EX-4.1
TERMINATION AGREEMENT
The undersigned, constituting all of the parties to that certain
Shareholders Agreement by and among Brightpoint India Private Limited, a company
organized under the laws of India, Brightpoint Holdings B.V., a company
organized and existing under the laws of the Netherlands ("Brightpoint") and
Persequor Limited, a company incorporated in the British Virgin Islands, dated
as of November 1, 2003, as amended (the "Shareholders Agreement"), in
accordance with Section 11(a) of the Shareholders Agreement, hereby agree that
in connection with that certain Stock Purchase Agreement by and between
Brightpoint and Xxxx Xxxxxxxxx Du Plessis Xxxxxx, the sole shareholder of
Persequor Limited, effective as January 1, 2006, the Shareholders Agreement
(including any provisions thereof which by their terms survive termination of
the Shareholders Agreement) is hereby terminated, effective as of January 1,
2006 (the "Termination Effective Date") and shall be of no further force or
effect, and each of the undersigned unconditionally releases each other party to
the Shareholders Agreement as of the Termination Effective Date with respect to
any obligation or liability arising in connection with the Shareholders
Agreement.
The internal law, without regard to conflicts of laws principles, of the
State of Indiana will govern all questions concerning the construction, validity
and interpretation of this Agreement and the performance of the obligations
imposed by this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Termination
Agreement as of the 23rd day of February 2006, to be effective as of January 1,
2006.
BRIGHTPOINT HOLDINGS B.V.
By: /s/ XXXXXX X. XXXXX
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Printed: XXXXXX X. XXXXX
Title: Director
BRIGHTPOINT INDIA PRIVATE LIMITED
By: /s/ Xxxxxx X. Xxxxx
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Printed: Xxxxxx X. Xxxxx
Title: Director
PERSEQUOR LIMITED
By: /s/ X. X. XXXXXX
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Printed: X. X. XXXXXX
Title: CHAIRMAN
