exv4w2






Exhibit 4.2




BRIGHTSTAR CORP.




FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT



Dated Effective as of: September 30, 2008





 









 





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	 






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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 “Effective Date”),
by and among BRIGHTSTAR CORP., a Delaware corporation (the “Corporation”), and each of the
individuals and entities listed in Exhibit A, as amended from time to time (the “Series
B and C Preferred Stockholders”), each of the individuals and entities listed in Exhibit
B, as amended from time to time (the “Series D Preferred Stockholders”), each of the
individuals and entities listed in Exhibit C (the “Series E Preferred
Stockholders”, and collectively with the Series B and C Preferred Stockholders, and the Series
D Preferred Stockholders, the “Preferred Stockholders”) and each of the individuals and
entities listed in Exhibit C, as amended from time to time (the “Convertible
Noteholders”), and the individuals and entities listed in Exhibit D, as amended from
time to time (the “Common Stockholders”).



WITNESSETH:




     Whereas, the Corporation is authorized to issue Eighty Million (80,000,000) shares of
Capital Stock of the Corporation, of which Fifty Million (50,000,000) shares are designated as
common 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 as
Series 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 Preferred
Stock 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 Convertible
Preferred Stock (“Series E Preferred Stock”); and



     Whereas, each Series B and C Preferred Stockholder holds the number of shares of
Series B Preferred Stock set forth opposite each such Series B Preferred Stockholder’s name on
Exhibit 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 exercise
of its rights under the Share Conversion Agreement, dated as of February 21, 2007 (the
“Conversion Agreement”), among Mitsui & Co., Ltd. (“Mitsui”), Brightstar Logistics
Pte. Ltd. (“Brightstar Singapore”), Brightstar Logistics Pty Limited (“Brightstar
Australia”) and the Corporation, receive Series C Preferred Stock in such amounts and under
such conditions as accord to the terms of the Conversion Agreement; and



     Whereas, each Series D Preferred Stockholder holds the number of shares of Series D
Preferred Stock set forth opposite each such Series D Preferred Stockholder’s name on Exhibit
B attached hereto, which number collectively represents one hundred percent (100%) of the
issued and outstanding Series D Preferred Stock; and



     Whereas, each Convertible Noteholder holds Convertible Senior Subordinated Notes in
the 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 among
the Corporation, the Convertible Noteholders, and the Guarantors (as defined in the 2003 Purchase
Agreement) 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 E
Preferred Stock pursuant to the terms thereof; and



     Whereas, each Common Stockholder, holds the number of shares of Common Stock set
forth opposite each such Common Stockholder’s name on Exhibit D attached hereto, which
collectively represents approximately 99.7% of the issued and outstanding Common Stock; and



     Whereas, in connection with the Second Amendment to 2003 Purchase Agreement, the
Common Stockholders, Convertible Noteholders and the Preferred Stockholders desire to enter into
this Agreement to provide for certain matters regarding the Covered Securities and the governance
of the Corporation; and



     Whereas, this Agreement amends and restates the Third Amended and Restated
Stockholders Agreement, dated June 28, 2007, among certain stockholders of the Corporation as
provided therein (the “Existing Stockholders Agreement”), in its entirety.



     Now, Therefore, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:



     1. Definitions.



     As used in this Agreement, the following terms shall have the meanings ascribed to them in
this 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 and
Melinda Gates Foundation, Arrow Investment Partners and RCG Carpathia Master Fund, Ltd., as amended
and 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 other
than 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 or
supplemented from time to time.



     “2006 Purchase Agreement Party” means any party to the 2006 Purchase Agreement other
than 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 June
28, 2007, by and between, among others, the Corporation and Lindsay Goldberg.



     “2007 Purchase Agreement Party” means any party to the 2007 Purchase Agreement other
than the Corporation.



     “Affiliate”, as applied to any Person, means any other Person directly or indirectly
controlling, controlled by, or under common control with, that Person. For the purposes of this
definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled
by” and “under common control with”), as applied to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of that
Person, whether through the ownership of voting Securities or by contract or otherwise. Except
with 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% or
more 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 related
transactions) by the Corporation or any of the Corporation’s Subsidiaries to any Person other than
the Corporation or any of the Corporation’s Subsidiaries of (i) any of the Capital Stock of any of
the Corporation’s Subsidiaries, (ii) substantially all of the assets of any division or line of
business 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 (other
than (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 or
any of the Corporation’s Subsidiaries, and (d) sales, assignments, transfers or dispositions of
accounts 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 Collaboration
Agreement, 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 legal
holiday under the laws of the State of New York or Japan or is a day on which banking institutions
located 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 (whether
real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is required to be
accounted 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 the
case of an association or business entity, any and all shares, interests, participations, rights or
other 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 liability
company, membership interests, and (v) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of assets of, the
issuing Person.



     “Certificates of Designation” means the Series B Certificate of Designation, the
Series C Certificate of Designation, the Series D Certificate of Designation, and the Series E
Certificate 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 convertible
into or exercisable for or otherwise entitling the holder thereof to receive directly or
indirectly, 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 the
amounts 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 the
consolidated 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 an
accrual or reserve for a future cash charge or expense), (viii) fees, costs and expenses in
connection 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 were
incurred of up to $17,300,000 and charges of up to $33,000,000 for the share based awards in
connection 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 the
consolidated financial statements, (ii) minority interest benefits reflected in the consolidated
financial statements, and (iii) any non-cash items increasing Consolidated Net Income, and (iv) any
cash recovery with respect to the NT Dubai debt write-off, all of the foregoing as determined on a
consolidated 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 Total
Leverage Ratio for such period, any Asset Sales or other acquisitions or dispositions of assets
during 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, the
interest expense of the Corporation and its Subsidiaries for such period as determined on a
consolidated 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, including
any 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 and
bankers’ acceptance financing and (v) all accrued interest) less (i) the interest income of the
Corporation and its Subsidiaries for such period as determined on a consolidated basis in
accordance with GAAP as reflected in the consolidated financial statements and (ii) the interest
expense of the Corporation and its Subsidiaries for such period relating to Debt Exclusions as
determined on a consolidated basis in accordance with GAAP.




     “Consolidated Net Income” means, for any period, the net income (or loss) of the
Corporation and the Corporation’s Subsidiaries (prior to any deduction for Preferred Stock
dividends) on a consolidated basis for such period taken as a single accounting period determined
in conformity with GAAP; provided that there shall be excluded (i) the unrealized foreign exchange
gains or losses of the Corporation or any of the Corporation’s Subsidiaries, (ii) the income (or
loss) of any Person (other than a Subsidiary of the Corporation) in which any other Person (other
than the Corporation or any of the Corporation’s Subsidiaries) has a joint interest, except to the
extent of the amount of dividends or other distributions actually paid to the Corporation or any of
the Corporation’s Subsidiaries by such Person during such period, (iii) the income (or loss) of any
Person accrued prior to the date it becomes a Subsidiary of the Corporation or is merged into or
consolidated with the Corporation or any of the Corporation’s Subsidiaries or that Person’s assets
are acquired by the Corporation or any of the Corporation’s Subsidiaries, (iv) the income of any
Subsidiary of the Corporation to the extent that the declaration or payment of dividends or similar
distributions by that Subsidiary of that income is not at the time permitted by operation of the
terms 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 losses
attributable to Asset Sales or returned surplus assets of any Pension Plan, and (vi) (to the extent
not included in clauses (i) through (v) above) any net non-cash extraordinary gains or net non-cash
extraordinary losses.



     “Consolidated Total Debt” means, as at any date of determination, the aggregate
principal 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, the
ratio of (a) Consolidated Total Debt as of such day of such Fiscal Quarter other than with respect
to Debt Exclusions; to (b) LTM EBITDA.



     “Contingent Obligation”, as applied to any Person, means any direct or indirect
liability, 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 Person
incurring the Contingent Obligation is to provide assurance to the obligee of such obligation of
another that such obligation of another will be paid or discharged, or that any agreements relating
thereto will be complied with, or that the holders of such obligation will be protected (in whole
or in part) against loss in respect thereof, or (ii) under Hedge Agreements. Contingent
Obligations shall include (a) the direct or indirect guaranty, endorsement (otherwise than for
collection or deposit in the ordinary course of business), co-making, discounting with recourse or
sale with recourse by such Person of the obligation of another, including, without limitation, any
credit support



Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement



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agreements, makewell agreements, keepwell agreements and any other agreements evidencing
similar obligations and (b) any liability of such Person for the obligation of another through any
agreement (contingent or otherwise) (1) to purchase, repurchase or otherwise acquire such
obligation or any security therefor, or to provide funds for the payment or discharge of such
obligation (whether in the form of loans, advances, stock purchases, capital contributions or
otherwise) or (2) to maintain the solvency or any balance sheet item, level of income or financial
condition of another if, in the case of any agreement described under subclauses (1) or (2) of this
sentence, the primary purpose or intent thereof is as described in the preceding sentence. The
amount of any Contingent Obligation shall be equal to the amount of the obligation so guaranteed or
otherwise supported or, if less, the amount to which such Contingent Obligation is specifically
limited.




