the contemplatedpurchase of the Purchased Internet Assets;

####  

#### (iii)                               with respect toan Acquired Lease which requires the consent of the landlord to assign, by theReal Estate Buyer at any time after the relevant landlord of the applicableAcquired Lease refuses in writing to consent to the assignment of such lease tothe Real Estate Buyer; or

####  

#### (iv)                              at any time byeither the Seller or the Real Estate Buyer, by written notice delivered to theother, if the Real Estate Closing with respect to such Transferred Real EstateAssets shall not have been consummated on or before February 29, 2008; providedthat the right to terminate this Agreement with respect to the sale of suchReal Estate Purchased Assets under this Section 10.17(b)(iv) shallnot be available to any party whose failure to take any action requiredhereunder to fulfill any obligation under this Agreement shall have been thecause of, or shall have resulted in, the failure of the Real Estate Closing tooccur prior to such date.

####  

### (c)          Effect of Termination.  If a termination provided for in this Section 10.17is exercised, there shall be no liability on the part of any Party with respectto the contemplated sale of the Purchased Internet Assets or the applicablePurchased Real Estate Assets, as the case may be; provided that, (i) thisArticle 10 shall survive any such termination and (ii) no terminationwill relieve any Party from any liability for any breach of this Agreementoccurring prior to such 

###  

### 44

### 

###  

### termination.  For the benefit of doubt, it is understoodthat no termination pursuant to Section 10.17(a) shall affect thesale of any Purchased Real Estate Assets or the rights, liabilities andobligations of the Parties with respect thereto and no termination pursuant to Section 10.17(b) shallaffect the sale of the Purchased Internet Assets or the rights, liabilities andobligations of the Parties with respect thereto.

###  

### [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

###  

 

45

----

 

INWITNESS WHEREOF the Parties have caused this Agreement to be executed as of thedate set forth above by their duly authorized representatives.

 
| SYSTEMAX INC. |
|---------------|
|          |   |
| By:           | /s/ Richard Leeds |
| Name:         | Richard Leeds |
| Title:        | Chairman and Chief Executive Officer |
|          |   |
| NEW SAH CORP. |
|          |   |
| By:           | /s/ Richard Leeds |
| Name:         | Richard Leeds |
| Title:        | President |
|          |   |
| DOTDEAL INC.  |
|          |   |
| By:           | /s/ Richard Leeds |
| Name:         | Richard Leeds |
| Title:        | President |
|          |   |
| LONGHORN INC. |
|          |   |
| By:           |  /s/ Richard  Leeds |
| Name:         | Richard Leeds |
| Title:        | President |
|               |  |  |

 

*{Signature Page to AssetPurchase Agreement}*

 

----

 

INWITNESS WHEREOF the Parties have caused this Agreement to be executed as of thedate set forth above by their duly authorized representatives.

 
| COMPUSA INC. |
|--------------|
|         |   |
| By:          | /s/ William Weinstein |
| Name:        | William Weinstein |
| Title:       | President |
|              |  |  |  |

 

----