FIFTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT by and among THE CVC SHAREHOLDER THE BRIGHTPOINT SHAREHOLDER THE SHALOM SHAREHOLDERS THE CENTEL SHAREHOLDERS THE ADDITIONAL SHAREHOLDERS AND INTCOMEX, INC. April 19, 2011Shareholder Agreement • May 13th, 2011 • Intcomex, Inc. • Wholesale-computers & peripheral equipment & software • New York
This FIFTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of April 19, 2011, is entered into by and among CVCI Intcomex Investment LP, a Delaware limited liability partnership formerly known as Intcomex Bond Purchase LP (the “CVC” Shareholder”); Brightpoint Latin America, Inc., a corporation formed under the laws of the State of Indiana (the “Brightpoint Shareholder”); 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 Addi