     “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 than
the 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 (including
Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred
Stock, and Convertible Senior Subordinated Notes) convertible into or exchangeable for Common
Stock, including Common Stock Equivalents.



     “Convertible Senior Subordinated Notes” shall mean those Convertible Senior
Subordinated Notes issued to the Investors by the Corporation on December 30, 2003 in the original
principal 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, an
outstanding principal amount as of the date hereof of Twenty Million Six Hundred Forty-Three
Thousand 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 or
a Series D Preferred Offering Stockholder, as applicable.



     “Co-Sale Notice” means a Management Controlling Co-Sale Notice or a Series D Preferred
Co-Sale Notice, as applicable.



     “Co-Sale Pro Rata Portion” means, with respect to any Investor or Series E Preferred
Stockholder, a fraction (A) the numerator of which is the sum of the number of shares of Common
Stock 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 the
aggregate number of shares of Common Stock, plus Common Stock acquirable pursuant to Common Stock
Equivalents held by (i) all Investors (or by all Series E Preferred Stockholders in the case of
Section 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 B
Preferred 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 other
shares of Capital Stock of the Corporation, (viii) any shares into which the securities described
in the foregoing clauses (i) through (vii) may be converted, reclassified, redesignated,
subdivided, consolidated or otherwise changed, including, without limitation, convertible
securities, (ix) any shares of Capital Stock of the Corporation or any successor thereto received
by the holders of such shares in a merger, consolidation or other reorganization of or including
the Corporation, and (x) any securities now or hereafter convertible or exchangeable into
securities described in the foregoing clauses (i) through (ix) or any interest in the foregoing
clauses (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., Brightstar
Retail LLC, Stronglink Logistics, LLC, Brightstar Venture LLC, International Wireless Supply
Solutions LLC, Wireless Supply Solutions LLC, PNC Bank, National Association, PNC Capital Markets
LLC, LaSalle Bank Midwest, National Association, Commerce Bank, N.A., and other lenders party
thereto, including any related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, as such agreement may be amended (including any amendment and
restatement thereof), supplemented or otherwise modified from time to time, including any agreement
extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing
the amount of available borrowings thereunder or adding Subsidiaries of the Corporation as
additional borrowers or guarantors thereunder) all or any portion of the indebtedness under such
agreement 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 which
the Corporation or any of the Corporation’s Subsidiaries are a party.



     “Debt Exclusions” means: (i) non-recourse factoring of accounts receivable regardless
of any accounting requirements to include such factoring as debt, (ii) trade payables regardless of
whether the Corporation or any of the Corporation’s Subsidiaries is paying or is required to pay
interest on such trade payables, (iii) debt of the Corporation or any of the Corporation’s
Subsidiaries 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 the
Series B Preferred Stock or Series C Preferred Stock or held by the Series B and C Preferred
Stockholders; (ii) the Common Stock issued or issuable upon conversion of the Series D Preferred
Stock or held by the Series D Preferred Stockholders; (iii) the Common stock issued or issuable
upon conversion of the Series E Preferred, (iv) the Common Stock issued or issuable upon conversion
of the Convertible Senior Subordinated Notes; and (v) any Common Stock issued as a dividend or
other distribution with respect to, or in exchange for or in replacement of, the Series B Preferred
Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Convertible
Senior 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 Covered
Securities that have been effectively registered under Section 5 of the Securities Act and disposed
of 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 or
organized under the laws of the United States of America, any state thereof or the District of
Columbia.



     “Effective Date” has the meaning set forth in the preamble hereof.



     “Employee Benefit Plan” means any Pension Plan (as defined herein) which is or was
maintained or contributed to by the Corporation, any of the Corporation’s Subsidiaries or any of
their 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’s
Subsidiaries ending on December 31 of each calendar year. For purposes of this Agreement, any
particular Fiscal Year shall be designated by reference to the calendar year in which such Fiscal
Year commences.



     “Foreign Subsidiary” means any Subsidiary of the Corporation that is not a Domestic
Subsidiary.



Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement



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     “Fully Diluted Capital Stock” means the sum of (i) the Corporation’s outstanding
Common Stock, (ii) the shares of Common Stock issuable upon conversion of the Series B Preferred
Stock, (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) the
shares 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 outstanding
Convertible Securities.



     “GAAP” means generally accepted accounting principles as in effect in the United
States of America set forth in opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board, in each case as the same are applicable to the circumstances
as of the date of determination.



     “Governing Body” means the board of directors or other body having the power to direct
or 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, any
other governmental or regulatory body, including the National Association of Insurance
Commissioners, commission, central bank, board, bureau, organ or instrumentality or any court, in
each case whether federal, state, local or foreign.



     “Hedge Agreement” means (i) an Interest Rate Agreement designed to hedge against
fluctuations in interest rates, (ii) any Currency Agreement designed to hedge against fluctuations
in currency values, and (iii) any other agreement or arrangement to which the Corporation or any of
the Corporation’s Subsidiaries is a party which hedges against or is based upon fluctuations in the
value of the equity securities of any Person, or any equity forward agreements or similar
agreements or arrangements.



     “Indebtedness”, as applied to any Person, means, without duplication, (i) all
indebtedness for borrowed money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, or upon which interest payments are customarily made
without regard to any original issue discount relating thereto, (iii) all obligations of such
Person under conditional sale or other title retention agreements relating to property purchased by
such Person (other than customary reservations or retentions), (iv) all obligations of such Person
with respect to Capital Leases, (v) notes payable and drafts accepted representing extensions of
credit whether or not representing obligations for borrowed money, (vi) any obligation owed for all
or any part of the deferred purchase price of property or services (excluding any such obligations
incurred under ERISA), which purchase price is (a) due more than six months from the date of
incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written
instrument, (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 Person
regardless of whether the Indebtedness secured thereby shall have been assumed by that Person



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or is nonrecourse to the credit of that Person, (ix) the face amount of all letters of credit
or bankers’ acceptances that such Person is obligated to reimburse the related letter of credit
bank for, (x) the principal balance outstanding under any synthetic lease, tax retention operating
lease, off-balance sheet loan or similar off-balance sheet financing product, (xi) the Indebtedness
of any partnership or unincorporated joint venture in which such Person is a general partner or a
joint venturer, (xii) the obligation to make take-or-pay or similar payments if required regardless
of non-performance by any other party or parties to an agreement, and (xiii) all Contingent
Obligations with respect to items (i)-(xii) above; provided, however, any balances
that constitute trade payables (including trade payables arising under the Motorola Distributor
Documents) or liabilities arising from advance payments or customer deposits for goods and services
sold by the Corporation or any of the Corporation’s Subsidiaries arising in the ordinary course of
business shall not constitute Indebtedness. Obligations under Interest Rate Agreements and
Currency 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 engaged
in the business in which the Corporation and/or its Subsidiaries are engaged in as of the last day
of the last fiscal period for which audited annual financial statements have been delivered
pursuant to Section 12 hereof; provided, however, that no Person shall be
considered to be an Industry Participant solely as the result of the ownership by such Person of
Capital Stock of any other Person that is an “Industry Participant” unless such aforementioned
person owns in excess of 10% of the voting power of the outstanding common stock of such Industry
Participant (or 20% of such voting power if such Industry Participant’s common stock is registered
under the Securities Exchange Act of 1934). Without limiting the foregoing, an Industry
Participant 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 customer
and supplier, respectively, of the Corporation and any Person who has been a customer or supplier
of the Corporation at any time during or after the last fiscal period for which audited annual
financial 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 cap
agreement, interest rate collar agreement or other similar agreement or arrangement to which the
Corporation or any of the Corporation’s Subsidiaries is a party.



     “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended, and any
successor 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, Arrow
Investment Partners, RCG Carpathia Master Fund, Ltd., Mitsui, Lindsay Goldberg, and their
respective Permitted Transferees.



