0001193125-06-110956 Sample Contracts

REGISTRATION RIGHTS AGREEMENT Dated as of August 25, 2005 Among INTCOMEX, INC. and THE GUARANTORS NAMED HEREIN as Issuers, and BANC OF AMERICA SECURITIES LLC, UBS SECURITIES LLC and COMERICA SECURITIES, INC. as Initial Purchasers 11 3/4% Second...
Registration Rights Agreement • May 12th, 2006 • Intcomex Holdings, LLC • New York

This Registration Rights Agreement (this “Agreement”) is dated as of August 25, 2005, among INTCOMEX, INC., a Delaware corporation (the “Company”), the subsidiaries of the Company that are listed on the signature pages hereto (collectively, and together with any entity that in the future executes a supplemental indenture pursuant to which such entity agrees to guarantee the Notes (as hereinafter defined), the “Guarantors” and, together with the Company, the “Issuers”), and BANC OF AMERICA SECURITIES LLC, UBS SECURITIES LLC and COMERICA SECURITIES, INC., as initial purchasers (the “Initial Purchasers”).

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SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT by and among CO-INVESTMENT LLC VII (INTCOMEX) THE SHALOM SHAREHOLDERS THE CENTEL SHAREHOLDERS THE ADDITIONAL SHAREHOLDERS AND INTCOMEX, INC. June 23, 2005
Shareholder Agreement • May 12th, 2006 • Intcomex Holdings, LLC • New York

This SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of June 23, 2005, is entered into by and among Co-Investment LLC VII (Intcomex), a Delaware limited liability company (“CVC”); Michael Shalom, a citizen of the United States; Anthony Shalom, a citizen of the United States (together with Michael Shalom, the “Shalom Shareholders” and each a “Shalom Shareholder”); Harry Luchtan, a citizen of Guatemala (“Luchtan”), Yehuda Azancot, a citizen of Israel (“Azancot,” and together with Luchtan, “Centel Shareholders”); the Additional Shareholders (as hereinafter defined); and Intcomex, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company” and, together with CVC, the Shalom Shareholders, the Centel Shareholders and the Additional Shareholders, the “Parties”).

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Contract
Stock Pledge Agreement • May 12th, 2006 • Intcomex Holdings, LLC • New York

STOCK PLEDGE AGREEMENT, dated as of August 25, 2005 (the “Agreement”), entered into between Intcomex Holdings, SPC-I, LLC (the “Pledgor”), in favor of The Bank of New York , in its capacity as trustee under the Indenture referred to below (the “Pledgee”), for the equal and ratable benefit of the Holders.

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PLEDGE AGREEMENT By INTCOMEX, INC. INTCOMEX HOLDINGS, LLC INTCOMEX HOLDINGS SPC-I, LLC and THE BANK OF NEW YORK, as Trustee
Pledge Agreement • May 12th, 2006 • Intcomex Holdings, LLC • New York

This PLEDGE AGREEMENT dated as of August 25, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by Intcomex, Inc., a Delaware corporation (the “Company”), Intcomex Holdings, LLC, a Delaware limited liability company, and Intcomex Holdings SPC-1, LLC, a Delaware limited liability company (together with the Company and the other pledgors from time to time party hereto, collectively, the “Pledgors,” and each, a “Pledgor”), in favor of The Bank of New York, in its capacity as Trustee pursuant to the Indenture, dated as of the date hereof, by and among the Company, the guarantors party thereto and the Trustee, acting for and on behalf of the holders (the “Noteholders”) of the Notes described below.

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Date: 25th August, 2005 SHARE CHARGE BETWEEN INTCOMEX HOLDINGS, LLC as Guarantor and Chargor AND THE BANK OF NEW YORK as Trustee for the Holders AND IXLA HOLDINGS LTD. (the “Company”)
Share Charge • May 12th, 2006 • Intcomex Holdings, LLC
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JOINDER AGREEMENT TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Joinder Agreement • May 12th, 2006 • Intcomex Holdings, LLC • New York

THIS JOINDER AGREEMENT TO THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of August 23, 2005 (the “Agreement”) is executed by HECTOR YUBEILI ZEGAIB (together with any successors and assigns, the “Transferee”). Capitalized terms not otherwise defined herein are used herein as defined in that certain Amended and Restated Shareholders Agreement dated as of April 28, 2005 (as amended or supplemented from time to time, the “Shareholders Agreement”) among CVC, the Shalom Shareholders, the Centel Shareholders and the Additional Shareholders (in each case, as defined in the Shareholders Agreement) and Intcomex, Inc., a Delaware corporation (“Intcomex”).

