AGREEMENT AND PLAN OF MERGER by and among Ingram Micro Inc., Beacon Sub, Inc. and Brightpoint, Inc. Dated as of June 29, 2012Merger Agreement • July 2nd, 2012 • Brightpoint Inc • Wholesale-electronic parts & equipment, nec • Indiana
AGREEMENT AND PLAN OF MERGER, dated as of June 29, 2012 (this “Agreement”), by and among Ingram Micro Inc., a Delaware corporation (“Parent”), Beacon Sub, Inc., an Indiana corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Brightpoint, Inc., an Indiana corporation (the “Company”).
RELEASE AGREEMENTRelease Agreement • July 2nd, 2012 • Brightpoint Inc • Wholesale-electronic parts & equipment, nec • New York
THIS AGREEMENT (the “Agreement”), dated as of the 29th day of June, 2012, is entered into by and among Brightpoint, Inc., an Indiana corporation (“Brightpoint”); Brightpoint Latin America, Inc., an Indiana corporation (“Brightpoint Shareholder”); Brightpoint International Ltd., a Delaware corporation (“Brightpoint International”); CVCI Intcomex Investment LP, a Delaware limited liability partnership formerly known as Intcomex Bond Purchase LP (the “CVC 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 Michael Shalom, Anthony Shalom, Isaac Shalom and Shalom 1 LLLP, the “Shalom Shareholders”); the Additional Shareholders (as hereinafter defined); Intcomex, Inc., a Delaware corporation