     “Lindsay Goldberg” means LG Brightstar LLC, a Delaware limited liability company.



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     “Lien” means any lien, mortgage, pledge, assignment, security interest, charge or
encumbrance of any kind (including any conditional sale or other title retention agreement, any
lease in the nature thereof, and any agreement to give any security interest) and any option, trust
or 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 the
last day of the relevant Fiscal Quarter.



     “Majority Noteholder Investors” means those Investors that have purchased Convertible
Senior Subordinated Notes under the 2003 Purchase Agreement and their Permitted Transferees holding
any combination of Convertible Senior Subordinated Notes or shares of Common Stock or Series E
Preferred Stock issued or issuable upon conversion of the Convertible Senior Subordinated Notes
which represent a majority of the shares of Common Stock issued or issuable upon conversion of the
Convertible 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 2.4.1
hereof.



     “Management Controlling Offering Stockholder” has the meaning set forth in Section
2.4.1 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, Marubeni
Corporation, 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 its
Subsidiaries or Affiliates.



     “Motorola Distribution Agreement” means, collectively the Motorola Global Distribution
Agreement and any other agreements pursuant to which the Corporation or any of its Subsidiaries or
Affiliates are appointed to act as a distributor on behalf of Motorola, as any of the foregoing may
be amended, supplemented or restated from time to time.



     “Motorola Distributor Documents” means, collectively, the Motorola Distribution
Agreement, the Motorola Security Agreement and any other agreements, instruments or other documents
under 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 or
replacements therefore.



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     “Motorola Foreign Subsidiary Security Agreement” means that certain Amended and
Restated Security Agreement made as of December 8, 2004 by certain Foreign Subsidiaries in favor of
Motorola, as the same may be amended, supplemented or restated from time to time.



     “Motorola Global Distribution Agreement” means that certain Amended and Restated
Global 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 to
Motorola by the Corporation or any of its Subsidiaries or Affiliates as set forth in the Motorola
Security Agreement to secure any and all of the Brightstar Obligations (as such term is defined in
the Motorola Payment Terms Agreement) and all other indebtedness, fees, interest, expenses and
other obligation from time to time owing by one or more Brightstar Parties (as such term is defined
in the Motorola Payment Terms Agreement) to Motorola under any of the Brightstar Documents (as such
term is defined in the Motorola Payment Terms Agreement).



     “Motorola Obligations” shall mean the Brightstar Obligations (as such term is defined
in the Motorola Payment Terms Agreement) and all other indebtedness, fees, interest, expenses and
other obligations from time to time owing by one or more of the Brightstar Parties (as such term is
defined in the Motorola Payment Terms Agreement) to Motorola under the Motorola Distributor
Documents or any of the other Brightstar Documents (as such term is defined in the Motorola Payment
Terms Agreement).



     “Motorola Parent Security Agreement” means collectively, (i) the Motorola Payment
Terms Agreement , and (ii) that certain Amended and Restated Stock Pledge and Security Agreement
dated as of April 23, 2004, by the Corporation in favor of Motorola, as amended, supplemented or
restated from time to time.



     “Motorola Payment Terms Agreement” means that certain Second Amended and Restated
Payment Terms Agreement dated as of July 7, 2008, by and among Motorola, the Corporation and the
other 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 Security
Agreement, 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 the
foregoing may be amended, supplemented or restated from time to time.



     “Motorola US Security Agreement” means that certain Amended and Restated Security
Agreement 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” as
defined in Section 3(37) of ERISA.



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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 the
Corporation, 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 option
or purchase plans or similar agreements approved by the Board;
	 
	 	b)	 	any shares of Series B Preferred Stock issued under the 2006
Purchase Agreement and any shares of Common Stock of the Corporation issuable
upon conversion of such Series B Preferred Stock;
	 
	 	c)	 	any shares of Series C Preferred Stock issued pursuant to the
Conversion Agreement and any shares of Common Stock of the Corporation issuable
upon conversion of such Series C Preferred Stock;
	 
	 	d)	 	any shares of Series D Preferred Stock issued under the 2007
Purchase Agreement and any shares of Common Stock of the Corporation issuable
upon conversion of such Series D Preferred Stock;
	 
	 	e)	 	any shares of Series E Preferred Stock issuable upon conversion
of Convertible Senior Subordinate Notes and any shares of Common Stock of the
Corporation issuable upon conversion of such Series E Preferred Stock;
	 
	 	f)	 	any shares of Common Stock issuable upon conversion of
Convertible Senior Subordinated Notes;
	 
	 	g)	 	any securities issued in connection with any stock split, stock
divided or other similar event in which all Stockholders are entitled to
participate on a pro rata basis;
	 
	 	h)	 	any securities issued upon the exercise, conversion or exchange
of any security if such security constituted a New Security when issued;
	 
	 	i)	 	any securities issued in the Corporation’s Qualified Public
Offering; and
	 
	 	j)	 	any securities issued pursuant to the acquisition of another
corporation or entity by the Corporation from a third party that is not an
Affiliate of the Corporation by consolidation, merger, purchase of assets, or
other reorganization in which the Corporation acquires, in a single transaction
or series of related transactions, all or substantially all of the assets of
such other corporation or entity or all or substantially all of the assets of a
line of business or division of such other corporation or entity, or fifty
percent (50%) or more of the voting power and equity ownership of such other
entity and in each case as approved by the Board.




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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-Sale
Notice, each Investor and (ii) with respect to the Series D Preferred Co-Sale Notice, each Series E
Preferred Stockholder.



     “Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, that
is 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 stock
companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts,
business trusts or other organizations, whether or not legal entities, and governments (whether
federal, state or local, domestic or foreign, and including political subdivisions thereof) and
agencies 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 Common
Stock 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 Capital
Partners Management Fund, L.P. or their Affiliates.



     “Qualified Public Offering” of the Corporation means the consummation of a bona fide
underwritten initial public offering of the Common Stock of the Corporation pursuant to an
effective Registration Statement filed with the Securities and Exchange Commission in accordance
with the Securities Act (whether alone or in conjunction with a secondary public offering),
resulting in gross proceeds of at least $100,000,000.



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14









 





     “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 registration
effected by preparing and filing a Registration Statement and the declaration or ordering of the
effectiveness of such Registration Statement.



     “Registrable Shares” means (i) all Common Stock issued or issuable upon conversion of
the Series B Preferred Stock or the Series C Preferred Stock or held by the Series B Preferred
Stockholders or the Series C Preferred Stockholders; (ii) all Common Stock issued or issuable upon
conversion 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 the
Series E Preferred Stockholders, (iv) all Common Stock issued or issuable upon conversion of the
Convertible Senior Subordinated Notes; (v) all Common Stock Transferred to Telepark Corp. pursuant
to the Telepark Purchase Agreement; and (vi) all Common Stock issued as a dividend or other
distribution with respect to, or in exchange for or in replacement of, the Series B Preferred
Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, or such Common
Stock described in the foregoing clauses (i), (ii), (iii) (iv) or (v); provided,
however, that the Registrable Shares shall not include those Covered Securities that have
been effectively Registered under Section 5 of the Securities Act and disposed of pursuant to an
effective 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, or
any 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 subsequent
similar Federal statute, and the rules and regulations of the Securities and Exchange Commission
thereunder, all as the same shall be in effect from time to time. References to a particular
section of the Securities Act shall include a reference to the comparable section, if any, of any
subsequent 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 have
purchased Series B Preferred Stock under the 2006 Purchase Agreement and who may, from time to
time, upon exercise of their conversion rights under the Conversion Agreement, receive Series C
Preferred Stock, or in each case their respective Permitted Transferees, holding any combination of
Series B Preferred Stock, Series C Preferred Stock or shares of Common Stock issued or issuable
upon conversion of the Series B Preferred Stock or Series C Preferred Stock which



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15









 




represent a majority of the shares of Common Stock issuable upon conversion of the Series B
Preferred Stock and the Series C Preferred Stock.




     “Series B and C Preferred Stockholders” has the meaning set forth in the preamble
hereof.



     “Series B Certificate of Designation” means the Certificate of Designation of the
Powers, Preferences and Relative, Participating, Optional and Other Special Rights of Convertible
Preferred Stock, Series B, and Qualifications, Limitations and Restrictions thereof, of the
Corporation.



     “Series B Conversion Price” means the Conversion Price as defined in the Series B
Certificate 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 in
Exhibit A that hold Series B Preferred Stock.



