**TABLE OF CONTENTS**       Page 1. Definitions  2      2. Transfer Restrictions  19      2.1 General Restrictions  20 2.2 Certain Permitted Transfers  20 2.3 Preemptive Rights and Rights of First Offer  20 2.4 Right of Co-Sale  23 2.5 Transfer to Mitsui Competitor  24      3. Drag-Along Rights  26      3.1 Sale of Control  26 3.2 Closing  27      4. Registration Rights  27      4.1 Demand Registration Rights  28 4.2 Piggyback Registration Rights  30 4.3 Expenses of Registration  31 4.4 Registration Procedures and Obligations  31 4.5 Indemnification  34      5. Board of Directors  36      5.1 Size of Board  36 5.2 Right to Designate  36 5.3 Replacement of Director  36 5.4 Certain Expenses  37 5.5 Election of Designees  37 5.6 Board Meetings; Expenses; Indemnification; Insurance  37 5.7 Quorum; Act of the Board  37 5.8 Composition of Subsidiary Boards; Observer Rights  39 5.9 Fiduciary Duties  39      6. Rights and Preferences of the Series B Preferred Stock, Series C Preferred Stock,Series D Preferred Stock, and Series E Preferred Stock  39      7. Rights of the Series E Preferred Stockholder  39      8. Stockholder Action Requiring N&P’s Vote  40      9. Covenant of the Management Controlling Stockholders  40 *Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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       Page 10. Investment Opportunities and Conflicts of Interest  40      11. Termination  41      12. Restrictive Legend  41      13. Information Rights; Confidentiality  41      14. Miscellaneous Provisions  44      14.1 Transferee Restrictions  44 14.2 Notice  44 14.3 Entire Agreement  45 14.4 Successors and Assigns  46 14.5 Amendments; Waiver  46 14.6 Applicable Law  46 14.7 Dispute Resolution  46 14.8 Binding Effect; Benefits  47 14.9 Counterparts  47 14.10 Severability  47 14.11 Headings  47      EXHIBIT A  A-1 EXHIBIT B  B-1 EXHIBIT C  C-1 EXHIBIT D  D-1 *Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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**FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT**     **This Fourth Amended and Restated Stockholders’ Agreement**(this “Agreement”)is entered into and made effective as of September 30, 2008 (the “EffectiveDate”),by and among BRIGHTSTAR CORP., a Delaware corporation (the “Corporation”), and each of theindividuals and entities listed in Exhibit A, as amended from time to time (the “SeriesB and C Preferred Stockholders”), each of the individuals and entities listed in ExhibitB, as amended from time to time (the “Series D Preferred Stockholders”), each of theindividuals and entities listed in Exhibit C (the “Series E PreferredStockholders”, and collectively with the Series B and C Preferred Stockholders, and the SeriesD Preferred Stockholders, the “Preferred Stockholders”) and each of the individuals andentities listed in Exhibit C, as amended from time to time (the “ConvertibleNoteholders”), and the individuals and entities listed in Exhibit D, as amended fromtime to time (the “Common Stockholders”).**WITNESSETH:**     **Whereas**, the Corporation is authorized to issue Eighty Million (80,000,000) shares ofCapital Stock of the Corporation, of which Fifty Million (50,000,000) shares are designated ascommon stock, $0.0001 par value per share (“Common Stock”), and Thirty Million (30,000,000)shares are designated as preferred stock, $0.0001 par value per share (“Preferred Stock”),of which Two Million Five Hundred Thousand (2,500,000) shares of Preferred Stock are designated asSeries B Convertible Preferred Stock (“Series B Preferred Stock”), of which Five Million(5,000,000) shares of Preferred Stock are designated as Series C Convertible Preferred Stock(“Series C Preferred Stock”), of which Fourteen Million (14,000,000) shares of PreferredStock are designated as Series D Convertible Preferred Stock (“Series D Preferred Stock”),and of which Two Million Six Hundred Thousand (2,600,000) are designated as Series E ConvertiblePreferred Stock (“Series E Preferred Stock”); and     **Whereas**, each Series B and C Preferred Stockholder holds the number of shares ofSeries B Preferred Stock set forth opposite each such Series B Preferred Stockholder’s name onExhibit A attached hereto, which number collectively represents one hundred percent (100%)of the issued and outstanding Series B Preferred Stock, and may, from time to time, upon exerciseof its rights under the Share Conversion Agreement, dated as of February 21, 2007 (the“Conversion Agreement”), among Mitsui & Co., Ltd. (“Mitsui”), Brightstar LogisticsPte. Ltd. (“Brightstar Singapore”), Brightstar Logistics Pty Limited (“BrightstarAustralia”) and the Corporation, receive Series C Preferred Stock in such amounts and undersuch conditions as accord to the terms of the Conversion Agreement; and     **Whereas**, each Series D Preferred Stockholder holds the number of shares of Series DPreferred Stock set forth opposite each such Series D Preferred Stockholder’s name on ExhibitB attached hereto, which number collectively represents one hundred percent (100%) of theissued and outstanding Series D Preferred Stock; and     **Whereas**, each Convertible Noteholder holds Convertible Senior Subordinated Notes inthe aggregate principal amount set forth opposite each such Convertible Noteholder’s name on*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
 

 
Exhibit C attached hereto, which amount collectively represents one hundred percent(100%) of the issued and outstanding Convertible Senior Subordinated Notes; and     **Whereas**, in connection with the Second Amendment to Purchase Agreement by and amongthe Corporation, the Convertible Noteholders, and the Guarantors (as defined in the 2003 PurchaseAgreement) dated concurrently herewith (the “Second Amendment to 2003 Purchase Agreement”),the Convertible Senior Subordinated Notes shall also have the right to be converted into Series EPreferred Stock pursuant to the terms thereof; and     **Whereas**, each Common Stockholder, holds the number of shares of Common Stock setforth opposite each such Common Stockholder’s name on Exhibit D attached hereto, whichcollectively represents approximately 99.7% of the issued and outstanding Common Stock; and     **Whereas**, in connection with the Second Amendment to 2003 Purchase Agreement, theCommon Stockholders, Convertible Noteholders and the Preferred Stockholders desire to enter intothis Agreement to provide for certain matters regarding the Covered Securities and the governanceof the Corporation; and     **Whereas**, this Agreement amends and restates the Third Amended and RestatedStockholders Agreement, dated June 28, 2007, among certain stockholders of the Corporation asprovided therein (the “Existing Stockholders Agreement”), in its entirety.     **Now, Therefore**, in consideration of the foregoing and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties herebyagree as follows:     1. Definitions.     As used in this Agreement, the following terms shall have the meanings ascribed to them inthis Section 1:     “2003 Purchase Agreement” means that certain Purchase Agreement, dated December 30,2003, by and among the Corporation, Brightstar US, Inc. and Falcon Mezzanine Partners, L.P.,Prudential Capital Partners, L.P., Prudential Capital Partners Management Fund, L.P., The Bill andMelinda Gates Foundation, Arrow Investment Partners and RCG Carpathia Master Fund, Ltd., as amendedand restated on June 28, 2007, as amended, supplemented or restated from time to time.     “2003 Purchase Agreement Party” means any party to the 2003 Purchase Agreement otherthan the Corporation and Brightstar US, Inc.     “2006 Purchase Agreement” means that certain Stock Purchase Agreement, dated June 7,2006, by and between, among others, the Corporation and Mitsui, as amended, restated orsupplemented from time to time.     “2006 Purchase Agreement Party” means any party to the 2006 Purchase Agreement otherthan the Corporation.*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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     “2007 Purchase Agreement” means that certain Stock Purchase Agreement dated as June28, 2007, by and between, among others, the Corporation and Lindsay Goldberg.     “2007 Purchase Agreement Party” means any party to the 2007 Purchase Agreement otherthan the Corporation.     “Affiliate”, as applied to any Person, means any other Person directly or indirectlycontrolling, controlled by, or under common control with, that Person. For the purposes of thisdefinition, “control” (including, with correlative meanings, the terms “controlling”, “controlledby” and “under common control with”), as applied to any Person, means the possession, directly orindirectly, of the power to direct or cause the direction of the management and policies of thatPerson, whether through the ownership of voting Securities or by contract or otherwise. Exceptwith respect to Section 2, for purposes of this definition, a Person shall be deemed to be“controlled by” a Person if such Person possesses, directly or indirectly, power to vote 10% ormore of the securities having ordinary voting power for the election of directors of such Person.     “Agreement” has the meaning set forth in the preamble hereof.     “Asset Sale” means the sale (in any single transaction or series of relatedtransactions) by the Corporation or any of the Corporation’s Subsidiaries to any Person other thanthe Corporation or any of the Corporation’s Subsidiaries of (i) any of the Capital Stock of any ofthe Corporation’s Subsidiaries, (ii) substantially all of the assets of any division or line ofbusiness of the Corporation or any of the Corporation’s Subsidiaries, or (iii) any other assets(whether tangible or intangible) of the Corporation or any of the Corporation’s Subsidiaries (otherthan (a) inventory sold in the ordinary course of business, (b) surplus or obsolete equipment, (c)sales of assets from the Corporation or any of the Corporation’s Subsidiaries to the Corporation orany of the Corporation’s Subsidiaries, and (d) sales, assignments, transfers or dispositions ofaccounts receivable in the ordinary course of business for purposes of collection, including,without limitation, the factoring of trade accounts receivable in the ordinary course of business).     “Board” means the Corporation’s Board of Directors.     “Brightstar Australia” has the meaning set forth in the recitals hereof.     “Brightstar Singapore” has the meaning set forth in the recitals hereof.     “Business Collaboration Agreement” means that certain Business CollaborationAgreement, dated August 11, 2004, by and among the Corporation, Mitsui and Mitsui & Co. (U.S.A.),Inc.     “Business Day” means any day excluding Saturday, Sunday and any day which is a legalholiday under the laws of the State of New York or Japan or is a day on which banking institutionslocated in such state are authorized or required by law or other governmental action to close.     “Capital Lease”, as applied to any Person, means any lease of any property (whetherreal, personal or mixed) by that Person as lessee that, in conformity with GAAP, is required to beaccounted for as a capital lease on the balance sheet of that Person.*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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     “Capital Stock” means (i) in the case of a corporation, capital stock, (ii) in thecase of an association or business entity, any and all shares, interests, participations, rights orother equivalents (however designated) of capital stock, (iii) in the case of a partnership,partnership interests (whether general or limited), (iv) in the case of a limited liabilitycompany, membership interests, and (v) any other interest or participation that confers on a Personthe right to receive a share of the profits and losses of, or distributions of assets of, theissuing Person.     “Certificates of Designation” means the Series B Certificate of Designation, theSeries C Certificate of Designation, the Series D Certificate of Designation, and the Series ECertificate of Designation.     “Closing Date” has the meaning set forth in Section 2.3.1.2 hereof.     “Common Stock” has the meaning set forth in the recitals hereof.     “Common Stock Equivalents” means options, warrants, securities or rights convertibleinto or exercisable for or otherwise entitling the holder thereof to receive directly orindirectly, shares of Common Stock.     “Common Stockholders” has the meaning set forth in the preamble hereof.     “Consolidated EBITDA” means, for any period, the sum, without duplication, of theamounts for such period of (a)(i) Consolidated Net Income, (ii) Consolidated Interest Expense,(iii) provisions for taxes based on Federal, state, local and foreign income as reflected in theconsolidated financial statements, (iv) total depreciation expense, (v) total amortization expense,(vi) minority interest provisions reflected in the consolidated financial statements, and (vii)other non-cash items reducing Consolidated Net Income, (other than any such items which reflect anaccrual or reserve for a future cash charge or expense), (viii) fees, costs and expenses inconnection with restructuring costs incurred during Fiscal Year 2008 not to exceed $8,000,000, (ix)certain one-time fees, costs and expenses in connection with the NT Dubai debt write-off of up to$14,300,000, and (x) debt extinguishment charges effective as of the date such charges wereincurred of up to $17,300,000 and charges of up to $33,000,000 for the share based awards inconnection with the use of the proceeds from the issuance of the Series D Preferred, less (b) (i)any benefits for taxes based on Federal, state, local and foreign income as reflected in theconsolidated financial statements, (ii) minority interest benefits reflected in the consolidatedfinancial statements, and (iii) any non-cash items increasing Consolidated Net Income, and (iv) anycash recovery with respect to the NT Dubai debt write-off, all of the foregoing as determined on aconsolidated basis for the Corporation and the Corporation’s Subsidiaries in conformity with GAAP;provided that in calculating any such items for purposes of determining the Consolidated TotalLeverage Ratio for such period, any Asset Sales or other acquisitions or dispositions of assetsduring such period shall have been deemed to have occurred on the first day of such period.     “Consolidated Interest Expense” means, for any period, without duplication, theinterest expense of the Corporation and its Subsidiaries for such period as determined on aconsolidated basis in accordance with GAAP as reflected in the consolidated financial statements(including, without limitation, (i) any amortization of debt discount attributable to such period,(ii) the net*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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cost or benefit under or otherwise associated with Hedge Agreements (in each case, includingany amortization of discounts), (iii) the interest portion of any deferred payment obligation, (iv)all commissions, discounts and other fees and charges owed with respect to letters of credit andbankers’ acceptance financing and (v) all accrued interest) less (i) the interest income of theCorporation and its Subsidiaries for such period as determined on a consolidated basis inaccordance with GAAP as reflected in the consolidated financial statements and (ii) the interestexpense of the Corporation and its Subsidiaries for such period relating to Debt Exclusions asdetermined on a consolidated basis in accordance with GAAP.     “Consolidated Net Income” means, for any period, the net income (or loss) of theCorporation and the Corporation’s Subsidiaries (prior to any deduction for Preferred Stockdividends) on a consolidated basis for such period taken as a single accounting period determinedin conformity with GAAP; provided that there shall be excluded (i) the unrealized foreign exchangegains or losses of the Corporation or any of the Corporation’s Subsidiaries, (ii) the income (orloss) of any Person (other than a Subsidiary of the Corporation) in which any other Person (otherthan the Corporation or any of the Corporation’s Subsidiaries) has a joint interest, except to theextent of the amount of dividends or other distributions actually paid to the Corporation or any ofthe Corporation’s Subsidiaries by such Person during such period, (iii) the income (or loss) of anyPerson accrued prior to the date it becomes a Subsidiary of the Corporation or is merged into orconsolidated with the Corporation or any of the Corporation’s Subsidiaries or that Person’s assetsare acquired by the Corporation or any of the Corporation’s Subsidiaries, (iv) the income of anySubsidiary of the Corporation to the extent that the declaration or payment of dividends or similardistributions by that Subsidiary of that income is not at the time permitted by operation of theterms of its organization documents or any agreement, instrument, judgment, decree, order, statute,rule or governmental regulation applicable to that Subsidiary, (v) any after-tax gains or lossesattributable to Asset Sales or returned surplus assets of any Pension Plan, and (vi) (to the extentnot included in clauses (i) through (v) above) any net non-cash extraordinary gains or net non-cashextraordinary losses.     “Consolidated Total Debt” means, as at any date of determination, the aggregateprincipal amount of all Indebtedness of the Corporation and the Corporation’s Subsidiaries,determined on a consolidated basis.     “Consolidated Total Leverage Ratio” means, as at each day of each Fiscal Quarter, theratio of (a) Consolidated Total Debt as of such day of such Fiscal Quarter other than with respectto Debt Exclusions; to (b) LTM EBITDA.     “Contingent Obligation”, as applied to any Person, means any direct or indirectliability, contingent or otherwise, of that Person (i) with respect to any Indebtedness, lease,dividend or other obligation of another if the primary purpose or intent thereof by the Personincurring the Contingent Obligation is to provide assurance to the obligee of such obligation ofanother that such obligation of another will be paid or discharged, or that any agreements relatingthereto will be complied with, or that the holders of such obligation will be protected (in wholeor in part) against loss in respect thereof, or (ii) under Hedge Agreements. ContingentObligations shall include (a) the direct or indirect guaranty, endorsement (otherwise than forcollection or deposit in the ordinary course of business), co-making, discounting with recourse orsale with recourse by such Person of the obligation of another, including, without limitation, anycredit support*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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agreements, makewell agreements, keepwell agreements and any other agreements evidencingsimilar obligations and (b) any liability of such Person for the obligation of another through anyagreement (contingent or otherwise) (1) to purchase, repurchase or otherwise acquire suchobligation or any security therefor, or to provide funds for the payment or discharge of suchobligation (whether in the form of loans, advances, stock purchases, capital contributions orotherwise) or (2) to maintain the solvency or any balance sheet item, level of income or financialcondition of another if, in the case of any agreement described under subclauses (1) or (2) of thissentence, the primary purpose or intent thereof is as described in the preceding sentence. Theamount of any Contingent Obligation shall be equal to the amount of the obligation so guaranteed orotherwise supported or, if less, the amount to which such Contingent Obligation is specificallylimited.     “Control Stockholder” has the meaning set forth in Section 3.1.1 hereof.     “Conversion Agreement” has the meaning set forth in the recitals hereof.     “Conversion Agreement Party” means any party to the Conversion Agreement other thanthe Corporation and its Subsidiaries.     “Convertible Noteholders” has the meaning set forth in the preamble hereof.     “Convertible Securities” means any Indebtedness or shares of Capital Stock (includingSeries B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E PreferredStock, and Convertible Senior Subordinated Notes) convertible into or exchangeable for CommonStock, including Common Stock Equivalents.     “Convertible Senior Subordinated Notes” shall mean those Convertible SeniorSubordinated Notes issued to the Investors by the Corporation on December 30, 2003 in the originalprincipal amount of Thirty One Million Seven Hundred Fifty Thousand Dollars ($31,750,000) and,subsequent to the redemptions contemplated by Section 2.3 of the 2007 Purchase Agreement, anoutstanding principal amount as of the date hereof of Twenty Million Six Hundred Forty-ThreeThousand Eight Hundred Thirty Five Dollars ($20,643,835).     “Corporation” has the meaning set forth in the preamble hereof.     “Corporation Offer” has the meaning set forth in Section 2.3.2.1 hereof.     “Co-Sale Election” has the meaning set forth in Section 2.4.3 hereof.     “Co-Sale Offering Stockholder” means a Management Controlling Offering Stockholder ora Series D Preferred Offering Stockholder, as applicable.     “Co-Sale Notice” means a Management Controlling Co-Sale Notice or a Series D PreferredCo-Sale Notice, as applicable.     “Co-Sale Pro Rata Portion” means, with respect to any Investor or Series E PreferredStockholder, a fraction (A) the numerator of which is the sum of the number of shares of CommonStock held by such Investor, plus all Common Stock acquirable pursuant to Common*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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Stock Equivalents held by such Investor, and (B) the denominator of which is the sum of theaggregate number of shares of Common Stock, plus Common Stock acquirable pursuant to Common StockEquivalents held by (i) all Investors (or by all Series E Preferred Stockholders in the case ofSection 2.4.1(b)) and (ii) the Offering Stockholder (as defined in Section 2.4).     “Covered Securities” means (i) shares of Common Stock, (ii) shares of Series BPreferred Stock, (iii) shares of Series C Preferred Stock, (iv) shares of Series D Preferred Stock,(v) shares of Series E Preferred Stock, (vi) Convertible Senior Subordinated Notes, (vii) any othershares of Capital Stock of the Corporation, (viii) any shares into which the securities describedin the foregoing clauses (i) through (vii) may be converted, reclassified, redesignated,subdivided, consolidated or otherwise changed, including, without limitation, convertiblesecurities, (ix) any shares of Capital Stock of the Corporation or any successor thereto receivedby the holders of such shares in a merger, consolidation or other reorganization of or includingthe Corporation, and (x) any securities now or hereafter convertible or exchangeable intosecurities described in the foregoing clauses (i) through (ix) or any interest in the foregoingclauses (i) through (ix).     “Credit Agreement” means that certain Second Amended and Restated Revolving Credit,Term Loan and Security Agreement dated as of August 24, 2007, as amended, among the Corporation,Brightstar US, Inc., Brightstar Puerto Rico, Inc., Accellular, LLC, International Holdings, LLC,Brazilian Holdings, LLC, Bprepaid LLC, Narbitec LLC, Brightstar E-Pin Solutions Corp., BrightstarRetail LLC, Stronglink Logistics, LLC, Brightstar Venture LLC, International Wireless SupplySolutions LLC, Wireless Supply Solutions LLC, PNC Bank, National Association, PNC Capital MarketsLLC, LaSalle Bank Midwest, National Association, Commerce Bank, N.A., and other lenders partythereto, including any related notes, guarantees, collateral documents, instruments and agreementsexecuted in connection therewith, as such agreement may be amended (including any amendment andrestatement thereof), supplemented or otherwise modified from time to time, including any agreementextending the maturity of, refinancing, replacing or otherwise restructuring (including increasingthe amount of available borrowings thereunder or adding Subsidiaries of the Corporation asadditional borrowers or guarantors thereunder) all or any portion of the indebtedness under suchagreement or any successor or replacement agreement and whether by the same or any other agent,lender or group of lenders.     “Currency Agreement” means any foreign exchange contract, currency swap agreement,futures contract, option contract, synthetic cap or other similar agreement or arrangement to whichthe Corporation or any of the Corporation’s Subsidiaries are a party.     “Debt Exclusions” means: (i) non-recourse factoring of accounts receivable regardlessof any accounting requirements to include such factoring as debt, (ii) trade payables regardless ofwhether the Corporation or any of the Corporation’s Subsidiaries is paying or is required to payinterest on such trade payables, (iii) debt of the Corporation or any of the Corporation’sSubsidiaries owed to a manufacturer that such manufacturer may sell to a financial institution(i.e., unsecured vendor financing), (iv) the Convertible Senior Subordinated Notes, and (v)Indebtedness under the VZ/BZ Aladi Arrangement.     “Default” has the meaning set forth in Section 2.3.2.1 hereof.*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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     “Demand Notice” has the meaning set forth in Section 4.1.1.3 hereof.     “Demand Shares” means (i) the Common Stock issued or issuable upon conversion of theSeries B Preferred Stock or Series C Preferred Stock or held by the Series B and C PreferredStockholders; (ii) the Common Stock issued or issuable upon conversion of the Series D PreferredStock or held by the Series D Preferred Stockholders; (iii) the Common stock issued or issuableupon conversion of the Series E Preferred, (iv) the Common Stock issued or issuable upon conversionof the Convertible Senior Subordinated Notes; and (v) any Common Stock issued as a dividend orother distribution with respect to, or in exchange for or in replacement of, the Series B PreferredStock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, ConvertibleSenior Subordinated Notes or such Common Stock described in the foregoing clauses (i), (ii), (iii),or (iv); provided, however, that the Demand Shares shall not include those CoveredSecurities that have been effectively registered under Section 5 of the Securities Act and disposedof pursuant to an effective Registration Statement.     “Demand Stockholders” has the meaning set forth in Section 4.1.1.3 hereof.     “Disability” shall have the meaning provided in the Executive Employment Agreement,dated August 2004, between R. Marcelo Claure and the Corporation.     “Domestic Subsidiary” means any Subsidiary of the Corporation that is incorporated ororganized under the laws of the United States of America, any state thereof or the District ofColumbia.     “Effective Date” has the meaning set forth in the preamble hereof.     “Employee Benefit Plan” means any Pension Plan (as defined herein) which is or wasmaintained or contributed to by the Corporation, any of the Corporation’s Subsidiaries or any oftheir respective ERISA Affiliates.     “Excess Amount” has the meaning set forth in Section 2.3.1.2 hereof.     “ERISA” means the Employee Retirement Income Security Act of 1974.     “Existing Stockholders Agreement” has the meaning set forth in the recitals hereof.     “Falcon” means Falcon Mezzanine Partners, L.P. or its Affiliates.     “Fiscal Quarter” means a fiscal quarter of any Fiscal Year.     “Fiscal Year” means the fiscal year of the Corporation and the Corporation’sSubsidiaries ending on December 31 of each calendar year. For purposes of this Agreement, anyparticular Fiscal Year shall be designated by reference to the calendar year in which such FiscalYear commences.     “Foreign Subsidiary” means any Subsidiary of the Corporation that is not a DomesticSubsidiary.*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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     “Fully Diluted Capital Stock” means the sum of (i) the Corporation’s outstandingCommon Stock, (ii) the shares of Common Stock issuable upon conversion of the Series B PreferredStock, (iii) the shares of Common Stock issuable upon conversion of the Series C Preferred Stock,(iv) the shares of Common Stock issuable upon conversion of the Series D Preferred Stock, (v) theshares of Common Stock issuable upon conversion of any outstanding Series E Preferred Stock, (vi)the shares of Common Stock issuable upon conversion of the Convertible Senior Subordinated Notes,and (vii) the shares of Common Stock issuable upon the exercise of all other outstandingConvertible Securities.     “GAAP” means generally accepted accounting principles as in effect in the UnitedStates of America set forth in opinions and pronouncements of the Accounting Principles Board ofthe American Institute of Certified Public Accountants and statements and pronouncements of theFinancial Accounting Standards Board, in each case as the same are applicable to the circumstancesas of the date of determination.     “Governing Body” means the board of directors or other body having the power to director cause the direction of the management and policies of a Person that is a corporation,partnership, trust or limited liability company.     “Government Authority” means any political subdivision or department thereof, anyother governmental or regulatory body, including the National Association of InsuranceCommissioners, commission, central bank, board, bureau, organ or instrumentality or any court, ineach case whether federal, state, local or foreign.     “Hedge Agreement” means (i) an Interest Rate Agreement designed to hedge againstfluctuations in interest rates, (ii) any Currency Agreement designed to hedge against fluctuationsin currency values, and (iii) any other agreement or arrangement to which the Corporation or any ofthe Corporation’s Subsidiaries is a party which hedges against or is based upon fluctuations in thevalue of the equity securities of any Person, or any equity forward agreements or similaragreements or arrangements.     “Indebtedness”, as applied to any Person, means, without duplication, (i) allindebtedness for borrowed money, (ii) all obligations of such Person evidenced by bonds,debentures, notes or similar instruments, or upon which interest payments are customarily madewithout regard to any original issue discount relating thereto, (iii) all obligations of suchPerson under conditional sale or other title retention agreements relating to property purchased bysuch Person (other than customary reservations or retentions), (iv) all obligations of such Personwith respect to Capital Leases, (v) notes payable and drafts accepted representing extensions ofcredit whether or not representing obligations for borrowed money, (vi) any obligation owed for allor any part of the deferred purchase price of property or services (excluding any such obligationsincurred under ERISA), which purchase price is (a) due more than six months from the date ofincurrence of the obligation in respect thereof or (b) evidenced by a note or similar writteninstrument, (vii) all obligations in respect of any preferred Capital Stock of such Person(including without limitation, the Preferred Stock) subject to mandatory sinking fund payments,redemption, repayment or other acceleration or that require the payment of dividends in cash,(viii) all Indebtedness secured by any Lien on any property or asset owned or held by that Personregardless of whether the Indebtedness secured thereby shall have been assumed by that Person*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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or is nonrecourse to the credit of that Person, (ix) the face amount of all letters of creditor bankers’ acceptances that such Person is obligated to reimburse the related letter of creditbank for, (x) the principal balance outstanding under any synthetic lease, tax retention operatinglease, off-balance sheet loan or similar off-balance sheet financing product, (xi) the Indebtednessof any partnership or unincorporated joint venture in which such Person is a general partner or ajoint venturer, (xii) the obligation to make take-or-pay or similar payments if required regardlessof non-performance by any other party or parties to an agreement, and (xiii) all ContingentObligations with respect to items (i)-(xii) above; provided, however, any balancesthat constitute trade payables (including trade payables arising under the Motorola DistributorDocuments) or liabilities arising from advance payments or customer deposits for goods and servicessold by the Corporation or any of the Corporation’s Subsidiaries arising in the ordinary course ofbusiness shall not constitute Indebtedness. Obligations under Interest Rate Agreements andCurrency Agreements constitute (1) in the case of Hedge Agreements, Contingent Obligations, and (2)in all other cases, investments, and in neither case constitute Indebtedness.     “Industry Participant” means any Person and Affiliates of said Person that is engagedin the business in which the Corporation and/or its Subsidiaries are engaged in as of the last dayof the last fiscal period for which audited annual financial statements have been deliveredpursuant to Section 12 hereof; provided, however, that no Person shall beconsidered to be an Industry Participant solely as the result of the ownership by such Person ofCapital Stock of any other Person that is an “Industry Participant” unless such aforementionedperson owns in excess of 10% of the voting power of the outstanding common stock of such IndustryParticipant (or 20% of such voting power if such Industry Participant’s common stock is registeredunder the Securities Exchange Act of 1934). Without limiting the foregoing, an IndustryParticipant shall be deemed to include any customers, suppliers and competitors of the Corporation.For purposes of this section, the term “customers” and “suppliers” shall mean any current customerand supplier, respectively, of the Corporation and any Person who has been a customer or supplierof the Corporation at any time during or after the last fiscal period for which audited annualfinancial statements have been delivered to the Investors pursuant to Section 12 hereof.     “Initiating Stockholders” has the meaning set forth in Section 4.1.1 hereof.     “Inspectors” has the meaning set forth in Section 4.4.10 hereof.     “Interest Rate Agreement” means any interest rate swap agreement, interest rate capagreement, interest rate collar agreement or other similar agreement or arrangement to which theCorporation or any of the Corporation’s Subsidiaries is a party.     “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended, and anysuccessor to same.     “Investors” means Falcon Mezzanine Partners, LP, Prudential Capital Partners, LP,Prudential Capital Partners Management Fund, L.P., Bill and Melinda Gates Foundation Trust, ArrowInvestment Partners, RCG Carpathia Master Fund, Ltd., Mitsui, Lindsay Goldberg, and theirrespective Permitted Transferees.     “Lindsay Goldberg” means LG Brightstar LLC, a Delaware limited liability company.*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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     “Lien” means any lien, mortgage, pledge, assignment, security interest, charge orencumbrance of any kind (including any conditional sale or other title retention agreement, anylease in the nature thereof, and any agreement to give any security interest) and any option, trustor other preferential arrangement having the practical effect of any of the foregoing.     “LTM EBITDA” means Consolidated EBITDA for the four Fiscal Quarter period ended on thelast day of the relevant Fiscal Quarter.     “Majority Noteholder Investors” means those Investors that have purchased ConvertibleSenior Subordinated Notes under the 2003 Purchase Agreement and their Permitted Transferees holdingany combination of Convertible Senior Subordinated Notes or shares of Common Stock or Series EPreferred Stock issued or issuable upon conversion of the Convertible Senior Subordinated Noteswhich represent a majority of the shares of Common Stock issued or issuable upon conversion of theConvertible Senior Subordinated Notes and any such Series E Preferred Stock.     “Management Controlling Stockholders” means N&P and its Permitted Transferees.     “Management Controlling Co-Sale Notice” has the meaning set forth in Section 2.4.1hereof.     “Management Controlling Offering Stockholder” has the meaning set forth in Section2.4.1 hereof.     “Mitsui” has the meaning set forth in the recitals hereof.     “Mitsui Binding Offer” has the meaning set forth in Section 2.5.1 hereof.     “Mitsui Competitors” means Sumitomo Corporation, Itochu Corporation, MarubeniCorporation, Sojitz Corporation, Mitsubishi Corporation and their respective Affiliates.     “Mitsui Preliminary Proposal” has the meaning set forth in Section 2.5.1 hereof.     “Motorola” means, collectively, Motorola, Inc., a Delaware corporation, and all of itsSubsidiaries or Affiliates.     “Motorola Distribution Agreement” means, collectively the Motorola Global DistributionAgreement and any other agreements pursuant to which the Corporation or any of its Subsidiaries orAffiliates are appointed to act as a distributor on behalf of Motorola, as any of the foregoing maybe amended, supplemented or restated from time to time.     “Motorola Distributor Documents” means, collectively, the Motorola DistributionAgreement, the Motorola Security Agreement and any other agreements, instruments or other documentsunder which any of the Motorola Liens are granted or any of the Motorola Obligations are created,evidenced, guaranteed or secured and any modifications, restatements or refinancings thereof orreplacements therefore.*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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     “Motorola Foreign Subsidiary Security Agreement” means that certain Amended andRestated Security Agreement made as of December 8, 2004 by certain Foreign Subsidiaries in favor ofMotorola, as the same may be amended, supplemented or restated from time to time.     “Motorola Global Distribution Agreement” means that certain Amended and RestatedGlobal Distribution Agreement for Mobile Phones and Accessories, effective as of January 1, 2007,entered into by and between Motorola and the Corporation, as the same may be further amended,supplemented or restated from time to time.     “Motorola Liens” means any and all Liens which may be now or hereafter granted toMotorola by the Corporation or any of its Subsidiaries or Affiliates as set forth in the MotorolaSecurity Agreement to secure any and all of the Brightstar Obligations (as such term is defined inthe Motorola Payment Terms Agreement) and all other indebtedness, fees, interest, expenses andother obligation from time to time owing by one or more Brightstar Parties (as such term is definedin the Motorola Payment Terms Agreement) to Motorola under any of the Brightstar Documents (as suchterm is defined in the Motorola Payment Terms Agreement).     “Motorola Obligations” shall mean the Brightstar Obligations (as such term is definedin the Motorola Payment Terms Agreement) and all other indebtedness, fees, interest, expenses andother obligations from time to time owing by one or more of the Brightstar Parties (as such term isdefined in the Motorola Payment Terms Agreement) to Motorola under the Motorola DistributorDocuments or any of the other Brightstar Documents (as such term is defined in the Motorola PaymentTerms Agreement).     “Motorola Parent Security Agreement” means collectively, (i) the Motorola PaymentTerms Agreement , and (ii) that certain Amended and Restated Stock Pledge and Security Agreementdated as of April 23, 2004, by the Corporation in favor of Motorola, as amended, supplemented orrestated from time to time.     “Motorola Payment Terms Agreement” means that certain Second Amended and RestatedPayment Terms Agreement dated as of July 7, 2008, by and among Motorola, the Corporation and theother persons and entities whose names appear on the signature pages thereto, as amended,supplemented or restated from time to time.     “Motorola Security Agreement” means, collectively, the Motorola Parent SecurityAgreement, the Motorola Foreign Subsidiary Security Agreement, the Motorola US Security Agreement,and all other documents pursuant to which any of the Motorola Liens are created, as any of theforegoing may be amended, supplemented or restated from time to time.     “Motorola US Security Agreement” means that certain Amended and Restated SecurityAgreement dated as of April 23, 2004, by Brightstar US, Inc., in favor of Motorola, as amended,supplemented or restated from time to time.     “Mr. Claure” means Raul Marcelo Claure.     “Multiemployer Plan” means any Employee Benefit Plan that is a “multiemployer plan” asdefined in Section 3(37) of ERISA.*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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     “N&P” means N&P Holdings, Limited Partnership, a Nevada limited partnership.     “New Securities” means any Preferred Stock, Common Stock or other Capital Stock of theCorporation, whether now authorized or not, and all Common Stock Equivalents, *provided*, *however*,that the term “New Securities” shall not include: a) shares or Common Stock Equivalents issued to officers,directors, employees or consultants of the Corporation pursuant to stock optionor purchase plans or similar agreements approved by the Board;  b) any shares of Series B Preferred Stock issued under the 2006Purchase Agreement and any shares of Common Stock of the Corporation issuableupon conversion of such Series B Preferred Stock;  c) any shares of Series C Preferred Stock issued pursuant to theConversion Agreement and any shares of Common Stock of the Corporation issuableupon conversion of such Series C Preferred Stock;  d) any shares of Series D Preferred Stock issued under the 2007Purchase Agreement and any shares of Common Stock of the Corporation issuableupon conversion of such Series D Preferred Stock;  e) any shares of Series E Preferred Stock issuable upon conversionof Convertible Senior Subordinate Notes and any shares of Common Stock of theCorporation issuable upon conversion of such Series E Preferred Stock;  f) any shares of Common Stock issuable upon conversion ofConvertible Senior Subordinated Notes;  g) any securities issued in connection with any stock split, stockdivided or other similar event in which all Stockholders are entitled toparticipate on a pro rata basis;  h) any securities issued upon the exercise, conversion or exchangeof any security if such security constituted a New Security when issued;  i) any securities issued in the Corporation’s Qualified PublicOffering; and  j) any securities issued pursuant to the acquisition of anothercorporation or entity by the Corporation from a third party that is not anAffiliate of the Corporation by consolidation, merger, purchase of assets, orother reorganization in which the Corporation acquires, in a single transactionor series of related transactions, all or substantially all of the assets ofsuch other corporation or entity or all or substantially all of the assets of aline of business or division of such other corporation or entity, or fiftypercent (50%) or more of the voting power and equity ownership of such otherentity and in each case as approved by the Board.*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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     “Offered Securities” has the meaning set forth in Section 2.3.2.1 hereof.     “Offered Shares” has the meaning set forth in Section 2.4.2 hereof.     “Offering Stockholder” has the meaning set forth in Section 2.3.2 hereof.     “Offering Stockholder Acceptance” has the meaning set forth in Section 2.3.2.2 hereof.     “Other Business” has the meaning set forth in Section 9 hereof.     “Participating Investor” means (i) with respect to the Management Controlling Co-SaleNotice, each Investor and (ii) with respect to the Series D Preferred Co-Sale Notice, each Series EPreferred Stockholder.     “Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, thatis subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA.     “Permitted Transfer” has the meaning set forth in Section 2.2 hereof.     “Permitted Transferee” means the transferee in a Permitted Transfer.     “Person” means and includes natural persons, corporations, limited partnerships,general partnerships, limited liability companies, limited liability partnerships, joint stockcompanies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts,business trusts or other organizations, whether or not legal entities, and governments (whetherfederal, state or local, domestic or foreign, and including political subdivisions thereof) andagencies or other administrative or regulatory bodies thereof.     “Preferred Stock” has the meaning set forth in the recitals hereof.     “Preferred Stockholders” has the meaning set forth in the preamble hereof.     “Primary Shares” means, at any time, the authorized but unissued shares of CommonStock of the Corporation.     “Proposed Securities” has the meaning set forth in Section 2.5.1 hereof.     “Pro-Rata Share” has the meaning set forth in Section 2.3.1.2 hereof.     “Prudential” means Prudential Capital Partners, L.P. and/or Prudential CapitalPartners Management Fund, L.P. or their Affiliates.     “Qualified Public Offering” of the Corporation means the consummation of a bona fideunderwritten initial public offering of the Common Stock of the Corporation pursuant to aneffective Registration Statement filed with the Securities and Exchange Commission in accordancewith the Securities Act (whether alone or in conjunction with a secondary public offering),resulting in gross proceeds of at least $100,000,000.*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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     “Records” has the meaning set forth in Section 4.4.10 hereof.     “Refusal Period” has the meaning set forth in Section 2.3.1.1 hereof.     “Register,” “Registered” and “Registration” refer to a registrationeffected by preparing and filing a Registration Statement and the declaration or ordering of theeffectiveness of such Registration Statement.     “Registrable Shares” means (i) all Common Stock issued or issuable upon conversion ofthe Series B Preferred Stock or the Series C Preferred Stock or held by the Series B PreferredStockholders or the Series C Preferred Stockholders; (ii) all Common Stock issued or issuable uponconversion of the Series D Preferred Stock or held by the Series D Preferred Stockholders; (iii)all Common Stock issued or issuable upon conversion of the Series E Preferred Stock or held by theSeries E Preferred Stockholders, (iv) all Common Stock issued or issuable upon conversion of theConvertible Senior Subordinated Notes; (v) all Common Stock Transferred to Telepark Corp. pursuantto the Telepark Purchase Agreement; and (vi) all Common Stock issued as a dividend or otherdistribution with respect to, or in exchange for or in replacement of, the Series B PreferredStock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, or such CommonStock described in the foregoing clauses (i), (ii), (iii) (iv) or (v); provided,however, that the Registrable Shares shall not include those Covered Securities that havebeen effectively Registered under Section 5 of the Securities Act and disposed of pursuant to aneffective Registration Statement.     “Registration Expenses” has the meaning set forth in Section 4.3 hereof.     “Registration Statement” means a registration statement on Form S-1, SB-2 or S-3, orany successor form thereto, in compliance with the Securities Act.     “Request for Mitsui Offer” has the meaning set forth in Section 2.5.1 hereof.     “Request for Offer” has the meaning set forth in Section 2.3.2.1 hereof.     “Sale of Control” has the meaning set forth in Section 3.1.1 hereof.     “Securities Act” means the Securities Act of 1933, as amended, or any subsequentsimilar Federal statute, and the rules and regulations of the Securities and Exchange Commissionthereunder, all as the same shall be in effect from time to time. References to a particularsection of the Securities Act shall include a reference to the comparable section, if any, of anysubsequent similar Federal statute.     “Selling Expenses” has the meaning set forth in Section 4.3 hereof.     “Series B and C Majority Preferred Investors” means those Investors that havepurchased Series B Preferred Stock under the 2006 Purchase Agreement and who may, from time totime, upon exercise of their conversion rights under the Conversion Agreement, receive Series CPreferred Stock, or in each case their respective Permitted Transferees, holding any combination ofSeries B Preferred Stock, Series C Preferred Stock or shares of Common Stock issued or issuableupon conversion of the Series B Preferred Stock or Series C Preferred Stock which*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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represent a majority of the shares of Common Stock issuable upon conversion of the Series BPreferred Stock and the Series C Preferred Stock.     “Series B and C Preferred Stockholders” has the meaning set forth in the preamblehereof.     “Series B Certificate of Designation” means the Certificate of Designation of thePowers, Preferences and Relative, Participating, Optional and Other Special Rights of ConvertiblePreferred Stock, Series B, and Qualifications, Limitations and Restrictions thereof, of theCorporation.     “Series B Conversion Price” means the Conversion Price as defined in the Series BCertificate of Designation as in effect from time to time.     “Series B Preferred Stock” has the meaning set forth in the recitals hereof.     “Series B Preferred Stockholders” means each of the individuals or entities listed inExhibit A that hold Series B Preferred Stock.     “Series B Threshold Amount” means, with respect to each outstanding share of Series BPreferred Stock outstanding on the relevant date of determination, (a) during the period from theSeries D Issue Date to the second anniversary of the Series D Issue Date, 150% of the Series BConversion Price plus accumulated and unpaid dividends, (b) at the third anniversary of the SeriesD Issue Date, 160% of the Series B Conversion Price plus accumulated and unpaid dividends (providedthat if the date of determination occurs between the second and third anniversary of the Series DIssue Date, then the percentage value will be equal to the sum of (x) 150% and (y) the product of(i) a fraction (A) the numerator of which is the number of days between the second anniversary dateto the date of determination and (B) the denominator of which is 365 and (ii) 10%), (c) at thefourth anniversary of the Series D Issue Date, 170% of the Series B Conversion Price plusaccumulated and unpaid dividends (provided that if the date of determination occurs between thethird and fourth anniversary of the Series D Issue Date, then the percentage value will be equal tothe sum of (x) 160% and (y) the product of (i) a fraction (A) the numerator of which is the numberof days between the third anniversary date to the date of determination and (B) the denominator ofwhich is 365 and (ii) 10%), (d) at the fifth anniversary of the Series D Issue Date, 180% of theSeries B Conversion Price plus accumulated and unpaid dividends (provided that if the date ofdetermination occurs between the fourth and fifth anniversary of the Series D Issue Date, then thepercentage value will be equal to the sum of (x) 170% and (y) the product of (i) a fraction (A) thenumerator of which is the number of days between the fourth anniversary date to the date ofdetermination and (B) the denominator of which is 365 and (ii) 10%), and (e) after the fifthanniversary of the Series D Issue Date, 180% of the Series B Conversion Price plus accumulated andunpaid dividends.     “Series C Certificate of Designation” means the Certificate of Designation of thePowers, Preferences and Relative, Participating, Optional and Other Special Rights of ConvertiblePreferred Stock, Series C, and Qualifications, Limitations and Restrictions thereof, of theCorporation.*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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     “Series C Conversion Price” means the Conversion Price as defined in the Series CCertificate of Designation as in effect from time to time.     “Series C Issue Date” means, with respect to any sub-series of Series C PreferredStock, the date of issuance of such sub-series of Series C Preferred Stock.     “Series C Preferred Stock” has the meaning set forth in the recitals hereof.     “Series C Preferred Stockholders” means each of the individuals and entities listed inExhibit A that hold Series C Preferred Stock.     “Series C Threshold Amount” means, with respect to each outstanding share of Series CPreferred Stock outstanding on the relevant date of determination, (a) during the period from theSeries C Issue Date to the second anniversary of the Series C Issue Date, 150% of the Series CConversion Price plus accumulated and unpaid dividends, (b) at the third anniversary of the SeriesC Issue Date, 160% of the Series C Conversion Price plus accumulated and unpaid dividends (providedthat if the date of determination occurs between the second and third anniversary of the Series CIssue Date, then the percentage value will be equal to the sum of (x) 150% and (y) the product of(i) a fraction (A) the numerator of which is the number of days between the second anniversary dateto the date of determination and (B) the denominator of which is 365 and (ii) 10%), (c) at thefourth anniversary of the Series C Issue Date, 170% of the Series C Conversion Price plusaccumulated and unpaid dividends (provided that if the date of determination occurs between thethird and fourth anniversary of the Series C Issue Date, then the percentage value will be equal tothe sum of (x) 160% and (y) the product of (i) a fraction (A) the numerator of which is the numberof days between the third anniversary date to the date of determination and (B) the denominator ofwhich is 365 and (ii) 10%), (d) at the fifth anniversary of the Series C Issue Date, 180% of theSeries C Conversion Price plus accumulated and unpaid dividends (provided that if the date ofdetermination occurs between the fourth and fifth anniversary of the Series C Issue Date, then thepercentage value will be equal to the sum of (x) 170% and (y) the product of (i) a fraction (A) thenumerator of which is the number of days between the fourth anniversary date to the date ofdetermination and (B) the denominator of which is 365 and (ii) 10%), and (e) after the fifthanniversary of the Series C Issue Date, 180% of the Series C Conversion Price plus accumulated andunpaid dividends.     “Series D Board Designee” has the meaning set forth in Section 5.7.1 hereof.     “Series D Certificate of Designation” means the Certificate of Designation of thePowers, Preferences and Relative, Participating, Optional and other Special Rights of 6.4% SeniorCumulative Convertible Preferred Stock, Series D, and Qualifications, Limitations and Restrictionsthereof, of the Corporation, adopted on June 23, 2007, as amended and restated from time to time.     “Series D Conversion Price” means the Conversion Price as defined in the Series DCertificate of Designation as in effect from time to time.     “Series D Issue Date” means June 28, 2007*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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     “Series D Majority Preferred Investors” means those Investors that have purchasedSeries D Preferred Stock under the 2007 Purchase Agreement and their Permitted Transferees holdingany combination of Series D Preferred Stock or shares of Common Stock issued or issuable uponconversion of the Series D Preferred Stock which represent a majority of the shares of Common Stockissuable upon conversion of the Series D Preferred Stock.     “Series D Preferred Co-Sale Notice” has the meaning set forth in Section 2.4.1 hereof.     “Series D Preferred Offering Stockholder” has the meaning set forth in Section 2.4.1hereof.     “Series D Preferred Stock” has the meaning set forth in the recitals hereof.     “Series D Preferred Stockholders” has the meaning set forth in the preamble hereof.     “Series D Threshold Amount” means, with respect to each outstanding share of Series DPreferred Stock outstanding on the relevant date of determination, (a) during the period from theSeries D Issue Date to the second anniversary of the Series D Issue Date, 150% of the Series DConversion Price plus accumulated and unpaid dividends, (b) at the third anniversary of the SeriesD Issue Date, 160% of the Series D Conversion Price plus accumulated and unpaid dividends (providedthat if the date of determination occurs between the second and third anniversary of the Series DIssue Date, then the percentage value will be equal to the sum of (x) 150% and (y) the product of(i) a fraction (A) the numerator of which is the number of days between the second anniversary dateto the date of determination and (B) the denominator of which is 365 and (ii) 10%), (c) at thefourth anniversary of the Series D Issue Date, 170% of the Series D Conversion Price plusaccumulated and unpaid dividends (provided that if the date of determination occurs between thethird and fourth anniversary of the Series D Issue Date, then the percentage value will be equal tothe sum of (x) 160% and (y) the product of (i) a fraction (A) the numerator of which is the numberof days between the third anniversary date to the date of determination and (B) the denominator ofwhich is 365 and (ii) 10%), (d) at the fifth anniversary of the Series D Issue Date, 180% of theSeries D Conversion Price plus accumulated and unpaid dividends (provided that if the date ofdetermination occurs between the fourth and fifth anniversary of the Series D Issue Date, then thepercentage value will be equal to the sum of (x) 170% and (y) the product of (i) a fraction (A) thenumerator of which is the number of days between the fourth anniversary date to the date ofdetermination and (B) the denominator of which is 365 and (ii) 10%), and (e) after the fifthanniversary of the Series D Issue Date, 180% of the Series D Conversion Price plus accumulated andunpaid dividends.     “Series E Certificate of Designation” means the Certificate of Designation of thePowers, Preferences and Relative, Participating, Optional and other Special Rights of ConvertiblePreferred Stock, Series E, and Qualifications, Limitations and Restrictions thereof, of theCorporation, adopted on September __, 2008, as amended and restated from time to time.     “Series E Conversion Price” means the Conversion Price as defined in the Series ECertificate of Designation as in effect from time to time.*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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     “Series E Preferred Stockholders” means each of the individuals and entities listed inExhibit C that hold Series E Preferred Stock.     “Series E Threshold Amount” means 200% of the Series E Conversion Price.     “Stockholders” means the Common Stockholders, the Preferred Stockholders and theConvertible Noteholders collectively.     “Subsidiary” means, with respect to any Person, any corporation, partnership, limitedliability company, association, Joint Venture or other business entity of which more than 50% ofthe total voting power of shares of stock or other ownership interests entitled (without regard tothe occurrence of any contingency) to vote in the election of the members of the Governing Body isat the time owned or controlled, directly or indirectly, by that Person or one or more of the otherSubsidiaries of that Person or a combination thereof.     “Telepark Purchase Agreement” means that certain Stock Purchase Agreement, dated May23, 2007, by and among Telepark Corp., N&P, and the Corporation.     “Transfer” or “Transferred” means any sale, transfer, gift, pledge,assignment, distribution, encumbrance, hypothecation, mortgage, granting of a security interest,charge or Lien in or other disposition, including, without limitation, any transfer of bankruptcyassets pursuant to the U.S. Bankruptcy Code.     “Transfer Acceptance” has the meaning set forth in Section 2.5.2 hereof.     “Transferor” has the meaning set forth in Section 2.5.1 hereof.     “Trigger Events” means each of the following events: (i) the consummation of aninitial public offering, (ii) the Corporation’s Total Leverage Ratio measured at the end of eachFiscal Quarter, exceeding 4.5 to 1 for two consecutive quarters, (iii) the Corporation’s LTMEBITDA, measured at the end of each Fiscal Quarter, failing to be greater than or equal to$100,000,000 for two consecutive quarters, (iv) after the Effective Date, the sale or Transfer,directly or indirectly, by N&P or Mr. Claure of any of its or his shares of Common Stock (otherthan to a Permitted Transferee), (v) the death or Disability of Mr. Claure, (vi) if Mr. Claureceases to be the Chief Executive Officer of the Corporation for any reason, or (vii) LindsayGoldberg executes a voting proxy (other than with respect to veto rights) for the benefit of Mr.Claure with respect to its Series D Preferred Stock which is irrevocable prior to the occurrence ofany of the events in (i)-(vi) above.          “VZ/BZ Aladi Arrangement” means a financing arrangement under the Aladi Treaty betweenBrazil, Venezuela and Mexico, pursuant to which SIMM-Solucoes Inteligentes Para Mercado Movel doBrasil Ltda., an Affiliate of the Corporation (“Simm”), obtains advances from certainBrazilian banks for shipments from Motorola to customers of Simm located in Venezuela with suchadvances being secured by letters of credit in favor of Simm and a Motorola guaranty. As a resultof the foregoing, Simm incurs a temporary liability until such letters of credit are drawn upon bythe applicable Brazilian bank.     2. Transfer Restrictions.*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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          2.1 General Restrictions. No Covered Security now owned (beneficially or otherwise)or subsequently acquired (directly or indirectly) by any Stockholder shall be Transferred, exceptin accordance with this Agreement. Every Transfer of Covered Securities by a Stockholder shall besubject to the condition that the proposed transferee, if not already bound by this Agreement,shall first agree in writing, in form reasonably satisfactory to the Corporation, to be bound bythe terms hereof.          2.2 Certain Permitted Transfers.               2.2.1 Subject to the last sentence of Section 2.1 hereof, each Stockholder may, at any time,Transfer any of his or its Covered Securities, without the consent of any other party hereto andwithout first complying with the provisions of Section 2.4 hereof (each, together with a Transferpermitted under Section 2.2.2. below, a “Permitted Transfer”) to (i) its Affiliates; (ii)his or her spouse (other than in connection with a divorce proceeding), parents, children (naturalor otherwise), stepchildren or grandchildren, or a trust or similar vehicle solely for the benefitof any such person or persons; (iii) such Stockholder’s stockholders, officers or directors,partners or members, as applicable, on a pro-rata basis in connection with any dividend,distribution or upon liquidation thereof; (iv) to any other Stockholder; or (v) in the case of anyInvestor, to a pledgee that is a commercial bank or other financial institution providing financingto such Investor, which such pledgee is taking a security interest in such Investor’s CoveredSecurities in connection with such financing; provided, however, that, in any suchabove described event, such transferring Stockholder shall notify the Corporation, in writing,prior to such Permitted Transfer.               2.2.2 Subject to the last sentence of Section 2.1 hereof, each Stockholder may, at any time,Transfer any of his or its Covered Securities to any Person, without the consent of any other partyhereto, but subject to Sections 2.4 and 2.5 hereof (a “Permitted Transfer”);provided, however, that no Investor may Transfer any of his or its CoveredSecurities to an Industry Participant, except as otherwise provided in Section 2.3.2 hereof.          2.3 Preemptive Rights and Rights of First Offer.               2.3.1 Preemptive Rights Upon Corporate Issuances.                    2.3.1.1 Preemptive Rights. At any time prior to a Qualified Public Offering, if theCorporation shall propose to issue any New Securities, the Corporation first shall offer, bywritten notice, to the Investors the right, for a period of thirty (30) days (the “RefusalPeriod”), to purchase for cash at an amount equal to the price or fair market value of otherconsideration for which such New Securities are to be issued, a number of such New Securitiesoffered in such proposed issuance so that, after giving effect to such issuance (and theconversion, exercise or exchange into or for, whether directly or indirectly, shares of CommonStock of all such New Securities that are so convertible, exercisable or exchangeable), each of theInvestors will continue to maintain his or its same proportionate ownership of the Fully DilutedCapital Stock as of the date of such notice (treating each of such Investors, for the purpose ofsuch computation, as the holder of (i) the number of shares of Common Stock that would be issuableto such party upon the conversion, exercise or exchange of all Convertible Securities held by suchparty on the date such offer is made into or for (whether directly or*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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indirectly) shares of Common Stock and assuming the like conversion, exercise or exchange ofall such other Convertible Securities held by other persons), in addition to (ii) the number ofshares of Common Stock such Investor holds.                    2.3.1.2 Mechanics of Preemptive Right. The closing of any purchase of any NewSecurities proposed to be issued pursuant to this Section 2.3 shall take place at the principaloffice of the Corporation within ninety (90) days after the date of the Corporation’s writtennotice to the Investors (each, a “Closing Date”); provided that such 90-day period shall beextended to the extent necessary to obtain all the required consents and approvals of anyGovernment Authority. The Corporation’s written notice to the Investors shall describe the NewSecurities proposed to be issued by the Corporation and specify the number of New Securities to beoffered to the Investors (determined pursuant to Section 2.3.1.1 hereof), price and other terms.Each Investor may accept the Corporation’s offer as to the full number of New Securities (asdetermined pursuant to Section 2.3.1.1), or any lesser number, by written notice thereof given bysuch Investor to the Corporation prior to the expiration of the Refusal Period, in which event theCorporation shall sell and such Investor shall buy, upon the terms specified, the number of NewSecurities agreed to be purchased by such Investor by the Closing Date and concurrent with the saleby the Corporation of the remainder of such New Securities as hereinafter provided. In its writtennotice of acceptance to the Corporation, each Investor may indicate the maximum number of NewSecurities such Investor would purchase in excess of such Investor’s Pro Rata Share (the“Excess Amount”). For purposes of this Section 2.3.1.2, “Pro-Rata Share” shallmean, with respect to each Investor, the percentage equal to (i) the number of Covered Securitiesowned by such Investor as the aggregate of (x) the number of shares of Common Stock that would beissuable to such Investor upon the conversion, exercise or exchange of all Convertible Securitiesheld by such Investor on the date such offer is made into or for (whether directly or indirectly)shares of Common Stock and (y) the number of shares of Common Stock owned by such Investor, dividedby (ii) the number of Covered Securities owned by all Investors as the aggregate of (x) the numberof shares of Common Stock that would be issuable upon the conversion, exercise or exchange of allConvertible Securities on the date such offer is made into or for (whether directly or indirectly)shares of Common Stock and assuming the like conversion, exercise or exchange of all such otherConvertible Securities held by all Investors and (y) the number of shares of Common Stock owned byall Investors. If one or more Investors declines to participate in such purchase or elects topurchase less than such Investor’s Pro-Rata Share, then such rejected New Securities shallautomatically be deemed to be accepted by the Investors who specified an Excess Amount in theirrespective notice of acceptance, allocated among such Investors in proportion to their respectivePro-Rata Share determined based only on the participating Investors but in no event shall an amountgreater than an Investor’s Excess Amount be allocated to such Investor. Any excess New Securitiesshall be allocated among the remaining participating Investors whose specified Excess Amount hasnot been satisfied in proportion to their respective Pro-Rata Share, determined based only on theparticipating Investors, and such procedure shall be employed until the entire Excess Amount ofeach participating Investor has been satisfied or all New Securities have been allocated. TheCorporation shall be free at any time during the period of sixty (60) days after the Refusal Periodto offer and sell to a purchaser (who shall not be any of the Mitsui Competitors on or prior toDecember 31, 2010, unless otherwise agreed by Mitsui) in one transaction or a series oftransactions, the remainder of the New Securities proposed to be issued by the Corporation*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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(including, but not limited to, the New Securities not agreed by the Investors to be purchasedby them), at a price and on other terms no more favorable to such purchaser than those specified insuch notice of offer to the Investors. However, if such sale or sales is or are not consummatedwithin such sixty (60) day period as to any number of New Securities, the Corporation shall notsell such New Securities as shall not have been purchased within such period without againcomplying with this Section 2.3.1.          2.3.2 Transfer to Industry Participant.                    2.3.2.1 If a Default or Event of Default has occurred and is continuing under the 2003Purchase Agreement and/or a Protective Default, Payment Default or Outside Date Default hasoccurred and is continuing under the Series B Certificate of Designation and/or the Series CCertificate of Designation and/or the Series D Certificate of Designation (collectively, a“Default”), and then only during such period as the Corporation is in Default under thesaid instrument, an Investor (for purposes of this Section 2.3.2, the “OfferingStockholder”) may Transfer to an Industry Participant all or any portion of the CoveredSecurities covered by such instrument and held by such Offering Stockholder, and if such Transferis prior to a Qualified Public Offering, the Offering Stockholder shall deliver written notice tothe Corporation of its intent to Transfer all or a portion of its Covered Securities (the“Offered Securities”) to an Industry Participant. The written notice (the “Request forOffer”) shall include a request that the Corporation make a written offer to the OfferingStockholder to purchase the Offered Securities. The Corporation shall have a period of thirty (30)calendar days in which to make a written offer (the “Corporation Offer”) to the OfferingStockholder to purchase all but not less than all of the Offered Securities, which CorporationOffer shall include the proposed purchase price per security for the Offered Securities and allother material terms and conditions of the Corporation Offer. The Corporation shall, withinfifteen (15) calendar days after delivery of the Corporation Offer provide written evidence to theOffering Stockholder that it is ready, willing and able to purchase the Offered Securities, suchwritten evidence to be satisfied by verified account statements reflecting that the Corporationmaintains sufficient cash or cash equivalents on hand to cover the aggregate purchase price for theOffered Securities or a written financing commitment from a lender reasonably acceptable to theOffering Stockholder.                    2.3.2.2 The Offering Stockholder shall have the right for a period of fifteen (15) calendardays after receipt of the financial information described in the last sentence of Section 2.3.2.1to accept the Corporation Offer. The Offering Stockholder’s right to accept the Corporation Offershall be exercised by delivering written notice (the “Offering Stockholder Acceptance”) tosuch effect to the Corporation. An Offering Stockholder Acceptance shall be deemed to be anirrevocable commitment to Transfer the Offered Securities to the Corporation at the price and onall other terms and conditions set forth in the Corporation Offer and in this Section 2.3.2. Thefailure of the Offering Stockholder to exercise its right to accept the Corporation Offer withinsuch fifteen (15) calendar day period shall be deemed to be a waiver of its right to accept theCorporation Offer.                    2.3.2.3 If the Offering Stockholder accepts the Corporation Offer, the purchase and sale ofthe Offered Securities to the Corporation shall occur at such time as requested by the OfferingStockholder; provided, however, that such date shall not be earlier than twenty(20) Business Days following the Offering Stockholder Acceptance or later than ninety*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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(90) days following the date on which the Request for Offer was received by the Corporation.Such sale shall be effected by the Offering Stockholder’s delivery to the Corporation ofcertificates evidencing the Offered Securities purchased, duly endorsed for Transfer, againstpayment to the Offering Stockholder of the purchase price therefor by the Corporation.                    2.3.2.4 If the Offering Stockholder rejects the Corporation Offer under this Section 2.3.2,and the Offering Stockholder elects to Transfer the Offered Securities to an Industry Participant,the Transfer must be consummated within one hundred twenty (120) days following the date on whichthe Request for Offer was received by the Corporation (provided that such 120-day period shall beextended to the extent necessary to obtain all the required consents and approvals of anyGovernment Authority) and the purchase price paid or payable by the Industry Participant for theOffered Securities shall be greater than the purchase price set forth in the Corporation Offer.                    2.3.2.5 Nothing in this Section 2.3.2 shall entitle the Corporation to have a right of firstoffer on any Covered Securities held by any Investor except in the specific circumstance describedin Section 2.3.2.1.          2.4Right of Co-Sale.               2.4.1 (a) At any time prior to the consummation of the Corporation’s Qualified PublicOffering, if any Management Controlling Stockholder (for purposes of this Section 2.4, the“Management Controlling Offering Stockholder”) proposes to Transfer its or his CoveredSecurities to a Person not a Permitted Transferee described in clauses (i) or (ii) of Section 2.2.1in a transaction otherwise permitted under and in compliance with Sections 2.1 or 2.2.2 hereof,then each Investor shall be afforded the opportunity, pursuant to a written notice from suchManagement Controlling Offering Stockholder to join in such Transfer by selling its CoveredSecurities in accordance with Section 2.4.3 below (the “Management Controlling Co-SaleNotice”).                    (b) At any time prior to the consummation of the Corporation’s Qualified Public Offering, ifany Series D Preferred Stockholder (for purposes of this Section 2.4, the “Series D PreferredOffering Stockholder”) proposes to Transfer its or his Covered Securities to a Person not aPermitted Transferee described in clauses (i) or (ii) of Section 2.2.1 in a transaction otherwisepermitted under and in compliance with Sections 2.1 or 2.2.2 hereof, then each Series E PreferredStockholder shall be afforded the opportunity, pursuant to a written notice from such Series DPreferred Offering Stockholder to join in such Transfer by selling its Series E Preferred Stock inaccordance with Section 2.4.3 below (the “Series D Preferred Co-Sale Notice”).               2.4.2 The Co-Sale Offering Stockholder shall deliver the Co-Sale Notice at least twenty (20)Business Days prior to the consummation of the Proposed Transfer and shall include: (i) the numberof Covered Securities that the Co-Sale Offering Stockholder owns and wishes to sell (for purposesof this Section 2.4, the “Offered Shares”), (ii) the proposed purchase price per share forthe Offered Shares (the offer to purchase such shares shall be in cash or cash equivalent only),(iii) the identity of the proposed transferee, (iv) written evidence that the proposed transfereehas made a bona fide offer for the Offered Shares and is ready, willing and*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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able to purchase the Offered Shares at the price specified and (v) all other terms andconditions of the offer made by the proposed purchaser of the Offered Shares.               2.4.3 Each Participating Investor may notify, within twenty (20) Business Days after the dateof the Co-Sale Notice, the Co-Sale Offering Stockholder of its election to sell a portion of itsCovered Securities to the proposed purchaser in an amount not exceeding the number of OfferedShares multiplied by such Participating Investor’s Co-Sale Pro Rata Portion (the “Co-SaleElection”). The Co-Sale Election shall be deemed to be an irrevocable commitment to sell tothe proposed purchaser the number of Covered Securities that the Participating Investor has electedto sell pursuant to the Co-Sale Election. The sale and purchase of Covered Securities contemplatedby the Co-Sale Election shall be on the same terms set forth in the Co-Sale Notice. The number ofOffered Shares sold to the proposed purchaser by the Co-Sale Offering Stockholder shall be reducedby the number of Covered Securities purchased by the proposed purchaser from the ParticipatingInvestor under this Section 2.4. The closing of the sale of Covered Securities by theParticipating Investor to the proposed purchaser shall occur simultaneously with the closing of thesale of Offered Shares by the Co-Sale Offering Stockholder to the proposed purchaser. Any suchsale within one hundred twenty (120) days after the date of receipt of the Co-Sale Notice shall bemade only to persons identified in the Co-Sale Notice and at the same price and upon the same termsand conditions as those set forth in the Co-Sale Notice. In the event such Co-Sale OfferingStockholder has not sold the Offered Shares within such 120-day period, the Co-Sale OfferingStockholder shall not thereafter sell any Covered Securities without first complying with theprovisions of this Section 2.4.               2.4.4 The Corporation shall register any Transfer of any Offered Shares in its records andshall issue the applicable share certificates to any transferee.               2.4.5 The Participating Investor shall not be responsible for any costs incurred by theCorporation or any other party as a result of the Participating Investor exercising its rightsunder this Section 2.4, except for any legal fees, expenses and selling commissions personallyincurred or contracted for by the participating Investor (or Series E Preferred Stockholder, asapplicable).          2.5 Transfer to Mitsui Competitor.               2.5.1 Prior to January 1, 2011, provided that a Qualified Public Offering has not yet beenconsummated, if any stockholder (for the purposes of this Section 2.5, the “Transferor”)other than N&P and its Permitted Transferees wishes to Transfer any of his or its CoveredSecurities to any of the Mitsui Competitors, the Transferor shall deliver written notice to Mitsuiof its intent to Transfer all or a portion of its Covered Securities (the “ProposedSecurities”) to a Mitsui Competitor. The written notice (the “Request for MitsuiOffer”) shall include a request that Mitsui make a written offer to the Transferor to purchasethe Proposed Securities. Mitsui shall have a period of ten (10) Business Days in which to make awritten non legally binding proposal (the “Mitsui Preliminary Proposal”) to the Transferorto purchase all of the Proposed Securities, which Mitsui Preliminary Proposal shall include theproposed purchase price per security for the Proposed Securities and all other material terms andconditions of such purchase. Mitsui shall, subject to its board approval, within thirty (30)calendar days after delivery of the Mitsui Preliminary Proposal provide a written legally bindingoffer (the “Mitsui*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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Binding Offer”) to the Transferor to purchase the Proposed Securities, with suchwritten evidence that Mitsui is ready, willing and able to purchase the Proposed Securities, suchwritten evidence to be satisfied by verified account statements reflecting that Mitsui maintainssufficient cash or cash equivalents on hand to cover the aggregate purchase price for the ProposedSecurities or a written financing commitment from a lender reasonably acceptable to the Transferor.If Mitsui does not make both a Mitsui Preliminary Proposal and a Mitsui Binding Offer within thetime periods set forth above, Mitsui will be deemed to have waived its rights with respect to suchoffer.               