Registration Rights Agreement [Amended and Restated] (2002)Full Document 

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                              AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT

                  This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made
and entered as of the 9th day of June, 2000, by and among Merisel, Inc., a
Delaware corporation (the "Company"), Merisel Americas, Inc., a Delaware
corporation and wholly owned subsidiary of the Company (the "Subsidiary") and
Phoenix Acquisition Company II, L.L.C., a Delaware limited liability company
("Investor").

                  WHEREAS, on September 19, 1997, the Company and Subsidiary
entered into a Stock and Note Purchase Agreement (the "Stock and Note Purchase
Agreement") with Investor pursuant to which Investor purchased (the "Purchase")
from the Company 4,901,316 shares of the Company's Common Stock (as defined
herein) and a Convertible Note for $137,100,000 (the "Convertible Note").

                  WHEREAS, as a condition to the obligations of the parties
under the Stock and Note Purchase Agreement, the parties hereto entered into a
Registration Rights Agreement as of September 19, 1997 (the "Original
Registration Rights Agreement"), which provided for registration rights for the
Common Stock and Convertible Note purchased pursuant to the Stock and Note
Purchase Agreement and for the shares of Common Stock into which the Convertible
Note was convertible.

                  WHEREAS, on and prior to December 19, 1997, the Convertible
Note was converted into an aggregate of 45,098,684 shares of Common Stock as a
result of which the Convertible Note was no longer outstanding.

                  WHEREAS, on June 2, 2000, the Company entered into a
Subscription Agreement (the "Subscription Agreement") with Investor pursuant to
which Investor purchased from the Company 150,000 shares of the Company's
Convertible Preferred Stock (as defined herein) which is convertible into shares
of Common Stock (as defined herein).

                  WHEREAS, pursuant to the Stock and Note Purchase Agreement and
the Subscription Agreement, the parties hereto agreed to amend the Original
Registration Rights Agreement to provide for registration rights for the
Convertible Preferred Stock and the shares of Common Stock into which the
Convertible Preferred Stock is convertible;

                  NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements herein contained, and intending to be legally
bound hereby, Investor and the Company hereby agree as follows:


                                    ARTICLE I

                          DEFINITIONS AND CONSTRUCTION


                  SECTION 1.01 Definitions. As used in this Agreement the
following terms shall have the following respective meanings:

                  "Affiliate" with respect to any person, shall mean any other
person who, directly or indirectly, controls, is controlled by or is under
common control with such first person.

                  "Commission" shall mean the United States Securities and
Exchange Commission, or any other United States federal agency at the time
administering the Securities Act or the Exchange Act, as applicable.

                  "Common Stock" shall mean common stock, par value $0.01 per
share, of the Company.

                   "control" when used with respect to any person, shall mean
the power to direct management and policies of such person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise and the terms "controlling" and "controlled" have meanings correlative
to the foregoing.

                  "Conversion Common Stock" shall mean the shares of Common
Stock received by Investor upon the conversion of the Convertible Preferred.

                  "Convertible Preferred Stock" shall mean shares of Convertible
Preferred Stock, par value $0.01 per share, of the Company, together with any
shares of Convertible Preferred Stock issued as a dividend or other distribution
with respect to, or in replacement of, the Convertible Preferred Stock.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, or any similar federal statute, and the rules and regulations of the
Commission promulgated thereunder, all as the same shall be in effect at the
time.

                  "Holder" shall mean Investor or any transferee or assignee to
which the rights under this Agreement are assigned in accordance with the
provisions of Section 6.03 hereof.

                  "person" shall mean a corporation, association, partnership,
organization, group (as such term is used in Rule 13d-5 under the Exchange Act),
individual, governmental agency or other entity.

                  "Purchased Common Stock" shall mean the shares of Common Stock
purchased by Investor pursuant to the Stock and Note Purchase Agreement and the
shares of Common Stock issued upon conversion of the Convertible Note.

                  "Registrant" shall mean the Company and/or the Subsidiary, as

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