     “Series B Threshold Amount” means, with respect to each outstanding share of Series B
Preferred Stock outstanding on the relevant date of determination, (a) during the period from the
Series D Issue Date to the second anniversary of the Series D Issue Date, 150% of the Series B
Conversion Price plus accumulated and unpaid dividends, (b) at the third anniversary of the Series
D Issue Date, 160% of the Series B Conversion Price plus accumulated and unpaid dividends (provided
that if the date of determination occurs between the second and third anniversary of the Series D
Issue 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 date
to the date of determination and (B) the denominator of which is 365 and (ii) 10%), (c) at the
fourth anniversary of the Series D Issue Date, 170% of the Series B Conversion Price plus
accumulated and unpaid dividends (provided that if the date of determination occurs between the
third and fourth anniversary of the Series D Issue Date, then the percentage value will be equal to
the sum of (x) 160% and (y) the product of (i) a fraction (A) the numerator of which is the number
of days between the third anniversary date to the date of determination and (B) the denominator of
which is 365 and (ii) 10%), (d) at the fifth anniversary of the Series D Issue Date, 180% of the
Series B Conversion Price plus accumulated and unpaid dividends (provided that if the date of
determination occurs between the fourth and fifth anniversary of the Series D Issue Date, then the
percentage value will be equal to the sum of (x) 170% and (y) the product of (i) a fraction (A) the
numerator of which is the number of days between the fourth anniversary date to the date of
determination and (B) the denominator of which is 365 and (ii) 10%), and (e) after the fifth
anniversary of the Series D Issue Date, 180% of the Series B Conversion Price plus accumulated and
unpaid dividends.



     “Series C Certificate of Designation” means the Certificate of Designation of the
Powers, Preferences and Relative, Participating, Optional and Other Special Rights of Convertible
Preferred Stock, Series C, and Qualifications, Limitations and Restrictions thereof, of the
Corporation.




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     “Series C Conversion Price” means the Conversion Price as defined in the Series C
Certificate of Designation as in effect from time to time.



     “Series C Issue Date” means, with respect to any sub-series of Series C Preferred
Stock, 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 in
Exhibit A that hold Series C Preferred Stock.



     “Series C Threshold Amount” means, with respect to each outstanding share of Series C
Preferred Stock outstanding on the relevant date of determination, (a) during the period from the
Series C Issue Date to the second anniversary of the Series C Issue Date, 150% of the Series C
Conversion Price plus accumulated and unpaid dividends, (b) at the third anniversary of the Series
C Issue Date, 160% of the Series C Conversion Price plus accumulated and unpaid dividends (provided
that if the date of determination occurs between the second and third anniversary of the Series C
Issue 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 date
to the date of determination and (B) the denominator of which is 365 and (ii) 10%), (c) at the
fourth anniversary of the Series C Issue Date, 170% of the Series C Conversion Price plus
accumulated and unpaid dividends (provided that if the date of determination occurs between the
third and fourth anniversary of the Series C Issue Date, then the percentage value will be equal to
the sum of (x) 160% and (y) the product of (i) a fraction (A) the numerator of which is the number
of days between the third anniversary date to the date of determination and (B) the denominator of
which is 365 and (ii) 10%), (d) at the fifth anniversary of the Series C Issue Date, 180% of the
Series C Conversion Price plus accumulated and unpaid dividends (provided that if the date of
determination occurs between the fourth and fifth anniversary of the Series C Issue Date, then the
percentage value will be equal to the sum of (x) 170% and (y) the product of (i) a fraction (A) the
numerator of which is the number of days between the fourth anniversary date to the date of
determination and (B) the denominator of which is 365 and (ii) 10%), and (e) after the fifth
anniversary of the Series C Issue Date, 180% of the Series C Conversion Price plus accumulated and
unpaid 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 the
Powers, Preferences and Relative, Participating, Optional and other Special Rights of 6.4% Senior
Cumulative Convertible Preferred Stock, Series D, and Qualifications, Limitations and Restrictions
thereof, 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 D
Certificate of Designation as in effect from time to time.



     “Series D Issue Date” means June 28, 2007



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     “Series D Majority Preferred Investors” means those Investors that have purchased
Series D Preferred Stock under the 2007 Purchase Agreement and their Permitted Transferees holding
any combination of Series D Preferred Stock or shares of Common Stock issued or issuable upon
conversion of the Series D Preferred Stock which represent a majority of the shares of Common Stock
issuable 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 2.4.1
hereof.



     “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 D
Preferred Stock outstanding on the relevant date of determination, (a) during the period from the
Series D Issue Date to the second anniversary of the Series D Issue Date, 150% of the Series D
Conversion Price plus accumulated and unpaid dividends, (b) at the third anniversary of the Series
D Issue Date, 160% of the Series D Conversion Price plus accumulated and unpaid dividends (provided
that if the date of determination occurs between the second and third anniversary of the Series D
Issue 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 date
to the date of determination and (B) the denominator of which is 365 and (ii) 10%), (c) at the
fourth anniversary of the Series D Issue Date, 170% of the Series D Conversion Price plus
accumulated and unpaid dividends (provided that if the date of determination occurs between the
third and fourth anniversary of the Series D Issue Date, then the percentage value will be equal to
the sum of (x) 160% and (y) the product of (i) a fraction (A) the numerator of which is the number
of days between the third anniversary date to the date of determination and (B) the denominator of
which is 365 and (ii) 10%), (d) at the fifth anniversary of the Series D Issue Date, 180% of the
Series D Conversion Price plus accumulated and unpaid dividends (provided that if the date of
determination occurs between the fourth and fifth anniversary of the Series D Issue Date, then the
percentage value will be equal to the sum of (x) 170% and (y) the product of (i) a fraction (A) the
numerator of which is the number of days between the fourth anniversary date to the date of
determination and (B) the denominator of which is 365 and (ii) 10%), and (e) after the fifth
anniversary of the Series D Issue Date, 180% of the Series D Conversion Price plus accumulated and
unpaid dividends.



     “Series E Certificate of Designation” means the Certificate of Designation of the
Powers, Preferences and Relative, Participating, Optional and other Special Rights of Convertible
Preferred Stock, Series E, and Qualifications, Limitations and Restrictions thereof, of the
Corporation, 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 E
Certificate of Designation as in effect from time to time.




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     “Series E Preferred Stockholders” means each of the individuals and entities listed in
Exhibit 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 the
Convertible Noteholders collectively.



     “Subsidiary” means, with respect to any Person, any corporation, partnership, limited
liability company, association, Joint Venture or other business entity of which more than 50% of
the total voting power of shares of stock or other ownership interests entitled (without regard to
the occurrence of any contingency) to vote in the election of the members of the Governing Body is
at the time owned or controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof.



     “Telepark Purchase Agreement” means that certain Stock Purchase Agreement, dated May
23, 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 bankruptcy
assets 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 an
initial public offering, (ii) the Corporation’s Total Leverage Ratio measured at the end of each
Fiscal Quarter, exceeding 4.5 to 1 for two consecutive quarters, (iii) the Corporation’s LTM
EBITDA, 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 (other
than to a Permitted Transferee), (v) the death or Disability of Mr. Claure, (vi) if Mr. Claure
ceases to be the Chief Executive Officer of the Corporation for any reason, or (vii) Lindsay
Goldberg 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 of
any of the events in (i)-(vi) above.



          “VZ/BZ Aladi Arrangement” means a financing arrangement under the Aladi Treaty between
Brazil, Venezuela and Mexico, pursuant to which SIMM-Solucoes Inteligentes Para Mercado Movel do
Brasil Ltda., an Affiliate of the Corporation (“Simm”), obtains advances from certain
Brazilian banks for shipments from Motorola to customers of Simm located in Venezuela with such
advances being secured by letters of credit in favor of Simm and a Motorola guaranty. As a result
of the foregoing, Simm incurs a temporary liability until such letters of credit are drawn upon by
the applicable Brazilian bank.