2.5.2 The Transferor shall have the right for a period of fifteen (15) calendar days afterreceipt of the financial information described in the second to last sentence of Section 2.5.1 toaccept the Mitsui Binding Offer. The Transferor’s right to accept the Mitsui Binding Offer shallbe exercised by delivering written notice (the “Transferor Acceptance”) to such effect toMitsui. The Transferor Acceptance shall be deemed to be an irrevocable commitment to Transfer theProposed Securities to Mitsui at the price and on all other terms and conditions set forth in theMitsui Binding Offer and in this Section 2.5. The failure of the Transferor to exercise its rightto accept the Mitsui Binding Offer within such fifteen (15) calendar day period shall be deemed tobe a waiver of its right to accept the Mitsui Binding Offer.               2.5.3 If the Transferor accepts the Mitsui Binding Offer, both the Transferor and Mitsui shallexercise their best efforts to cause the purchase and sale of the Proposed Securities to occur nolater than twenty (20) Business Days following the Transferor Acceptance, which date may beextended by written agreement of both the Transferor and Mitsui, in the event of delay caused by,including, but not limited to, (i) action necessary by the Transferor to cause the sale, or (ii)action by any Government Authority but in any event will close within forty-five (45) BusinessDays. The Transferor and the Corporation shall cooperate with Mitsui in preparing any necessaryfiling with the Government Authority so that Mitsui can close within the period specified above.Such sale shall be effected by the Transferor’s delivery to Mitsui of certificates evidencing theProposed Securities purchased, duly endorsed for Transfer, against payment to the Transferor of thepurchase price therefor by Mitsui. Failure by Mitsui to close is a waiver of its rights hereunder.               2.5.4 If the Transferor rejects the Mitsui Binding Offer (or accepts the Mitsui Binding Offeras to a portion of the Proposed Securities) under this Section 2.5, and the Transferor elects toTransfer the Proposed Securities (or the rest of the Proposed Securities) to a Mitsui Competitor,the Transfer must be consummated within one hundred twenty (120) days following the date on whichthe Request for Mitsui Offer was received by Mitsui, at a purchase price greater than the purchaseprice set forth in the Mitsui Offer and on other terms not more favorable to the transferee thanthe terms set forth in the Mitsui Binding Offer.               2.5.5 Prior to January 1, 2011, provided that a Qualified Public Offering has not yet beenconsummated, N&P and its Permitted Transferees shall not Transfer any of their Covered Securitiesto any of the Mitsui Competitors without the express prior written consent of Mitsui.*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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     3. Drag-Along Rights.          3.1 Sale of Control.               3.1.1 At any time prior to the consummation of the Corporation’s Qualified Public Offering, ifthe Stockholders holding a majority of the voting power of the outstanding Fully Diluted CapitalStock of the Corporation (the “Control Stockholders”) shall propose to sell to a thirdparty that is not an Affiliate of the Corporation or any Stockholder (a “Sale of Control”)all or substantially all of their Covered Securities (provided that shares representing at least amajority of the voting power of the Corporation shall have been Transferred), at a purchase priceper share not less than the Series B Threshold Amount or the Series C Threshold Amount, whichconsideration shall be at least 90% in cash or securities registered under the Securities Act andlisted on a national exchange or on the Nasdaq National Market, then the Control Stockholders shallhave the right (but not the obligation) to cause each Series B and C Preferred Stockholder to sellor cause to be sold the same proportionate part of the Covered Securities owned by such Series Band C Preferred Stockholder as are proposed to be sold by such Control Stockholders, for theconsideration equal to the sum of (i) the same consideration per share and (ii) theamount of dividends, if any, accrued and unpaid on such Covered Securities to be sold by suchSeries B and C Preferred Stockholder and otherwise on the same terms and conditions obtained bysuch Control Stockholders in the Sale of Control.               3.1.2 At any time prior to the consummation of the Corporation’s Qualified Public Offering, ifthe Control Stockholders shall propose a Sale of Control of all or substantially all of theirCovered Securities (provided that shares representing at least a majority of the voting power ofthe Corporation shall have been Transferred), at a purchase price per share not less than theSeries D Threshold Amount, then the Control Stockholders shall have the right (but not theobligation) to cause each Series D Preferred Stockholder to sell or cause to be sold the sameproportionate part of the Covered Securities owned by such Series D Preferred Stockholder as areproposed to be sold by such Control Stockholders, for the consideration equal to the sum of (i) thesame consideration per share and (ii) the amount of dividends, if any, accrued and unpaid on suchCovered Securities to be sold by such Series D Preferred Stockholder and otherwise on the sameterms and conditions obtained by such Control Stockholders in the Sale of Control.               3.1.3 At any time prior to the consummation of the Corporation’s Qualified Public Offering, ifthe Control Stockholders shall propose a Sale of Control of all or substantially all of theirCovered Securities (provided that shares representing at least a majority of the voting power ofthe Corporation shall have been Transferred), at a purchase price per share not less than theSeries E Threshold Amount, then the Control Stockholders shall have the right (but not theobligation) to cause each Series E Preferred Stockholder to sell or cause to be sold the sameproportionate part of the Covered Securities owned by such Series E Preferred Stockholder as areproposed to be sold by such Control Stockholders, for the consideration equal to the sum of (i) thesame consideration per share and (ii) the amount of dividends, if any, accrued and unpaid on suchCovered Securities to be sold by such Series E Preferred Stockholder and otherwise on the sameterms and conditions obtained by such Control Stockholders in the Sale of Control.*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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               3.1.4 At any time prior to the consummation of the Corporation’s Qualified Public Offering, ifthe Control Stockholders shall propose a Sale of Control of all or substantially all of theirCovered Securities (provided that shares representing at least a majority of the voting power ofthe Corporation shall have been Transferred), then the Control Stockholders shall have the right(but not the obligation) to cause each Common Stockholder to sell or cause to be sold the sameproportionate part of the Covered Securities owned by such Common Stockholder as are proposed to besold by such Control Stockholders, for consideration equal to the sum of (i) the same considerationper share and (ii) the amount of dividends, if any, accrued and unpaid on such Covered Securitiesto be sold by such Common Stockholder and otherwise on the same terms and conditions obtained bysuch Control Stockholders in the Sale of Control. For purposes of this Section 3.1.4, the ControlStockholders may not require (A) Mitsui or its Affiliates to sell shares of Common Stock pursuantto this Section if such Common Stock was received on conversion of Series B Preferred Stock orSeries C Preferred Stock unless the consideration per share equals or exceeds the Series BThreshold Amount with respect to shares of Common Stock received on conversion of the Series BPreferred Stock and the Series C Threshold Amount with respect to shares of Common Stock receivedon conversion of the Series C Preferred Stock or (B) Lindsay Goldberg or its Affiliates to sellshares of Common Stock pursuant to this Section if such Common Stock was received on conversion ofSeries D Preferred Stock unless the consideration per share equals or exceeds the Series DThreshold Amount with respect to shares of Common Stock received on conversion of the Series DPreferred Stock.          3.2Closing. The closing of any sale under this Section 3 shall be on a datedetermined by the Control Stockholders, which date shall not be less than twenty (20) Business Daysafter the date the written notice of the Sale of Control shall be given. A Stockholderparticipating in the sale pursuant to this Section shall deliver to the transferee(s) at theclosing, one or more certificates, properly endorsed for Transfer or accompanied by stock transferpowers duly endorsed for Transfer, with all stock transfer taxes paid and stamp affixed, whichrepresent the Covered Securities owned by such Stockholder and required to be Transferred pursuantto Section 3.1 above. In the event that the Stockholders are required by the Control Stockholdersto make any representations, warranties or indemnities for the benefit of the purchaser inconnection with a Sale of Control, then (x) no Stockholder will be liable for more than the totalnet proceeds (net of taxes paid in respect of such proceeds) received by such Stockholder inconnection with such Sale of Control and (y) no Stockholder shall be required, in its capacity as aStockholder, to make any representations or warranties other than representations, warranties andindemnities made by a Stockholder concerning that Stockholder’s valid ownership of its CoveredSecurities, free of Liens and encumbrances, and that Stockholder’s authority, power and right toenter into and consummate such Sale of Control, but all Stockholders shall jointly, but subject tothe provisions of the preceding clause (x), provide the indemnities required by the ControlStockholders relating to the breach of any representation or warranty made by the Corporation (butnot any representation or warranty made by any other Stockholder). In addition, such Stockholdersshall reasonably cooperate in order to effect the Sale of Control described in this Section 3.2,and the Corporation and such Stockholders shall provide reasonable assistance to the ControlStockholders in connection with the preparation of disclosure schedules relating to representationsand warranties to be made to the transferee(s).     4. Registration Rights.*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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          4.1 Demand Registration Rights.                    4.1.1 Demand Registration Rights. (a) The Majority Noteholder Investors shallcollectively have the right by written notice at any one time after the earlier to occur of (i)consummation of an initial public offering and (ii) the maturity date of the Convertible SeniorSubordinated Notes, to request that the Corporation effect a Registration under the Securities Actof its shares of Common Stock underlying, or previously converted into pursuant to the terms of,the Convertible Senior Subordinated Notes or the Series E Preferred Stock; (b) the Series B and CMajority Preferred Investors shall collectively have the right by written notice, at any one timeafter the earlier to occur of (i) the date on which any other Stockholder can exercise demandregistration rights similar to those granted to the Series B and C Majority Preferred Investorspursuant to this Section 4.1.1, (ii) consummation of an initial public offering, and (iii)September 30, 2011, to request that the Corporation effect a Registration under the Securities Actof its shares of Common Stock (x) underlying, or previously converted into pursuant to the termsof, the Series B Preferred Stock or the Series C Preferred Stock, (y) held by the Series B and CMajority Preferred Investors or (z) held by Telepark Corp.; and (c) the Series D Majority PreferredInvestors shall collectively have the right by written notice, at any one time after the earlier tooccur of (i) the date on which any other Stockholder can exercise demand registration rightssimilar to those granted to the Series D Preferred Stockholders pursuant to this Section 4.1.1,(ii) consummation of an initial public offering, and (iii) September 30, 2011, to request that theCorporation effect a Registration under the Securities Act of its shares of Common Stockunderlying, or previously converted into pursuant to the terms of, the Series D Preferred Stock.The Corporation shall use its reasonable best efforts to effect the Registration under theSecurities Act of the Demand Shares that the Corporation has been so requested by the applicableInvestors under either clause (a), (b) or (c) of this Section 4.1.1 (in such capacity, the“Initiating Stockholders”) to Register (including, without limitation, appropriatequalification under applicable blue sky or other state securities laws and appropriate compliancewith applicable regulations under the Securities Act and any other governmental requirements orregulations) in accordance with this Section 4.1.                    4.1.1.1 Limitations. The Corporation shall not be required to file and cause tobecome effective (i) any Registration Statement, the reasonably anticipated aggregate price to thepublic of which would not exceed $10,000,000, (ii) any Registration Statement during any period inwhich any other Registration Statement (other than on Form S-4 or Form S-8 promulgated under theSecurities Act or any successor forms thereto) pursuant to which Primary Shares are to be or weresold has been filed and not withdrawn or has been declared effective within the prior ninety (90)days and in which the holders of Registrable Shares may include Registrable Shares pursuant toSection 4.2, and (iii) any Registration Statement that would require an audit of the Corporation tobe performed outside of the ordinary course of business.                    4.1.1.2 Delay. The Corporation may delay the filing or effectiveness of anyRegistration Statement after the date of a request for Registration pursuant to this Section 4 ifat the time of such request (i) the Corporation is engaged, or has fixed plans to engage, withinthirty (30) days of the time of such request, in a firm commitment underwritten public offering ofPrimary Shares in which the holders of Registrable Shares may include Registrable Shares pursuantto Section 4.2 hereof or (ii) the Corporation provides to the Initiating*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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Stockholders a written certificate, signed by the President of the Corporation, stating thatin the good faith determination of the Board, such registration and offering would be seriouslydetrimental to any material transaction involving the Corporation; provided,however, that the Corporation may delay the filing or effectiveness of a RegistrationStatement pursuant to this Section 4.2.1.2 no more than two (2) times during the term of thisAgreement, and then, as to each, for a period not in excess of ninety (90) days from the effectivedate of such offering, or the date of commencement of such other transaction, as the case may be,but in no event more than one hundred twenty (120) days from the date of a request for Registrationpursuant to this Section 4.                    4.1.1.3 Registration Mechanics; Allocation of Shares in Demand Registration.Following receipt of a written request by the Initiating Stockholders to effect a Registrationunder the Securities Act of their shares of Common Stock pursuant to Section 4.1.1 hereof (each a“Demand Notice”), the Corporation shall notify all holders of Registrable Shares from whoma Demand Notice has not been received, and the Corporation shall use its reasonable best efforts toRegister under the Securities Act, for public sale in accordance with the method of dispositionspecified in the Demand Notice, the number of shares of Common Stock specified in the Demand Notice(and, as applicable, in all other notices received by the Corporation from other holders ofRegistrable Shares within thirty (30) days after the giving of such notice by the Corporation) (theInitiating Stockholders and all other holders of Registrable Shares giving such notice to theCorporation, collectively the “Demand Stockholders”) and any Primary Shares.Notwithstanding the foregoing, if the managing underwriter (as selected by a majority-in-interestof the Demand Stockholders included in such Registration and as shall be reasonably acceptable tothe Corporation) advises the Corporation that the inclusion of all Registrable Shares and/orPrimary Shares proposed to be included in such Registration would interfere with the successfulmarketing (including pricing) of the Registrable Shares proposed to be included in suchRegistration, then the number of Registrable Shares and/or Primary Shares proposed to be includedin such Registration shall be included in the following order: a) first, the Demand Shares and any other CoveredSecurities owned by all Demand Stockholders based on their pro-rata percentagesof Demand Shares and other Covered Securities requested to be Registered; and  b) second, the Primary Shares; and  c) third, all other Registrable Shares (or, if necessary,such Registrable Shares *pro rata*, among the Stockholders thereof based upon thenumber of Registrable Shares requested to be Registered by each suchStockholder).                    4.1.1.4 Withdrawal in Demand Registration. At any time before the RegistrationStatement covering Registrable Shares becomes effective, the Initiating Stockholders may requestthe Corporation to withdraw or not to file such Registration Statement. In that event, if suchrequest for withdrawal shall not have been caused by, or made in response to, the InitiatingStockholders learning of an event resulting in a material adverse effect on the business,properties, condition (financial or otherwise) or operations of the Corporation not known at thetime of their Demand Notice, the Initiating Stockholders shall lose their applicable*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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demand registration rights under this Section 4.1 unless the Initiating Stockholders shall payto the Corporation the expenses incurred in connection therewith by the Corporation through thedate of such request.                    4.1.1.5 Inability to Transfer Sufficient Registrable Shares. If the InitiatingStockholders are unable to Transfer at least eighty percent (80%) of their Registrable Shares, thenthe Corporation shall still be required to effect such Registration; provided, however, a demandshall not be deemed to have been made by such Investors under this Section 4.1.          4.2 Piggyback Registration Rights.               