0001193125-07-188188 Sample Contracts

THIRD 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. August 20, 2007
Shareholders Agreement • August 23rd, 2007 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • New York

This THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of August 20, 2007, 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; Isaac Shalom, a citizen of the United States; Shalom Holdings 1, LLLP, a Florida limited liability limited partnership (“Shalom 1 LLLP”); Shalom Holdings 3, LLLP, a Florida limited liability limited partnership (“Shalom 3 LLLP”, and together with Shalom 1 LLLP, the “Shalom Entities”, each a “Shalom Entity”, and together with Michael Shalom, Anthony Shalom, Isaac Shalom and Shalom 1 LLLP, the “Shalom Shareholders”, each a “Shalom Shareholder”); the Centel Shareholders (as hereinafter defined); 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

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AMENDMENT NO. 3 TO CREDIT AGREEMENT
Credit Agreement • August 23rd, 2007 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software

This Amendment No. 3 to Credit Agreement (“Amendment”) executed as of August 17, 2007 by and among Software Brokers of America, Inc., a Florida corporation (“Company”), Comerica Bank, a Michigan banking corporation (“Bank”).

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