     2. Transfer Restrictions.




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19









 





          2.1 General Restrictions. No Covered Security now owned (beneficially or otherwise)
or subsequently acquired (directly or indirectly) by any Stockholder shall be Transferred, except
in accordance with this Agreement. Every Transfer of Covered Securities by a Stockholder shall be
subject 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 by
the 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 and
without first complying with the provisions of Section 2.4 hereof (each, together with a Transfer
permitted 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 (natural
or otherwise), stepchildren or grandchildren, or a trust or similar vehicle solely for the benefit
of 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 any
Investor, to a pledgee that is a commercial bank or other financial institution providing financing
to such Investor, which such pledgee is taking a security interest in such Investor’s Covered
Securities in connection with such financing; provided, however, that, in any such
above 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 party
hereto, 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 Covered
Securities 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 the
Corporation shall propose to issue any New Securities, the Corporation first shall offer, by
written notice, to the Investors the right, for a period of thirty (30) days (the “Refusal
Period”), to purchase for cash at an amount equal to the price or fair market value of other
consideration for which such New Securities are to be issued, a number of such New Securities
offered in such proposed issuance so that, after giving effect to such issuance (and the
conversion, exercise or exchange into or for, whether directly or indirectly, shares of Common
Stock of all such New Securities that are so convertible, exercisable or exchangeable), each of the
Investors will continue to maintain his or its same proportionate ownership of the Fully Diluted
Capital Stock as of the date of such notice (treating each of such Investors, for the purpose of
such computation, as the holder of (i) the number of shares of Common Stock that would be issuable
to such party upon the conversion, exercise or exchange of all Convertible Securities held by such
party on the date such offer is made into or for (whether directly or




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indirectly) shares of Common Stock and assuming the like conversion, exercise or exchange of
all such other Convertible Securities held by other persons), in addition to (ii) the number of
shares of Common Stock such Investor holds.




                    2.3.1.2 Mechanics of Preemptive Right. The closing of any purchase of any New
Securities proposed to be issued pursuant to this Section 2.3 shall take place at the principal
office of the Corporation within ninety (90) days after the date of the Corporation’s written
notice to the Investors (each, a “Closing Date”); provided that such 90-day period shall be
extended to the extent necessary to obtain all the required consents and approvals of any
Government Authority. The Corporation’s written notice to the Investors shall describe the New
Securities proposed to be issued by the Corporation and specify the number of New Securities to be
offered 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 (as
determined pursuant to Section 2.3.1.1), or any lesser number, by written notice thereof given by
such Investor to the Corporation prior to the expiration of the Refusal Period, in which event the
Corporation shall sell and such Investor shall buy, upon the terms specified, the number of New
Securities agreed to be purchased by such Investor by the Closing Date and concurrent with the sale
by the Corporation of the remainder of such New Securities as hereinafter provided. In its written
notice of acceptance to the Corporation, each Investor may indicate the maximum number of New
Securities 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” shall
mean, with respect to each Investor, the percentage equal to (i) the number of Covered Securities
owned by such Investor as the aggregate of (x) the number of shares of Common Stock that would be
issuable to such Investor upon the conversion, exercise or exchange of all Convertible Securities
held 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, divided
by (ii) the number of Covered Securities owned by all Investors as the aggregate of (x) the number
of shares of Common Stock that would be issuable upon the conversion, exercise or exchange of all
Convertible 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 other
Convertible Securities held by all Investors and (y) the number of shares of Common Stock owned by
all Investors. If one or more Investors declines to participate in such purchase or elects to
purchase less than such Investor’s Pro-Rata Share, then such rejected New Securities shall
automatically be deemed to be accepted by the Investors who specified an Excess Amount in their
respective notice of acceptance, allocated among such Investors in proportion to their respective
Pro-Rata Share determined based only on the participating Investors but in no event shall an amount
greater than an Investor’s Excess Amount be allocated to such Investor. Any excess New Securities
shall be allocated among the remaining participating Investors whose specified Excess Amount has
not been satisfied in proportion to their respective Pro-Rata Share, determined based only on the
participating Investors, and such procedure shall be employed until the entire Excess Amount of
each participating Investor has been satisfied or all New Securities have been allocated. The
Corporation shall be free at any time during the period of sixty (60) days after the Refusal Period
to offer and sell to a purchaser (who shall not be any of the Mitsui Competitors on or prior to
December 31, 2010, unless otherwise agreed by Mitsui) in one transaction or a series of
transactions, the remainder of the New Securities proposed to be issued by the Corporation




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(including, but not limited to, the New Securities not agreed by the Investors to be purchased
by them), at a price and on other terms no more favorable to such purchaser than those specified in
such notice of offer to the Investors. However, if such sale or sales is or are not consummated
within such sixty (60) day period as to any number of New Securities, the Corporation shall not
sell such New Securities as shall not have been purchased within such period without again
complying 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 2003
Purchase Agreement and/or a Protective Default, Payment Default or Outside Date Default has
occurred and is continuing under the Series B Certificate of Designation and/or the Series C
Certificate 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 the
said instrument, an Investor (for purposes of this Section 2.3.2, the “Offering
Stockholder”) may Transfer to an Industry Participant all or any portion of the Covered
Securities covered by such instrument and held by such Offering Stockholder, and if such Transfer
is prior to a Qualified Public Offering, the Offering Stockholder shall deliver written notice to
the 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 for
Offer”) shall include a request that the Corporation make a written offer to the Offering
Stockholder 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 Offering
Stockholder to purchase all but not less than all of the Offered Securities, which Corporation
Offer shall include the proposed purchase price per security for the Offered Securities and all
other material terms and conditions of the Corporation Offer. The Corporation shall, within
fifteen (15) calendar days after delivery of the Corporation Offer provide written evidence to the
Offering Stockholder that it is ready, willing and able to purchase the Offered Securities, such
written evidence to be satisfied by verified account statements reflecting that the Corporation
maintains sufficient cash or cash equivalents on hand to cover the aggregate purchase price for the
Offered Securities or a written financing commitment from a lender reasonably acceptable to the
Offering Stockholder.



                    2.3.2.2 The Offering Stockholder shall have the right for a period of fifteen (15) calendar
days after receipt of the financial information described in the last sentence of Section 2.3.2.1
to accept the Corporation Offer. The Offering Stockholder’s right to accept the Corporation Offer
shall be exercised by delivering written notice (the “Offering Stockholder Acceptance”) to
such effect to the Corporation. An Offering Stockholder Acceptance shall be deemed to be an
irrevocable commitment to Transfer the Offered Securities to the Corporation at the price and on
all other terms and conditions set forth in the Corporation Offer and in this Section 2.3.2. The
failure of the Offering Stockholder to exercise its right to accept the Corporation Offer within
such fifteen (15) calendar day period shall be deemed to be a waiver of its right to accept the
Corporation Offer.



                    2.3.2.3 If the Offering Stockholder accepts the Corporation Offer, the purchase and sale of
the Offered Securities to the Corporation shall occur at such time as requested by the Offering
Stockholder; provided, however, that such date shall not be earlier than twenty
(20) Business Days following the Offering Stockholder Acceptance or later than ninety




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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 of
certificates evidencing the Offered Securities purchased, duly endorsed for Transfer, against
payment 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 which
the Request for Offer was received by the Corporation (provided that such 120-day period shall be
extended to the extent necessary to obtain all the required consents and approvals of any
Government Authority) and the purchase price paid or payable by the Industry Participant for the
Offered 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 first
offer on any Covered Securities held by any Investor except in the specific circumstance described
in Section 2.3.2.1.



          2.4
Right of Co-Sale.



               2.4.1 (a) At any time prior to the consummation of the Corporation’s Qualified Public
Offering, if any Management Controlling Stockholder (for purposes of this Section 2.4, the
“Management Controlling Offering Stockholder”) proposes to Transfer its or his Covered
Securities to a Person not a Permitted Transferee described in clauses (i) or (ii) of Section 2.2.1
in 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 such
Management Controlling Offering Stockholder to join in such Transfer by selling its Covered
Securities in accordance with Section 2.4.3 below (the “Management Controlling Co-Sale
Notice”).