4.2.1 Notice of Piggyback Registration and Inclusion of Registrable Shares. Subjectto the terms of this Agreement, if the Corporation at any time proposes for any reason to Registerany of its Common Stock (either for its own account or the account of a security holder) on a formthat would be suitable for a Registration involving Registrable Shares (except with respect toregistrations on Form S-4 or Form S-8 promulgated under the Securities Act or any successor formsthereto), the Corporation will (i) promptly give each holder of Registrable Shares written noticethereof (which shall include a list of the jurisdictions in which the Corporation intends toattempt to qualify such securities under the applicable blue sky or other state securities laws)and (ii) include in such Registration (and any related qualification under blue sky laws or othercompliance laws or regulations), and in any underwriting involved therein, all the RegistrableShares specified in a written request delivered to the Corporation by any such Stockholder withinthirty (30) days after delivery of such written notice from the Corporation.               4.2.2 Notice of Underwriting in Piggyback Registration. If the Registration of whichthe Corporation gives notice is for a Registered public offering involving an underwriting, theCorporation shall so advise holders of Registrable Shares as a part of the written notice givenpursuant to Section 4.2.1 hereof. In such event, the right of any such Stockholder to Registrationshall be conditioned upon such underwriting and the inclusion of such Stockholder’s RegistrableShares in such underwriting to the extent provided in this Section 4.2. All Stockholders proposingto distribute their Registrable Shares through such underwriting shall (together with theCorporation and the other holders distributing their securities through such underwriting) enterinto a customary underwriting agreement with the underwriter’s representative for such offering.The Stockholders shall have no right to participate in the selection of the underwriters for anoffering pursuant to this Section 4.2.               4.2.3 Marketing Limitation in Piggyback Registration. In the event the underwriter’srepresentative advises, in writing, the Corporation and Stockholders seeking Registration ofRegistrable Shares pursuant to this Section 4.2 that market factors (including, without limitation,the aggregate number of shares of Common Stock requested to be Registered, the general condition ofthe market, and the status of the persons proposing to sell securities pursuant to theRegistration) require a limitation of the number of Covered Securities to be underwritten, theunderwriter’s representative (subject to the allocation priority set forth in Section 4.1.1.3hereof) may:*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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                    4.2.3.1 in the case of the Corporation’s initial Registered public offering, exclude someor all Registrable Shares from such Registration and underwriting in the manner set forth inSection 4.2.4 hereof; and                    4.2.3.2 in the case of any Registered public offering subsequent to the initial publicoffering, and not otherwise as a result of a Demand Notice, limit the number of shares ofRegistrable Shares to be included in such Registration and underwriting to not less than twentypercent (20%) of all Covered Securities included in such Registration.               4.2.4 Allocation of Shares in Piggyback Registration. In the event that theunderwriter’s representative limits the number of Covered Securities to be included in aRegistration pursuant to Section 4.2.3 hereof, and such Registration is not a result of a DemandNotice, the Covered Securities (other than Registrable Shares) held by officers of the Corporationshall be excluded from such Registration and underwriting to the extent required by suchlimitation. If a limitation of the number of Covered Securities is still required after suchexclusion, the number of Covered Securities that may be included in such Registration (which shallnot be a result of a Demand Notice) and underwriting shall be included, subject to Section 4.2.3.2,in the following order: (i) first, the Primary Shares; (ii) second, the RegistrableShares; and (iii) third, all other Covered Securities held by the other Stockholders of theCorporation (or, if necessary, such Registrable Shares *pro rata*among the Stockholders thereofbased upon the number of Registrable Shares requested to be registered by each such Stockholder).               4.2.5 Withdrawal in Piggyback Registration. If any holder of Registrable Sharesdisapproves of the terms of any such underwriting, such person may elect to withdraw therefrom bywritten notice to the Corporation and the underwriter’s representative delivered at least seven (7)days prior to the effective date of the Registration Statement. Any Registrable Shares or othersecurities excluded or withdrawn from such underwriting shall be withdrawn from such Registration.            4.3 Expenses of Registration.     All expenses incurred by the Corporation in complying with Sections 4.1 and 4.2 hereof,including, without limitation, all Registration and filing fees, printing expenses, fees anddisbursements of counsel and independent public accountants for the Corporation, fees and expenses(including counsel fees) incurred in connection with complying with state securities or “blue sky”laws, fees of the Financial Industry Regulatory Authority, fees of transfer agents and registrars,costs of insurance and fees and disbursements of one counsel for the sellers of Registrable Sharesand underwriter counsel fees, but excluding any Selling Expenses, are called “RegistrationExpenses”. All underwriting discounts and selling commissions applicable to the sale ofRegistrable Shares are called “Selling Expenses”. The Corporation will pay allRegistration Expenses in connection with all Registration Statements under Sections 4.1 and 4.2hereof. All Selling Expenses in connection with each Registration Statement under Sections 4.1 and4.2 hereof shall be borne by the participating sellers including the Corporation in proportion tothe number of Registrable Shares sold by each or as they may otherwise agree.            4.4 Registration Procedures and Obligations.*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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     Whenever required under this Agreement to effect the Registration of any Registrable Shares,the Corporation shall, as expeditiously as reasonably possible:               4.4.1 Prepare and file with the Securities and Exchange Commission a Registration Statementwith respect to such Registrable Shares and use its reasonable best efforts to cause suchRegistration Statement to become effective, and, upon the request of Stockholders of a majority ofthe Registrable Shares registered thereunder, keep such Registration Statement effective for up toeighty (80) days.               4.4.2 Prepare and file with the Securities and Exchange Commission such amendments andsupplements to such Registration Statement and the prospectus used in connection with suchRegistration Statement as may be necessary to comply with the provisions of the Securities Act withrespect to the disposition of all securities covered by such Registration Statement.               4.4.3 Furnish to Stockholders such numbers of copies of a prospectus, including a preliminaryprospectus, in conformity with the requirements of the Securities Act, and such other documents asthey may reasonably request in order to facilitate the disposition of Registrable Shares owned bythem.               4.4.4 Use its reasonable best efforts to register and qualify the securities covered by suchRegistration Statement under such other securities or blue sky laws of such jurisdictions as shallbe reasonably requested by selling Stockholders; provided, however, that theCorporation shall not be required in connection therewith or as a condition thereto to qualify todo business or to file a general consent to service of process in any such states or jurisdictions;and provided, further, that in the event any jurisdiction in which the securitiesshall be qualified imposes a non-waivable requirement that expenses incurred in connection with thequalification of the securities be borne by selling Stockholders, such expenses shall be payable*pro rata*by selling Stockholders.               4.4.5 In the event of any underwritten public offering, enter into and perform its obligationsunder an underwriting agreement, in usual and customary form, with the managing underwriter of suchoffering. Each Stockholder participating in such underwriting shall also enter into and performits obligations under such an agreement.               4.4.6 Notify each Stockholder of Registrable Shares covered by such Registration Statement atany time when a prospectus relating thereto is required to be delivered under the Securities Act ofthe happening of any event as a result of which the prospectus included in such RegistrationStatement, as then in effect, includes an untrue statement of a material fact or omits to state amaterial fact required to be stated therein or necessary to make the statements therein notmisleading in the light of the circumstances then existing.               4.4.7 Provide a transfer agent and registrar for all Registrable Shares registered pursuant tosuch Registration Statement and a CUSIP number for all such Registrable Shares, in each case notlater than the effective date of such Registration.*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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               4.4.8 Furnish, at the request of any Stockholder requesting Registration of Registrable Sharespursuant to this Agreement, on the date that such Registrable Shares are delivered for sale inconnection with a Registration pursuant to this Agreement, (i) an opinion, dated such date, of thecounsel representing the Corporation for the purposes of such Registration, in form and substanceas is customarily given to underwriters in an underwritten public offering, addressed to suchStockholder and (ii) a letter, dated such date, from the independent certified public accountantsof the Corporation, in form and substance as is customarily given by independent certified publicaccountants to underwriters in an underwritten public offering, addressed to the underwriters.               4.4.9 Use its best efforts to cause all such Registrable Shares to be listed on eachsecurities exchange on which similar securities issued by the Corporation are then listed.               4.4.10 Subject to Section 12 hereof, make available for inspection by any seller ofRegistrable Shares to be sold pursuant to the Registration Statement, any underwriter participatingin any disposition pursuant to such Registration Statement, and any attorney, accountant or otheragent retained by any such seller or underwriter (collectively, the “Inspectors”), allfinancial and other records, pertinent corporate documents and properties of the Corporation(collectively, the “Records”), and cause the Corporation’s officers, directors, employeesand independent accountants to supply all information reasonably requested by any such seller,underwriter, attorney, accountant or agent in connection with such Registration Statement.               4.4.11 Otherwise use its best efforts to comply with all applicable rules and regulations ofthe Securities and Exchange Commission, and make available to its security holders, as soon asreasonably practicable, an earnings statement or such other document covering the period of atleast twelve (12) months beginning with the first day of the Corporation’s first full calendarquarter after the effective date of the Registration Statement, which earnings statement willsatisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.               4.4.12 After the filing of the Registration Statement, (i) cause the related prospectus to besupplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuantto Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act withrespect to the disposition of all Registrable Shares covered by such Registration Statement duringthe applicable period in accordance with the intended methods of disposition by the sellers of suchRegistrable Shares set forth in such Registration Statement or supplement to such prospectus and(iii) promptly notify each such seller holding Registrable Shares covered by such RegistrationStatement of any stop order issued or threatened suspending or preventing the use of any relatedprospectus or suspending the qualification of any securities included in such RegistrationStatement for sale in any jurisdiction and take all reasonable actions required to prevent theentry of such stop order or promptly to remove it if entered.               4.4.13 Have its employees and personnel (i) prepare and make presentations at any “road shows”and before analysts and rating agencies, as the case may be, (ii) take other actions to obtainratings for any Registrable Shares and (iii) otherwise provide reasonable assistance to theunderwriters (taking into account the needs of the Corporation’s*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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businesses and the requirements of the marketing process) in the offering, marketing orselling of Registrable Shares in any underwritten offering including due diligence of theCorporation by third parties (including underwriters or managers for any proposed public offering).          4.5 Indemnification.               4.5.1 The Corporation agrees to indemnify and hold harmless, to the extent permitted by law,each holder of Registrable Shares, its officers, directors, managers, employees, partners andagents and each Person who controls such holder (within the meaning of Section 15 of the SecuritiesAct or Section 20 of the Securities Exchange Act) against any losses, claims, damages, liabilities,joint or several, to which such holder or any such director, manager, officer, employee, partner oragent or controlling person may become subject under the Securities Act or otherwise, insofar assuch losses, claims, damages or liabilities (or actions or proceedings, whether commenced orthreatened, in respect thereof) arise out of or are based upon (i) any untrue or alleged untruestatement of a material fact contained (A) in any Registration Statement, prospectus or preliminaryprospectus or any amendment thereof or supplement thereto or (B) in any application or otherdocument or communication (in this Section 4.5 collectively called an “application”) executed by oron behalf of the Corporation or based upon written information furnished by or on behalf of theCorporation filed in any jurisdiction in order to qualify any securities covered by suchRegistration Statement under the “blue sky” or securities laws thereof, or (ii) any omission oralleged omission of a material fact required to be stated in any Registration Statement, prospectusor preliminary prospectus or any amendment thereof or supplement thereto or necessary to make thestatements therein not misleading, and the Corporation will reimburse such holder and each suchdirector, manager, officer, employee, partner or agent and controlling person for any legal or anyother expenses incurred by them in connection with investigating or defending any such loss, claim,liability, action or proceeding; provided, that the Corporation will not be liable in anysuch case to the extent that any such loss, claim, damage, liability (or action or proceeding inrespect thereof) or expense arises out of or is based upon an untrue statement or alleged untruestatement, or omission or alleged omission, made in such Registration Statement, any suchprospectus or preliminary prospectus or any amendment or supplement thereto, or in any application,in reliance upon and in conformity with written information prepared and furnished to theCorporation by such holder expressly for use therein or by such holder’s failure to deliver a copyof the Registration Statement or prospectus or any amendments or supplements thereto after theCorporation has furnished such holder with a sufficient number of copies of the same. Inconnection with an underwritten offering, the Corporation will indemnify such underwriters, theirofficers and directors and each Person who controls such underwriters (within the meaning of theSecurities Act) to the same extent as provided above with respect to the indemnification of theholders of Registrable Shares.               4.5.2 In connection with any Registration Statement in which a holder of Registrable Shares isparticipating, each such holder will furnish to the Corporation in writing such information anddocuments as the Corporation reasonably requests for use in connection with any such RegistrationStatement or prospectus and, to the extent permitted by law, will severally and not jointlyindemnify and hold harmless the Corporation, its directors and officers and each other Person whocontrols the Corporation (within the meaning of the Securities Act) against any losses, claims,damages, liabilities, joint or several, to which the Corporation or any such director or officer orcontrolling person may become subject under the Securities Act or*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings,whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrueor alleged untrue statement of a material fact contained in the Registration Statement, prospectusor preliminary prospectus or any amendment thereof or supplement thereto or in any application or(ii) any omission or alleged omission of a material fact required to be stated in any RegistrationStatement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto ornecessary to make the statements therein not misleading, and such holder will reimburse theCorporation and each such director, officer and controlling person for any legal or any otherexpenses incurred by them in connection with investigating or defending any such loss, claim,liability, action or proceeding, but in each case such holder will have obligations under thisSection only to the extent that such untrue statement or omission is made in such RegistrationStatement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, orin any application, in reliance upon and in conformity with written information prepared andfurnished to the Corporation by such holder expressly for use therein; provided, that theobligation to indemnify will be individual to each holder and will be limited to the net amount ofproceeds received by such holder from the sale of Registrable Shares pursuant to such RegistrationStatement.               4.5.3 Any Person entitled to indemnification hereunder will (i) give prompt written notice tothe indemnifying party of any claim with respect to which it seeks indemnification;provided, that the failure of any Person so to notify the indemnifying party will notrelieve the indemnifying party of its obligations hereunder except to the extent that theindemnifying party is materially prejudiced by such failure to notify and (ii) unless in suchindemnified party’s reasonable judgment a conflict of interest between such indemnified andindemnifying parties may exist with respect to such claim, permit such indemnifying party to assumethe defense of such claim with counsel reasonably satisfactory to the indemnified party. If suchdefense is assumed, the indemnifying party will not be subject to any liability for any settlementmade by the indemnified party without its consent (but such consent will not be unreasonablywithheld); provided, that without the prior written consent of the indemnified party, noindemnifying party will effect any settlement of any pending or threatened proceeding in respect ofwhich any indemnified party is or could have been a party and indemnity could have been soughthereunder by such indemnified party, unless such settlement includes an unconditional release ofsuch indemnified party from all liability arising out of such proceeding. An indemnifying partywho is not entitled to, or elects not to, assume the defense of a claim will not be obligated topay the fees and expenses of more than one counsel for all parties indemnified by such indemnifyingparty with respect to such claim, unless in the reasonable judgment of any indemnified party aconflict of interest may exist between such indemnified party and any other of such indemnifiedparties with respect to such claim.               