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COMMERCIAL/INDUSTRIAL BUILDING LEASE BETWEEN INTERNATIONAL PLACE ASSOCIATES IV, LTD. a Florida limited partnership, as Landlord and Software Brokers of America, Inc. a Florida corporation, as Tenant DATE OF LEASE: February 25, 2000 Premises: Suites...
Commercial/Industrial Building Lease • May 12th, 2006 • Intcomex Holdings, LLC • Florida

THIS LEASE (this “Lease,” which term shall include all amendments, modifications and assignments hereof) is dated as of the 25 day of February, 2000 the “Effective Date”), by and between INTERNATIONAL PLACE ASSOCIATES IV, LTD., a Florida limited partnership (“Landlord”), and SOFTWARE BROKERS OF AMERICA, INC., a Florida corporation (“Tenant”).

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SECURITY AGREEMENT By SOFTWARE BROKERS OF AMERICA, INC. and THE BANK OF NEW YORK, as Trustee
Security Agreement • May 12th, 2006 • Intcomex Holdings, LLC • New York

This SECURITY AGREEMENT dated as of August 25, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by Software Brokers of America, Inc., a Florida corporation (the “Pledgor”, and together with the other pledgors from time to time party hereto after the date hereof, collectively, the “Pledgors,” and each, a “Pledgor”), in favor of The Bank of New York, in its capacity as Trustee pursuant to the Indenture, dated as of the date hereof, by and among Intcomex, Inc., a Delaware corporation (the “Company”), the guarantors party thereto and the Trustee, acting for and on behalf of the holders (the “Noteholders”) of the Notes described below.

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SOFTWARE BROKERS OF AMERICA, INC. CREDIT AGREEMENT DATED AS OF AUGUST 25, 2005 COMERICA BANK
Credit Agreement • May 12th, 2006 • Intcomex Holdings, LLC • Michigan
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TREASURY MANAGEMENT SERVICES CONTROLLED COLLATERAL ACCOUNT SERVICE AGREEMENT (SECOND LIEN – BANK TO HONOR SECURED PARTY’S INSTRUCTIONS ONLY AFTER TERMINATION OF BANK’S LIEN ON COLLATERAL ACCOUNTS)
Controlled Collateral Account Service Agreement • May 12th, 2006 • Intcomex Holdings, LLC

This Treasury Management Controlled Collateral Account Agreement (“Agreement”) is entered into by the Bank designated below (herein called “Bank”), the Customer designated below (herein called “Customer”) and the Secured Party or Agent of Secured Party designated below (herein called “Secured Party”).

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LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF INTCOMEX HOLDINGS SPC-I, LLC
Operating Agreement • May 12th, 2006 • Intcomex Holdings, LLC • Delaware

This Limited Liability Company Operating Agreement (this “Agreement”) of INTCOMEX HOLDINGS SPC-I, LLC (the “Company”) is made, entered into and effective as of April 15, 2005, by Intcomex, Inc., a Delaware corporation, as the sole member (the “Member”).

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LIEN SUBORDINATION AGREEMENT
Lien Subordination Agreement • May 12th, 2006 • Intcomex Holdings, LLC • Michigan

This Lien Subordination Agreement (the “Agreement”), dated as of August 25, 2005 is made among Comerica Bank, a Michigan banking corporation (“Comerica”), The Bank of New York, a New York banking corporation in its capacity as trustee under the Indenture (as defined below) for the benefit of the Securityholders (together with any replacement or successor trustee, the “Trustee”) and Software Brokers of America, Inc., a Florida corporation (“Borrower”).

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF INTCOMEX HOLDINGS, LLC
Limited Liability Company Operating Agreement • May 12th, 2006 • Intcomex Holdings, LLC • Delaware

This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Intcomex Holdings, LLC (the “Company”) is made, entered into and effective as of August 31, 2004, by Intcomex, Inc., a Delaware corporation, as the sole member (the “Member”).

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STOCK PURCHASE AGREEMENT by and among COURT SQUARE CAPITAL, LTD. THE SELLERS as defined herein and INTCOMEX, INC. August 27, 2004
Stock Purchase Agreement • May 12th, 2006 • Intcomex Holdings, LLC • New York

This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of August 27, 2004, by and among Court Square Capital, Ltd., a corporation organized under the laws of the State of Delaware (“Buyer”); each of Sellers (as defined below); and Intcomex, Inc., a corporation incorporated under the laws of the State of Delaware (the “Company,” and, together with Buyer and Sellers, the “Parties”).

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INTCOMEX, INC.
Employment Agreement • May 12th, 2006 • Intcomex Holdings, LLC • New York
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