                    (b) At any time prior to the consummation of the Corporation’s Qualified Public Offering, if
any Series D Preferred Stockholder (for purposes of this Section 2.4, the “Series D Preferred
Offering Stockholder”) proposes to Transfer its or his Covered Securities to a Person not a
Permitted Transferee described in clauses (i) or (ii) of Section 2.2.1 in a transaction otherwise
permitted under and in compliance with Sections 2.1 or 2.2.2 hereof, then each Series E Preferred
Stockholder shall be afforded the opportunity, pursuant to a written notice from such Series D
Preferred Offering Stockholder to join in such Transfer by selling its Series E Preferred Stock in
accordance 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 number
of Covered Securities that the Co-Sale Offering Stockholder owns and wishes to sell (for purposes
of this Section 2.4, the “Offered Shares”), (ii) the proposed purchase price per share for
the 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 transferee
has made a bona fide offer for the Offered Shares and is ready, willing and




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able to purchase the Offered Shares at the price specified and (v) all other terms and
conditions 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 date
of the Co-Sale Notice, the Co-Sale Offering Stockholder of its election to sell a portion of its
Covered Securities to the proposed purchaser in an amount not exceeding the number of Offered
Shares multiplied by such Participating Investor’s Co-Sale Pro Rata Portion (the “Co-Sale
Election”). The Co-Sale Election shall be deemed to be an irrevocable commitment to sell to
the proposed purchaser the number of Covered Securities that the Participating Investor has elected
to sell pursuant to the Co-Sale Election. The sale and purchase of Covered Securities contemplated
by the Co-Sale Election shall be on the same terms set forth in the Co-Sale Notice. The number of
Offered Shares sold to the proposed purchaser by the Co-Sale Offering Stockholder shall be reduced
by the number of Covered Securities purchased by the proposed purchaser from the Participating
Investor under this Section 2.4. The closing of the sale of Covered Securities by the
Participating Investor to the proposed purchaser shall occur simultaneously with the closing of the
sale of Offered Shares by the Co-Sale Offering Stockholder to the proposed purchaser. Any such
sale within one hundred twenty (120) days after the date of receipt of the Co-Sale Notice shall be
made only to persons identified in the Co-Sale Notice and at the same price and upon the same terms
and conditions as those set forth in the Co-Sale Notice. In the event such Co-Sale Offering
Stockholder has not sold the Offered Shares within such 120-day period, the Co-Sale Offering
Stockholder shall not thereafter sell any Covered Securities without first complying with the
provisions of this Section 2.4.



               2.4.4 The Corporation shall register any Transfer of any Offered Shares in its records and
shall issue the applicable share certificates to any transferee.



               2.4.5 The Participating Investor shall not be responsible for any costs incurred by the
Corporation or any other party as a result of the Participating Investor exercising its rights
under this Section 2.4, except for any legal fees, expenses and selling commissions personally
incurred or contracted for by the participating Investor (or Series E Preferred Stockholder, as
applicable).



          2.5 Transfer to Mitsui Competitor.



               2.5.1 Prior to January 1, 2011, provided that a Qualified Public Offering has not yet been
consummated, 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 Covered
Securities to any of the Mitsui Competitors, the Transferor shall deliver written notice to Mitsui
of its intent to Transfer all or a portion of its Covered Securities (the “Proposed
Securities”) to a Mitsui Competitor. The written notice (the “Request for Mitsui
Offer”) shall include a request that Mitsui make a written offer to the Transferor to purchase
the Proposed Securities. Mitsui shall have a period of ten (10) Business Days in which to make a
written non legally binding proposal (the “Mitsui Preliminary Proposal”) to the Transferor
to purchase all of the Proposed Securities, which Mitsui Preliminary Proposal shall include the
proposed purchase price per security for the Proposed Securities and all other material terms and
conditions 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 binding
offer (the “Mitsui




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Binding Offer”) to the Transferor to purchase the Proposed Securities, with such
written evidence that Mitsui is ready, willing and able to purchase the Proposed Securities, such
written evidence to be satisfied by verified account statements reflecting that Mitsui maintains
sufficient cash or cash equivalents on hand to cover the aggregate purchase price for the Proposed
Securities 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 the
time periods set forth above, Mitsui will be deemed to have waived its rights with respect to such
offer.




               2.5.2 The Transferor shall have the right for a period of fifteen (15) calendar days after
receipt of the financial information described in the second to last sentence of Section 2.5.1 to
accept the Mitsui Binding Offer. The Transferor’s right to accept the Mitsui Binding Offer shall
be exercised by delivering written notice (the “Transferor Acceptance”) to such effect to
Mitsui. The Transferor Acceptance shall be deemed to be an irrevocable commitment to Transfer the
Proposed Securities to Mitsui at the price and on all other terms and conditions set forth in the
Mitsui Binding Offer and in this Section 2.5. The failure of the Transferor to exercise its right
to accept the Mitsui Binding Offer within such fifteen (15) calendar day period shall be deemed to
be 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 shall
exercise their best efforts to cause the purchase and sale of the Proposed Securities to occur no
later than twenty (20) Business Days following the Transferor Acceptance, which date may be
extended 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) Business
Days. The Transferor and the Corporation shall cooperate with Mitsui in preparing any necessary
filing 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 the
Proposed Securities purchased, duly endorsed for Transfer, against payment to the Transferor of the
purchase 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 Offer
as to a portion of the Proposed Securities) under this Section 2.5, and the Transferor elects to
Transfer 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 which
the Request for Mitsui Offer was received by Mitsui, at a purchase price greater than the purchase
price set forth in the Mitsui Offer and on other terms not more favorable to the transferee than
the 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 been
consummated, N&P and its Permitted Transferees shall not Transfer any of their Covered Securities
to any of the Mitsui Competitors without the express prior written consent of Mitsui.




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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, if
the Stockholders holding a majority of the voting power of the outstanding Fully Diluted Capital
Stock of the Corporation (the “Control Stockholders”) shall propose to sell to a third
party 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 a
majority of the voting power of the Corporation shall have been Transferred), at a purchase price
per share not less than the Series B Threshold Amount or the Series C Threshold Amount, which
consideration shall be at least 90% in cash or securities registered under the Securities Act and
listed on a national exchange or on the Nasdaq National Market, then the Control Stockholders shall
have the right (but not the obligation) to cause each Series B and C Preferred Stockholder to sell
or cause to be sold the same proportionate part of the Covered Securities owned by such Series B
and C Preferred Stockholder as are proposed to be sold by such Control Stockholders, for the
consideration equal to the sum of (i) the same consideration per share and (ii) the
amount of dividends, if any, accrued and unpaid on such Covered Securities to be sold by such
Series B and C Preferred Stockholder and otherwise on the same terms and conditions obtained by
such Control Stockholders in the Sale of Control.



               3.1.2 At any time prior to the consummation of the Corporation’s Qualified Public Offering, if
the Control Stockholders shall propose a Sale of Control of all or substantially all of their
Covered Securities (provided that shares representing at least a majority of the voting power of
the Corporation shall have been Transferred), at a purchase price per share not less than the
Series D Threshold Amount, then the Control Stockholders shall have the right (but not the
obligation) to cause each Series D Preferred Stockholder to sell or cause to be sold the same
proportionate part of the Covered Securities owned by such Series D Preferred Stockholder as are
proposed to be sold by such Control Stockholders, for the consideration equal to the sum of (i) the
same consideration per share and (ii) the amount of dividends, if any, accrued and unpaid on such
Covered Securities to be sold by such Series D Preferred Stockholder and otherwise on the same
terms 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, if
the Control Stockholders shall propose a Sale of Control of all or substantially all of their
Covered Securities (provided that shares representing at least a majority of the voting power of
the Corporation shall have been Transferred), at a purchase price per share not less than the
Series E Threshold Amount, then the Control Stockholders shall have the right (but not the
obligation) to cause each Series E Preferred Stockholder to sell or cause to be sold the same
proportionate part of the Covered Securities owned by such Series E Preferred Stockholder as are
proposed to be sold by such Control Stockholders, for the consideration equal to the sum of (i) the
same consideration per share and (ii) the amount of dividends, if any, accrued and unpaid on such
Covered Securities to be sold by such Series E Preferred Stockholder and otherwise on the same
terms and conditions obtained by such Control Stockholders in the Sale of Control.




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               3.1.4 At any time prior to the consummation of the Corporation’s Qualified Public Offering, if
the Control Stockholders shall propose a Sale of Control of all or substantially all of their
Covered Securities (provided that shares representing at least a majority of the voting power of
the 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 same
proportionate part of the Covered Securities owned by such Common Stockholder as are proposed to be
sold by such Control Stockholders, for consideration equal to the sum of (i) the same consideration
per share and (ii) the amount of dividends, if any, accrued and unpaid on such Covered Securities
to be sold by such Common Stockholder and otherwise on the same terms and conditions obtained by
such Control Stockholders in the Sale of Control. For purposes of this Section 3.1.4, the Control
Stockholders may not require (A) Mitsui or its Affiliates to sell shares of Common Stock pursuant
to this Section if such Common Stock was received on conversion of Series B Preferred Stock or
Series C Preferred Stock unless the consideration per share equals or exceeds the Series B
Threshold Amount with respect to shares of Common Stock received on conversion of the Series B
Preferred Stock and the Series C Threshold Amount with respect to shares of Common Stock received
on conversion of the Series C Preferred Stock or (B) Lindsay Goldberg or its Affiliates to sell
shares of Common Stock pursuant to this Section if such Common Stock was received on conversion of
Series D Preferred Stock unless the consideration per share equals or exceeds the Series D
Threshold Amount with respect to shares of Common Stock received on conversion of the Series D
Preferred Stock.