4.5.4 The indemnification provided for under this Agreement will remain in full force andeffect regardless of any investigation made by or on behalf of the indemnified party or anyofficer, director or controlling Person of such indemnified party and will survive the Transfer ofsecurities by any holder thereof. Each indemnifying party also agrees to make such provisions, asare reasonably requested by any indemnified party, for contribution to such party in the event suchindemnifying party’s indemnification is unavailable for any reason.*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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     5. Board of Directors.          5.1Size of Board. The Board shall be set at no less than three (3) and no more thanfifteen (15) members.          5.2Right to Designate. (i) So long as (x) the Series B Preferred Stockholdersparty to this Agreement on the date hereof, collectively with their Permitted Transferees that areAffiliates thereof, hold shares of Series B Preferred Stock and Common Stock representing in theaggregate at least twenty-five percent (25%) of the shares of Common Stock into which the shares ofSeries B Preferred Stock are convertible or have been converted,or (y) the Series CPreferred Stockholders party to this Agreement hold shares of Series C Preferred Stock and CommonStock representing at least twenty-five percent (25%) of the shares of Common Stock into which theshares of Series C Preferred Stock are convertible or have been converted, the Series B and CPreferred Stockholders shall collectively have the right to designate one (1) person for electionto the Board; (ii) so long as the Series D Preferred Stockholders party to this Agreement on thedate hereof, collectively with their Permitted Transferees that are Affiliates thereof, continue tohold shares of Series D Preferred Stock and Common Stock representing in the aggregate at leasttwenty-five percent (25%) of the shares of Common Stock into which the shares of Series D PreferredStock are convertible or have been converted, the Series D Preferred Stockholders shall have theright to designate four (4) persons for election to the Board; and (iii) so long as N&P continuesto hold shares of Common Stock representing at least twenty-five percent (25%) of the Fully DilutedCapital Stock, N&P shall have the right to designate the remainder of the directors. There shallbe no cumulative voting with respect to the above-referenced designation(s). Notwithstanding theabove, the Convertible Noteholders party to this Agreement voting together as a class shall havethe right to designate a total of two (2) persons as non-voting observers to the Board; provided,however, that for so long as Falcon is a Convertible Noteholder or a Series E PreferredStockholder, Falcon shall be entitled to designate one such non-voting observer and for so long asPrudential is a Convertible Noteholder or a Series E Preferred Stockholder, Prudential shall beentitled to designate one such non-voting observer. Each committee of the Board shall have onerepresentative designated by the holders of a majority of the outstanding Series B Preferred Stock,Series C Preferred Stock, and Series D Preferred Stock.          5.3Replacement of Director. In the event any director designated pursuant to Section5.2 hereof shall resign, die, become incapacitated or otherwise cease to act as a director or isremoved from the Board, the Stockholder(s) who designated such director shall be entitled todesignate a successor to such director by notifying the Board, in writing, of a replacementdirector, and the Stockholders shall vote their Covered Securities, at any regular or specialmeeting called for the purpose of filling positions on the Board, or in any written consentexecuted in lieu of such a meeting of Stockholders, and shall take all actions necessary, to ensurethe election to the Board of such replacement director to fill the unexpired term of the directorwho is being replaced. To the extent the Stockholder who designated a director to the Boarddesires to remove such director, all of the Stockholders hereby agree to vote their CoveredSecurities or execute written consents in respect of such Covered Securities to remove suchdirector in accordance with the wishes of the party who originally designated such director.*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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          5.4Certain Expenses. All reasonable out-of-pocket expenses of all members of theBoard in connection with attendance at Board meetings shall be reimbursed by the Corporation.          5.5Election of Designees. The Corporation shall use its best efforts to cause anydesignees selected in accordance with this Agreement to be elected to the Board. Each Stockholdershall vote such Stockholder’s shares of Common Stock and Preferred Stock (if eligible to vote) atany regular or special meeting of stockholders of the Corporation or in any written consentexecuted in lieu of such a meeting of stockholders and shall take all other actions necessary(whether in such Stockholder’s capacity as Stockholder or otherwise, including, without limitation,causing any directors to take all such necessary action, whether at a meeting or by an action bywritten consent in lieu of a meeting): (i) to give effect to the agreements contained in Section5.2 and (ii) to ensure that the certificate of incorporation and by-laws of the Corporation do not,at any time hereafter, conflict in any respect with the provisions of this Agreement.          5.6Board Meetings; Expenses; Indemnification; Insurance. Meetings of the Board andany committee thereof shall be held at the principal offices of the Corporation or at such otherplace as may be determined by the Board or such committee. Regular meetings of the Board shall beheld on such dates and at such times as shall be determined by the Board; provided that there shallbe at least one meeting held during each Fiscal Quarter. Special meetings of the Board or anycommittee thereof may be called by any director (or, in the case of a special meeting of anycommittee of the Board, by any member thereof) in at least three days’ prior notice to the otherdirectors, which notice shall state the purpose or purposes for which such meeting is being called.The Corporation shall pay all reasonable out-of-pocket expenses incurred by any director excludingany international travel expenses in connection with the participation by directors in attendingmeetings of the Board (and committees thereof) and the boards of directors (and committees thereof)of any subsidiaries of the Corporation. The directors of the Corporation shall be indemnified bythe Corporation to the extent set forth in the Corporation’s by-laws. The Corporation shallmaintain directors’ and officers’ insurance in an amount reasonably acceptable to the Stockholders.          5.7Quorum; Act of the Board.               5.7.1 Except as otherwise required by law or the certificate of incorporation of theCorporation, at all meetings of the Board, a majority of the entire Board including at least onedirector designated by the Series D Preferred Stockholders under Section 5.2(ii) (a “Series DBoard Designee”) shall constitute a quorum for the transaction of business and, subject toSection 5.7.2 below, the act of the majority of the directors present at any meeting at which thereis a quorum shall be the act of the Board. If a quorum shall not be present at a meeting of theBoard, the directors present thereat may adjourn the meeting from time to time, without noticeother than announcement at the meeting of the time and place of the adjourned meeting. If a quorumis not present for an adjourned meeting that is being held as a result of the failure to have aSeries D Board Designee present at the previous meeting, such adjourned meeting will be held,provided that a majority of the entire Board is present, regardless of whether such a majorityincludes any Series D Board Designees.*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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               5.7.2 Unless otherwise provided in the certificate of incorporation or by-laws of theCorporation, any action required or permitted to be taken at any meeting of the Board or of anycommittee thereof may be taken without a meeting, if all the members of the Board or committee, asthe case may be, consent thereto in writing, and the writing or writings are filed with the minutesof proceedings of the Board. Notwithstanding anything to the contrary set forth in this Section5.7.2, prior to a Qualified Public Offering and so long as no Trigger Events shall have occurred,no matters set forth before the Board shall be deemed to be approved by the Board unless anaffirmative vote or written consent of Mr. Claure, acting in his capacity as a director, isobtained. The parties agree that the foregoing sentence shall not override or amend (i) the termsset forth in Sections 5.2, 5.3 or 13.7 herein, (ii) the Stockholder rights under the respectiveCertificates of Designation of the Preferred Stockholders, or (iii) the obligations of theCorporation or its Subsidiaries hereunder or under any other agreement with a Stockholder.Furthermore, notwithstanding anything to the contrary set forth in this Section 5.7.2, on and afterSeptember 30, 2011, no matters set forth before the Board shall be deemed to be approved bythe Board (i) unless there is obtained affirmative vote or written consent of three (3) ofthe five (5) directors designated by the Series B and C Preferred Stockholders and the Series DPreferred Stockholders respectively, if both the Series B and C Preferred Stockholders and theSeries D Preferred Stockholders have rights to designate directors pursuant to Section 5.2, (ii)unless there is obtained the affirmative vote or written consent of the one director designated bythe Series B and C Preferred Stockholders, if the Series B and C Preferred Stockholders have rightsto designate directors pursuant to Section 5.2 but the Series D Preferred Stockholders no longerhave such rights; and (iii) unless there is obtained affirmative vote or written consent of two (2)directors designated by the Series D Preferred Stockholders, if the Series D Preferred Stockholdershave rights to designate directors pursuant to Section 5.2 but the Series B and C PreferredStockholders no longer have such rights. For the avoidance of doubt, from and after September 30,2011, if any the Series B Preferred Stock, the Series C Preferred Stock or the Series D PreferredStock shall remain outstanding, without the affirmative vote or written consent as required by thepreceding sentence, the Corporation shall not and shall not permit any of the Subsidiaries to:                    5.7.2.1 incur or repay any Indebtedness, including without limitation any Indebtedness underany committed facility, or contract for the incurrence of any Indebtedness;                    5.7.2.2 issue or redeem any Capital Stock, or contract to issue or redeem any Capital Stock,or make any dividend or distribution in respect of any Capital Stock;                    5.7.2.3 enter into any agreement or arrangement with any Affiliate, stockholder, officer ordirector or amend the terms of any such existing arrangement;                    5.7.2.4 make any acquisitions or investments including, without limitation, investments in theCorporation, any Subsidiary or any other Person;                    5.7.2.5 approve or modify the Corporation’s or any Subsidiary’s budget;*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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                    5.7.2.6 approve any sale of any property or assets, including, without limitation, the CapitalStock of any Subsidiary;                    5.7.2.7 appoint or remove any officer of the Corporation or any Subsidiary;                    5.7.2.8 amend the charter or bylaws of the Corporation or any Subsidiary; or                    5.7.2.9 grant any Common Stock Equivalents.          5.8 Composition of Subsidiary Boards; Observer Rights. If requested by the majorityof the directors appointed by the holders of the Series B Preferred Stock, Series C Preferred Stockand Series D Preferred Stock, the composition of the Governing Body of each wholly-owned Subsidiaryof the Corporation that is incorporated or organized under the laws of the United States of Americaor any state thereof or the District of Columbia, as well as that of Brightstar US, Inc., a Floridacorporation, shall be identical to the composition of the Board. With respect to each otherSubsidiary of the Corporation, the Series B and C Preferred Stockholders shall be provided with theright to send one non-voting observer to all meetings of the Governing Body of such Subsidiary andthe Series D Preferred Stockholders shall be provided with the right to send one non-votingobserver to all meetings of the Governing Body of such Subsidiary. Each Subsidiary shall use itsreasonable best efforts to provide the observers with notice of all meetings of its Governing Bodyconsistent with that provided to the official members of the Governing Body; provided, however,that failure to give such notice shall not invalidate any action taken by the Governing Body at themeeting. Each Subsidiary shall reimburse the observers for his or her out-of-pocket expensesincurred in attending the meetings of the Subsidiary’s Governing Body, consistent with thatprovided to the official members of the Governing Body.          5.9Fiduciary Duties. Nothing in this Agreement, express or implied, shall relieve anyofficer or director of the Corporation or any of its Subsidiaries, or any Stockholder, of anyfiduciary or other duties or obligations they may have to the Corporation’s stockholders.     6. Rights and Preferences of the Series B Preferred Stock, Series C Preferred Stock,Series D Preferred Stock, and Series E Preferred Stock. The Preferred Stock shall have therights and preferences, including, without limitation the dividend rate, liquidation preference,ranking, put right, protective provision and voting rights set forth in the respective Certificatesof Designation as filed with the Division of Corporations of the State of Delaware. Nothing inthis Agreement shall be construed to restrict in any manner the rights and preferences of theSeries B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, or Series E PreferredStock in their respective Certificates of Designation, but any rights shall be in addition to andwithout limiting such rights.     7. Rightsof the Series E Preferred Stockholder. For the avoidance of doubt, except asprovided in Section 14.5 hereof, no Series E Preferred Stockholder shall have any rights under thisAgreement in its capacity as a Series E Preferred Stockholder until such Series E PreferredStockholder holds Series E Preferred Stock.*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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     8. StockholderAction Requiring N&P’s Vote. Notwithstanding anything to the contraryset forth in this Agreement, prior to a Qualified Public Offering and so long as no Trigger Eventsshall have occurred, no matters set forth before the Stockholders shall be deemed to beapproved by the Stockholders unless an affirmative vote or written consent of N&P is obtained;provided that N&P remains owned and controlled by Mr. Claure. Notwithstanding the foregoing, thisSection 8 shall not override or amend (i) the terms set forth in Sections 5.2, 5.3 or 14.7 herein,(ii) the Stockholder rights under the respective Certificates of Designation of the PreferredStockholders, or (iii) the obligations of the Corporation or its Subsidiaries under any otheragreement with a Stockholder.     9. Covenantof the Management Controlling Stockholders. The Management ControllingStockholders shall not Transfer any of their shares in a manner which would result in theoccurrence of a Liquidation Event or Change of Control under the respective Certificates ofDesignation governing the terms of the Series B Preferred Stock, the Series C Preferred Stock andthe Series D Preferred Stock unless the Series B and C Preferred Stockholders and the Series DPreferred Stockholders shall have consented to such Transfer under paragraph (g)(ii)(4) of therespective Certificate of Designation to the extent their consent is required in accordance withthe terms thereof (whether or not the Corporation is a party to such Liquidation Event or Change ofControl).     10. InvestmentOpportunities and Conflicts of Interest. The parties hereto expresslyacknowledge and agree that (i) Lindsay Goldberg, Falcon, Prudential, Mitsui and Lindsay Goldberg’sAffiliates are permitted to have, and may presently or in the future have, investments or otherbusiness relationships, ventures, agreements or arrangements with entities engaged in a businesssimilar to the Corporation and its Subsidiaries other than through the Corporation and itsSubsidiaries (an “Other Business”), (ii) Lindsay Goldberg, Falcon, Prudential, Mitsui andLindsay Goldberg’s Affiliates have or may develop a strategic relationship with businesses that areor may be competitive with the Corporation and its Subsidiaries, (iii) none of Lindsay Goldberg,Falcon, Prudential, Mitsui nor Lindsay Goldberg’s Affiliates will be prohibited by virtue of theirinvestment in the Corporation from pursuing and engaging in any such activities, (iv) none ofLindsay Goldberg, Falcon, Prudential, Mitsui nor Lindsay Goldberg’s Affiliates will be obligated toinform the Corporation or any stockholder of the Corporation of any such opportunity, relationshipor investment, (v) no stockholder of the Corporation will acquire, be provided with an option oropportunity to acquire or be entitled to any interest or participation in any Other Business solelyby virtue of the participation therein of Lindsay Goldberg, Falcon, Prudential, Mitsui or LindsayGoldberg’s Affiliates. The Corporation and the Stockholders waive, to the fullest extent permittedby applicable law, any right to require Lindsay Goldberg, Falcon, Prudential, Mitsui or LindsayGoldberg’s Affiliates to act in a manner inconsistent with the provisions of this Section 10.Lindsay Goldberg, Falcon, Prudential, Mitsui and Lindsay Goldberg’s Affiliates shall not be liableto the Corporation, any stockholder of the Corporation or any of their respective Affiliates forbreach of duty (contractual or otherwise) by reason of any activities or omissions of the typesreferred to in this Section 10. Nothing contained herein shall limit, prohibit or restrict anydesignee of Lindsay Goldberg, Falcon, Mitsui or Prudential, or any representative of any of theirrespective Affiliates from serving on the Governing Body or committee of any Other Business. Forthe avoidance of doubt, the parties hereto are not waiving any right to assert any claim againstLindsay Goldberg, Falcon, Prudential, Mitsui or Lindsay*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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Goldberg’s Affiliates to the extent such claim arises out of or relates to any breach of theconfidentiality provisions set forth in Section 13 hereof. Notwithstanding the foregoing, Mitsuiacknowledges and agrees that this Section 10 does not affect in any way Mitsui’s obligations underthe Business Collaboration Agreement.     11. Termination.This Agreement shall terminate (a) in its entirety upon the vote ofthe holders of a majority of the Common Stock and the Preferred Stock on a fully-diluted basis, andincluding by each of (i) the Series B and C Preferred Stockholders, voting as one class (on anas-converted basis), (ii) the Series D Preferred Stockholders, voting as one class (on anas-converted basis), and (iii) the Stockholders, other than the Investors, voting as a separateclass, and (b) in the case of Sections 2, 3 and 5 (i) on the closing of a Qualified Public Offeringpursuant to an effective Registration Statement under the Securities Act, covering the offer andsale of Stock for the account of the Corporation to the public and (ii) upon the consummation of aSale of Control pursuant to Section 3 hereof.     12. RestrictiveLegend. So long as any Covered Securities are subject to theprovisions hereof, all certificates representing Covered Securities owned or hereafter acquired byany Stockholder or any transferee thereof bound by this Agreement shall bear legends stating insubstance:“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THEABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDERSUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCHREGISTRATION IS NOT REQUIRED, OR UNLESS SOLD PURSUANT TO AN AVAILABLE EXEMPTION FROMREGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS.”