          3.2
Closing. The closing of any sale under this Section 3 shall be on a date
determined by the Control Stockholders, which date shall not be less than twenty (20) Business Days
after the date the written notice of the Sale of Control shall be given. A Stockholder
participating in the sale pursuant to this Section shall deliver to the transferee(s) at the
closing, one or more certificates, properly endorsed for Transfer or accompanied by stock transfer
powers duly endorsed for Transfer, with all stock transfer taxes paid and stamp affixed, which
represent the Covered Securities owned by such Stockholder and required to be Transferred pursuant
to Section 3.1 above. In the event that the Stockholders are required by the Control Stockholders
to make any representations, warranties or indemnities for the benefit of the purchaser in
connection with a Sale of Control, then (x) no Stockholder will be liable for more than the total
net proceeds (net of taxes paid in respect of such proceeds) received by such Stockholder in
connection with such Sale of Control and (y) no Stockholder shall be required, in its capacity as a
Stockholder, to make any representations or warranties other than representations, warranties and
indemnities made by a Stockholder concerning that Stockholder’s valid ownership of its Covered
Securities, free of Liens and encumbrances, and that Stockholder’s authority, power and right to
enter into and consummate such Sale of Control, but all Stockholders shall jointly, but subject to
the provisions of the preceding clause (x), provide the indemnities required by the Control
Stockholders relating to the breach of any representation or warranty made by the Corporation (but
not any representation or warranty made by any other Stockholder). In addition, such Stockholders
shall 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 Control
Stockholders in connection with the preparation of disclosure schedules relating to representations
and warranties to be made to the transferee(s).



     4. Registration Rights.




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          4.1 Demand Registration Rights.




                    4.1.1 Demand Registration Rights. (a) The Majority Noteholder Investors shall
collectively 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 Senior
Subordinated Notes, to request that the Corporation effect a Registration under the Securities Act
of 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 C
Majority Preferred Investors shall collectively have the right by written notice, at any one time
after the earlier to occur of (i) the date on which any other Stockholder can exercise demand
registration rights similar to those granted to the Series B and C Majority Preferred Investors
pursuant 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 Act
of its shares of Common Stock (x) underlying, or previously converted into pursuant to the terms
of, the Series B Preferred Stock or the Series C Preferred Stock, (y) held by the Series B and C
Majority Preferred Investors or (z) held by Telepark Corp.; and (c) the Series D Majority Preferred
Investors shall collectively have the right by written notice, at any one time after the earlier to
occur of (i) the date on which any other Stockholder can exercise demand registration rights
similar 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 the
Corporation effect a Registration under the Securities Act of its shares of Common Stock
underlying, 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 the
Securities Act of the Demand Shares that the Corporation has been so requested by the applicable
Investors under either clause (a), (b) or (c) of this Section 4.1.1 (in such capacity, the
“Initiating Stockholders”) to Register (including, without limitation, appropriate
qualification under applicable blue sky or other state securities laws and appropriate compliance
with applicable regulations under the Securities Act and any other governmental requirements or
regulations) in accordance with this Section 4.1.



                    4.1.1.1 Limitations. The Corporation shall not be required to file and cause to
become effective (i) any Registration Statement, the reasonably anticipated aggregate price to the
public of which would not exceed $10,000,000, (ii) any Registration Statement during any period in
which any other Registration Statement (other than on Form S-4 or Form S-8 promulgated under the
Securities Act or any successor forms thereto) pursuant to which Primary Shares are to be or were
sold 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 to
Section 4.2, and (iii) any Registration Statement that would require an audit of the Corporation to
be performed outside of the ordinary course of business.



                    4.1.1.2 Delay. The Corporation may delay the filing or effectiveness of any
Registration Statement after the date of a request for Registration pursuant to this Section 4 if
at the time of such request (i) the Corporation is engaged, or has fixed plans to engage, within
thirty (30) days of the time of such request, in a firm commitment underwritten public offering of
Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant
to Section 4.2 hereof or (ii) the Corporation provides to the Initiating




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Stockholders a written certificate, signed by the President of the Corporation, stating that
in the good faith determination of the Board, such registration and offering would be seriously
detrimental to any material transaction involving the Corporation; provided,
however, that the Corporation may delay the filing or effectiveness of a Registration
Statement pursuant to this Section 4.2.1.2 no more than two (2) times during the term of this
Agreement, and then, as to each, for a period not in excess of ninety (90) days from the effective
date 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 Registration
pursuant 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 Registration
under 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 whom
a Demand Notice has not been received, and the Corporation shall use its reasonable best efforts to
Register under the Securities Act, for public sale in accordance with the method of disposition
specified 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 of
Registrable Shares within thirty (30) days after the giving of such notice by the Corporation) (the
Initiating Stockholders and all other holders of Registrable Shares giving such notice to the
Corporation, collectively the “Demand Stockholders”) and any Primary Shares.
Notwithstanding the foregoing, if the managing underwriter (as selected by a majority-in-interest
of the Demand Stockholders included in such Registration and as shall be reasonably acceptable to
the Corporation) advises the Corporation that the inclusion of all Registrable Shares and/or
Primary Shares proposed to be included in such Registration would interfere with the successful
marketing (including pricing) of the Registrable Shares proposed to be included in such
Registration, then the number of Registrable Shares and/or Primary Shares proposed to be included
in such Registration shall be included in the following order:




	 	a)	 	first, the Demand Shares and any other Covered
Securities owned by all Demand Stockholders based on their pro-rata percentages
of 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 the
number of Registrable Shares requested to be Registered by each such
Stockholder).





                    4.1.1.4 Withdrawal in Demand Registration. At any time before the Registration
Statement covering Registrable Shares becomes effective, the Initiating Stockholders may request
the Corporation to withdraw or not to file such Registration Statement. In that event, if such
request for withdrawal shall not have been caused by, or made in response to, the Initiating
Stockholders 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 the
time of their Demand Notice, the Initiating Stockholders shall lose their applicable




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demand registration rights under this Section 4.1 unless the Initiating Stockholders shall pay
to the Corporation the expenses incurred in connection therewith by the Corporation through the
date of such request.




                    4.1.1.5 Inability to Transfer Sufficient Registrable Shares. If the Initiating
Stockholders are unable to Transfer at least eighty percent (80%) of their Registrable Shares, then
the Corporation shall still be required to effect such Registration; provided, however, a demand
shall 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. Subject
to the terms of this Agreement, if the Corporation at any time proposes for any reason to Register
any of its Common Stock (either for its own account or the account of a security holder) on a form
that would be suitable for a Registration involving Registrable Shares (except with respect to
registrations on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms
thereto), the Corporation will (i) promptly give each holder of Registrable Shares written notice
thereof (which shall include a list of the jurisdictions in which the Corporation intends to
attempt 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 other
compliance laws or regulations), and in any underwriting involved therein, all the Registrable
Shares specified in a written request delivered to the Corporation by any such Stockholder within
thirty (30) days after delivery of such written notice from the Corporation.



               4.2.2 Notice of Underwriting in Piggyback Registration. If the Registration of which
the Corporation gives notice is for a Registered public offering involving an underwriting, the
Corporation shall so advise holders of Registrable Shares as a part of the written notice given
pursuant to Section 4.2.1 hereof. In such event, the right of any such Stockholder to Registration
shall be conditioned upon such underwriting and the inclusion of such Stockholder’s Registrable
Shares in such underwriting to the extent provided in this Section 4.2. All Stockholders proposing
to distribute their Registrable Shares through such underwriting shall (together with the
Corporation and the other holders distributing their securities through such underwriting) enter
into 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 an
offering pursuant to this Section 4.2.