“THE SHARES EVIDENCED HEREBY ARE SUBJECT TO THE THIRD AMENDED AND RESTATEDSTOCKHOLDERS’ AGREEMENT OF THE CORPORATION DATED SEPTEMBER 30, 2008, AS MAY BEAMENDED FROM TIME TO TIME (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROMTHE CORPORATION), WHICH CONTAINS RESTRICTIONS ON THE TRANSFERABILITY OF THE SHARESEVIDENCED HEREBY, AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTINGSUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THEPROVISIONS OF SAID STOCKHOLDERS’ AGREEMENT.”     13. InformationRights; Confidentiality. The Corporation shall deliver to the Series BPreferred Stockholders, the Series C Preferred Stockholders, the Series D Preferred Stockholders,and the Series E Preferred Stockholders (i) audited financial statements within one hundred andfifty (150) days of the close of each Fiscal Year of the Corporation; (ii) within ten (10) daysafter the issuance thereof, copies of all reports, financial statements and other materials sent tothe administrative agent under the Credit Agreement pursuant to the terms thereof;*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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(iii)unaudited monthly financial statements within thirty (30) days of the end of each fiscalmonth; (iv) annual budgets for each Fiscal Year within one hundred and fifty (150) days followingthe commencement of such Fiscal Year, and (v) any other information reasonably requested by thePreferred Stockholders from time to time. To the extent that any waiver, consent or amendment isgranted with respect to any extension of time to deliver financial statements or other reportsunder the Credit Agreement with respect to matters that would require a comparable amendment,waiver or consent under this Agreement, the Series E Preferred Stockholders shall grant acomparable amendment, waiver or consent, as the case may be, under the this Agreement; providedthat, the Series E Preferred Stockholders are offered the same consideration that may be offered toany lender or other investor in the Corporation that has agreed to such an amendment, waiver orconsent.     The Corporation shall further provide to the Investor’s legal and business advisors andconsultants reasonable access upon reasonable notice to the books, records and properties of theCorporation and its officers, so long as such access does not violate any Federal or applicablestate law. The Investors shall hold all non-public information obtained pursuant to therequirements of this Agreement that has been identified in writing as confidential by theCorporation in accordance with such Investor’s customary procedures for handling confidentialinformation of this nature and in accordance with safe and sound practices of InstitutionalInvestors (as defined in the 2003 Purchase Agreement), it being understood and agreed by theCorporation that in any event an Investor may make disclosures (a) to its Affiliates and itsAffiliates’ directors, officers, employees, agents and partners and members, including accountants,legal counsel and other advisors (it being understood that the Persons to whom such disclosure ismade will be informed of the confidential nature of such information and instructed to keep suchinformation confidential), (b) to the extent requested by any Government Authority, (c) to theextent required by applicable laws or regulations or by any subpoena or similar legal process, (d)to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunderor any suit, action or proceeding relating to this Agreement or the enforcement of rightshereunder, (f) subject to an agreement containing provisions substantially the same as those ofthis Section 13, to (i) any transferee of, or any prospective transferee of, any of its CoveredSecurities or (ii) any direct or indirect contractual counterparty or prospective counterparty (orsuch contractual counterparty’s or prospective counterparty’s professional advisor) to any creditderivative transaction relating to obligations of the Corporation, (g) with the consent of theCorporation, (h) to the extent such information (1) becomes publicly available other than as aresult of a breach of this Section 13, or (2) becomes available to an Investor on a nonconfidentialbasis from a source other than the Corporation, or (3) to the National Association of InsuranceCommissioners or any other similar organization or any nationally recognized rating agency thatrequires access to information about an Investor’s or its Affiliates’ investment portfolio inconnection with ratings issued with respect to such Investors or its Affiliates and that no writtenor oral communications from counsel to an Investor and no information that is or is designated asprivileged or as attorney work product may be disclosed to any Person unless such Person is anInvestor, and (i) with respect to each Investor that is an investment fund, to actual orprospective investors in such fund or any future fund that may be established by such Investor orits Affiliates; provided that, unless specifically prohibited by applicable law or order ofGovernment Authority, each Investor shall notify the Corporation of any request by any GovernmentAuthority or representative thereof (other than any such request*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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in connection with any examination of the financial condition of such Investor by suchGovernment Authority) for disclosure of any such non-public information prior to disclosure of suchinformation; and provided, further, that in no event shall any Investor beobligated or required to return any materials furnished by the Corporation or any of theCorporation’s Subsidiaries.     Notwithstanding anything to contrary herein, the Corporation and each 2003 Purchase AgreementParty (and each of its employees, representatives and agents) is permitted to disclose to any andall Persons, without limitation of any kind, the tax treatment and tax structure of thetransactions contemplated by the 2003 Purchase Agreement and related documents and all materials ofany kind (including opinions and other tax analyses) that are provided to the Corporation or such2003 Purchase Agreement Party related to such tax treatment or tax structure. In this regard, theCorporation and each 2003 Purchase Agreement Party acknowledge and agree that the Corporation’s orsuch 2003 Purchase Agreement Party’s disclosure of the tax treatment or tax structure of suchtransactions is not limited in any way by an express or implied understanding or agreement, oral orwritten (whether or not such agreement or understanding is legally binding). Furthermore, theCorporation and each 2003 Purchase Agreement Party acknowledge and agree that they do not know orhave reason to know that their use or disclosure of information relating to the structure or taxaspects of the transactions contemplated by the 2003 Purchase Agreement and related documents islimited in any other manner for the benefit of any other Person.     Notwithstanding anything to the contrary herein, the Corporation and each 2006 PurchaseAgreement Party (and each of its employees, representatives and agents) is permitted to disclose toany and all Persons, without limitation of any kind, the tax treatment and tax structure of thetransactions contemplated by the 2006 Purchase Agreement and related documents and all materials ofany kind (including opinions and other tax analyses) that are provided to the Corporation or such2006 Purchase Agreement Party related to such tax treatment or tax structure. In this regard, theCorporation and each 2006 Purchase Agreement Party acknowledge and agree that the Corporation’s orsuch 2006 Purchase Agreement Party’s disclosure of the tax treatment or tax structure of suchtransactions is not limited in any way by an express or implied understanding or agreement, oral orwritten (whether or not such agreement or understanding is legally binding). Furthermore, theCorporation and each 2006 Purchase Agreement Party acknowledge and agree that they do not know orhave reason to know that their use or disclosure of information relating to the structure or taxaspects of the transactions contemplated by the 2006 Purchase Agreement and related documents islimited in any other manner for the benefit of any other Person.     Notwithstanding anything to the contrary herein, the Corporation and each 2007 PurchaseAgreement Party (and each of its employees, representatives and agents) is permitted to disclose toany and all Persons, without limitation of any kind, the tax treatment and tax structure of thetransactions contemplated by the 2007 Purchase Agreement and related documents and all materials ofany kind (including opinions and other tax analyses) that are provided to the Corporation or such2007 Purchase Agreement Party related to such tax treatment or tax structure. In this regard, theCorporation and each 2007 Purchase Agreement Party acknowledge and agree that the Corporation’s orsuch 2007 Purchase Agreement Party’s disclosure of the tax treatment or tax structure of suchtransactions is not limited in any way by an express or implied*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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understanding or agreement, oral or written (whether or not such agreement or understanding islegally binding). Furthermore, the Corporation and each 2007 Purchase Agreement Party acknowledgeand agree that they do not know or have reason to know that their use or disclosure of informationrelating to the structure or tax aspects of the transactions contemplated by the 2007 PurchaseAgreement and related documents is limited in any other manner for the benefit of any other Person.     Notwithstanding anything to the contrary herein, the Corporation and each Conversion AgreementParty (and each of its employees, representatives and agents) is permitted to disclose to any andall Persons, without limitation of any kind, the tax treatment and tax structure of thetransactions contemplated by the Conversion Agreement and related documents and all materials ofany kind (including opinions and other tax analyses) that are provided to the Corporation or suchConversion Agreement Party related to such tax treatment or tax structure. In this regard, theCorporation and each Conversion Agreement Party acknowledge and agree that the Corporation’s orsuch Conversion Agreement Party’s disclosure of the tax treatment or tax structure of suchtransactions is not limited in any way by an express or implied understanding or agreement, oral orwritten (whether or not such agreement or understanding is legally binding). Furthermore, theCorporation and each Conversion Agreement Party acknowledge and agree that they do not know or havereason to know that their use or disclosure of information relating to the structure or tax aspectsof the transactions contemplated by the Conversion Agreement and related documents is limited inany other manner for the benefit of any other Person.     14. Miscellaneous Provisions.          14.1Transferee Restrictions. Any Person that acquires Covered Securities as aPermitted Transferee shall comply with this Agreement and shall become a “Stockholder” for purposesof this Agreement. Such person or entity shall be bound by all the provisions of this Agreementapplicable to such Stockholder from whom such Person acquired such Covered Securities. A PermittedTransferee shall also be bound by all of the provisions of this Agreement applicable to theStockholder from whom such Permitted Transferee acquired Covered Securities whether or not suchStockholder continues to be a Stockholder of the Corporation.          14.2Notice. Any and all notices, designations, consents, offers, acceptances, or anyother communication provided for herein shall be given in writing by registered or certified mailwhich shall be addressed:          14.2.1 if to the Corporation to:         Brightstar Corp.     9725 NW 117th Ave., #300  Miami, Florida 33178  Telephone:   (305) 477-9072  Attention:   R. Marcelo Claure, President      (or to such other address as may be      designated by the Corporation in writing)*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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                      14.2.2 with a copy (which shall not constitute notice) to:               K&L Gates LLP200 South Biscayne Boulevard, 39th Floor      Miami, Florida 33131      Telephone: (305) 358-7095      Attention: Clayton E. Parker, Esq.   14.2.3 if to the Series B and C Preferred Stockholders, to:  the addresses specified in Exhibit A attached hereto (or tosuch other address as may be designated by such Stockholders inwriting).   14.2.4 if to the Series D Preferred Stockholders, to:  the addresses specified in Exhibit B attached hereto (or tosuch other address as may be designated by such Stockholder inwriting).   14.2.5 if to the Convertible Noteholders or the Series E Preferred Stockholders, to:  the addresses specified in Exhibit C attached hereto (or tosuch other address as may be designated by such ConvertibleNoteholder or Series E Preferred Stockholder in writing).   14.2.6 if to the Common Stockholders, to:  the addresses specified on Exhibit D attached hereto (or tosuch other address as may be designated by such Stockholder inwriting).     Except as otherwise provided in this Agreement, each such notice shall be deemed given at thetime it shall be mailed in any post office or branch post office regularly maintained by the UnitedStates Government.          14.3Entire Agreement. This Agreement constitutes the entire agreement between theparties hereto with respect to the subject matter hereof, and supersedes all prior agreements andunderstandings (including but not limited to the Existing Stockholders Agreement, the letteragreement dated May 2, 2006 between the Corporation and Mitsui attaching a Term Sheet and theBrightstar Corp. Series D Preferred Stock Financing Summary of Terms dated May 18, 2007, executedby and between the Corporation and Lindsay Goldberg), oral and written, between the parties heretowith respect to the subject matter hereof, except for the Stock Purchase Agreement, dated as ofAugust 11, 2004, among the Corporation, Mitsui, Mitsui & Co. (U.S.A.), Inc. and Mr. Claure, asamended, which is not affected by this Agreement in any way and remains in full force and effect.For avoidance of doubt, this Agreement does not affect in any way the Conversion Agreement, theShareholder Agreement, dated March 9, 2007, among the Corporation, Mitsui and Brightstar Singapore,the Shareholders*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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Agreement dated June 6, 2005,among the Corporation, Mitsui and Brightstar Australia, or the Business CollaborationAgreement, which remain in full force and effect.          14.4Successors and Assigns. This Agreement shall be binding upon, and shall inure tothe benefit of, the parties hereto and the respective successors and permitted assigns of each ofthem, so long as they hold Covered Securities.          14.5Amendments; Waiver. (a) This Agreement may be amended, and any provisioncontained herein may be waived for all Stockholders, upon the vote of the holders of a majority ofthe Common Stock and the Preferred Stock on a fully-diluted basis held by each of (i) the Series Band C Preferred Stockholders voting as one class (on an as-converted basis), (ii) the Series DPreferred Stockholders voting as one class (on an as-converted basis), and (iii) the Stockholders,other than the Investors, and the Series E Preferred Stockholders voting as a separate class;provided that no amendment or waiver of any provision of Section 4 shall be made without the (x)unanimous vote of all Preferred Stockholders, (y) vote of the Majority Noteholder Investors, votingas one class (on an as-converted basis), and (z) vote of the Common Stockholders holding a majorityof the issued and outstanding Common Stock; provided further, that any amendment or waiver of anyprovision relating to rights of the Convertible Noteholders or Series E Preferred Stockholdersincluding, without limitation, the right to designate non-voting observers to the Board as providedin Section 5.2, will require the vote of the holders of a majority of the Convertible SeniorSubordinated Notes and Series E Preferred Stockholders, voting as one class (on an as-convertedbasis); provided further, that if any amendment or waiver would have a materially adverse anddisproportionate effect on the rights of any Stockholder of the same class hereunder relative toany other Stockholder hereunder, such amendment or waiver shall also require the prior writtenapproval of the Stockholder so adversely affected. In addition, the rights granted pursuant toSection 2.4 may be waived only upon the vote of the holders of a majority of the Common Stock heldby the Investors (voting on an as-converted basis), each voting as a separate class.          (b) No amendment to the terms of any of the Series B Preferred Stock, Series C PreferredStock or Series D Preferred Stock shall be permitted if such amendment would be adverse to theinterests of any Convertible Noteholder or Series E Preferred Stockholder unless each such Personis given the benefit of such amendment. No consideration shall be paid in respect of any suchamendments unless each Investor is entitled to receive a like amount of consideration.          14.6Applicable Law. This Agreement and the legal relations among the parties heretoshall be governed by, and construed in accordance with, the internal laws of the State of New Yorkapplicable to contracts made and to be wholly performed therein.          14.7 Dispute Resolution.     Any dispute, controversy, or claim arising out of, relating to, or in connection with thisAgreement, or the breach, termination, or validity thereof, shall be finally settled byarbitration. The arbitration shall be conducted in accordance with the International ArbitrationRules of the American Arbitration Association in effect at the time of the arbitration, except asthey may be modified herein or by mutual agreement of the parties. The seat of the arbitrationshall be New*Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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York City, New York, and it shall be conducted in the English language. The parties submit tojurisdiction in any state or federal court of competent jurisdiction in the state, county and cityof New York, New York for the limited purpose of enforcing this agreement to arbitrate.Notwithstanding Section 14.6, the arbitration and this clause shall be governed by Title 9(Arbitration) of the United States Code. The arbitration shall be conducted by three arbitrators.The arbitration award shall be final and binding on the parties. Judgment upon the award may beentered by any court having jurisdiction thereof or having jurisdiction over the relevant party orits assets.          14.8Binding Effect; Benefits. This Agreement shall inure to the benefit of, and bebinding upon, the parties hereto and their respective successors and permitted assigns.          14.9Counterparts. This Agreement may be executed in two or more counterparts, each ofwhich shall be deemed an original but all of which together shall constitute one and the sameinstrument.          14.10Severability. If any provision or part thereof contained in this Agreement isdeclared invalid by any court of competent jurisdiction or a government agency having jurisdiction,such declaration shall not affect the remainder of the provision or the other provisions and eachshall remain in full force and effect.          14.11Headings. The headings in this Agreement are for reference purposes only andshall not in any way affect or limit the meaning or interpretation of this Agreement.**[Signature Page to Follow]***Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement*
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     **In Witness Whereof**, the undersigned have executed this Stockholders Agreement onthe date first above written.      **BRIGHTSTAR CORP.**