               4.2.3 Marketing Limitation in Piggyback Registration. In the event the underwriter’s
representative advises, in writing, the Corporation and Stockholders seeking Registration of
Registrable 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 of
the market, and the status of the persons proposing to sell securities pursuant to the
Registration) require a limitation of the number of Covered Securities to be underwritten, the
underwriter’s representative (subject to the allocation priority set forth in Section 4.1.1.3
hereof) may:




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                    4.2.3.1 in the case of the Corporation’s initial Registered public offering, exclude some
or all Registrable Shares from such Registration and underwriting in the manner set forth in
Section 4.2.4 hereof; and



                    4.2.3.2 in the case of any Registered public offering subsequent to the initial public
offering, and not otherwise as a result of a Demand Notice, limit the number of shares of
Registrable Shares to be included in such Registration and underwriting to not less than twenty
percent (20%) of all Covered Securities included in such Registration.



               4.2.4 Allocation of Shares in Piggyback Registration. In the event that the
underwriter’s representative limits the number of Covered Securities to be included in a
Registration pursuant to Section 4.2.3 hereof, and such Registration is not a result of a Demand
Notice, the Covered Securities (other than Registrable Shares) held by officers of the Corporation
shall be excluded from such Registration and underwriting to the extent required by such
limitation. If a limitation of the number of Covered Securities is still required after such
exclusion, the number of Covered Securities that may be included in such Registration (which shall
not 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 Registrable
Shares; and (iii) third, all other Covered Securities held by the other Stockholders of the
Corporation (or, if necessary, such Registrable Shares pro rata among the Stockholders thereof
based 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 Shares
disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by
written 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 other
securities 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 and
disbursements 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 Shares
and underwriter counsel fees, but excluding any Selling Expenses, are called “Registration
Expenses”. All underwriting discounts and selling commissions applicable to the sale of
Registrable Shares are called “Selling Expenses”. The Corporation will pay all
Registration Expenses in connection with all Registration Statements under Sections 4.1 and 4.2
hereof. All Selling Expenses in connection with each Registration Statement under Sections 4.1 and
4.2 hereof shall be borne by the participating sellers including the Corporation in proportion to
the number of Registrable Shares sold by each or as they may otherwise agree.



            4.4 Registration Procedures and Obligations.



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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 Statement
with respect to such Registrable Shares and use its reasonable best efforts to cause such
Registration Statement to become effective, and, upon the request of Stockholders of a majority of
the Registrable Shares registered thereunder, keep such Registration Statement effective for up to
eighty (80) days.



               4.4.2 Prepare and file with the Securities and Exchange Commission such amendments and
supplements to such Registration Statement and the prospectus used in connection with such
Registration Statement as may be necessary to comply with the provisions of the Securities Act with
respect 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 preliminary
prospectus, in conformity with the requirements of the Securities Act, and such other documents as
they may reasonably request in order to facilitate the disposition of Registrable Shares owned by
them.



               4.4.4 Use its reasonable best efforts to register and qualify the securities covered by such
Registration Statement under such other securities or blue sky laws of such jurisdictions as shall
be reasonably requested by selling Stockholders; provided, however, that the
Corporation shall not be required in connection therewith or as a condition thereto to qualify to
do 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 securities
shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the
qualification 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 obligations
under an underwriting agreement, in usual and customary form, with the managing underwriter of such
offering. Each Stockholder participating in such underwriting shall also enter into and perform
its obligations under such an agreement.



               4.4.6 Notify each Stockholder of Registrable Shares covered by such Registration Statement at
any time when a prospectus relating thereto is required to be delivered under the Securities Act of
the happening of any event as a result of which the prospectus included in such Registration
Statement, as then in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing.



               4.4.7 Provide a transfer agent and registrar for all Registrable Shares registered pursuant to
such Registration Statement and a CUSIP number for all such Registrable Shares, in each case not
later than the effective date of such Registration.


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               4.4.8 Furnish, at the request of any Stockholder requesting Registration of Registrable Shares
pursuant to this Agreement, on the date that such Registrable Shares are delivered for sale in
connection with a Registration pursuant to this Agreement, (i) an opinion, dated such date, of the
counsel representing the Corporation for the purposes of such Registration, in form and substance
as is customarily given to underwriters in an underwritten public offering, addressed to such
Stockholder and (ii) a letter, dated such date, from the independent certified public accountants
of the Corporation, in form and substance as is customarily given by independent certified public
accountants 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 each
securities 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 of
Registrable Shares to be sold pursuant to the Registration Statement, any underwriter participating
in any disposition pursuant to such Registration Statement, and any attorney, accountant or other
agent retained by any such seller or underwriter (collectively, the “Inspectors”), all
financial and other records, pertinent corporate documents and properties of the Corporation
(collectively, the “Records”), and cause the Corporation’s officers, directors, employees
and 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 of
the Securities and Exchange Commission, and make available to its security holders, as soon as
reasonably practicable, an earnings statement or such other document covering the period of at
least twelve (12) months beginning with the first day of the Corporation’s first full calendar
quarter after the effective date of the Registration Statement, which earnings statement will
satisfy 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 be
supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant
to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Shares covered by such Registration Statement during
the applicable period in accordance with the intended methods of disposition by the sellers of such
Registrable 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 Registration
Statement of any stop order issued or threatened suspending or preventing the use of any related
prospectus or suspending the qualification of any securities included in such Registration
Statement for sale in any jurisdiction and take all reasonable actions required to prevent the
entry 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 obtain
ratings for any Registrable Shares and (iii) otherwise provide reasonable assistance to the
underwriters (taking into account the needs of the Corporation’s



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businesses and the requirements of the marketing process) in the offering, marketing or
selling of Registrable Shares in any underwritten offering including due diligence of the
Corporation 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 and
agents and each Person who controls such holder (within the meaning of Section 15 of the Securities
Act 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 or
agent or controlling person may become subject under the Securities Act or 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 untrue or alleged untrue
statement of a material fact contained (A) in any Registration Statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or (B) in any application or other
document or communication (in this Section 4.5 collectively called an “application”) executed by or
on behalf of the Corporation or based upon written information furnished by or on behalf of the
Corporation filed in any jurisdiction in order to qualify any securities covered by such
Registration Statement under the “blue sky” or securities laws thereof, or (ii) any omission or
alleged omission of a material fact required to be stated in any Registration Statement, prospectus
or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the
statements therein not misleading, and the Corporation will reimburse such holder and each such
director, manager, officer, employee, partner or agent and controlling person for any legal or any
other 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 any
such case to the extent that any such loss, claim, damage, liability (or action or proceeding in
respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue
statement, or omission or alleged omission, made in such Registration Statement, any such
prospectus 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 the
Corporation by such holder expressly for use therein or by such holder’s failure to deliver a copy
of the Registration Statement or prospectus or any amendments or supplements thereto after the
Corporation has furnished such holder with a sufficient number of copies of the same. In
connection with an underwritten offering, the Corporation will indemnify such underwriters, their
officers and directors and each Person who controls such underwriters (within the meaning of the
Securities Act) to the same extent as provided above with respect to the indemnification of the
holders of Registrable Shares.



               4.5.2 In connection with any Registration Statement in which a holder of Registrable Shares is
participating, each such holder will furnish to the Corporation in writing such information and
documents as the Corporation reasonably requests for use in connection with any such Registration
Statement or prospectus and, to the extent permitted by law, will severally and not jointly
indemnify and hold harmless the Corporation, its directors and officers and each other Person who
controls 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 or
controlling person may become subject under the Securities Act or




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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 untrue
or alleged untrue statement of a material fact contained in the Registration Statement, prospectus
or 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 Registration
Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or
necessary to make the statements therein not misleading, and such holder will reimburse the
Corporation and each such director, officer and controlling person for any legal or any other
expenses 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 this
Section only to the extent that such untrue statement or omission is made in such Registration
Statement, any such prospectus 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 the Corporation by such holder expressly for use therein; provided, that the
obligation to indemnify will be individual to each holder and will be limited to the net amount of
proceeds received by such holder from the sale of Registrable Shares pursuant to such Registration
Statement.




               4.5.3 Any Person entitled to indemnification hereunder will (i) give prompt written notice to
the 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 not
relieve the indemnifying party of its obligations hereunder except to the extent that the
indemnifying party is materially prejudiced by such failure to notify and (ii) unless in such
indemnified party’s reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume
the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such
defense is assumed, the indemnifying party will not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent will not be unreasonably
withheld); provided, that without the prior written consent of the indemnified party, no
indemnifying party will effect any settlement of any pending or threatened proceeding in respect of
which any indemnified party is or could have been a party and indemnity could have been sought
hereunder by such indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability arising out of such proceeding. An indemnifying party
who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to
pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying
party with respect to such claim, unless in the reasonable judgment of any indemnified party a
conflict of interest may exist between such indemnified party and any other of such indemnified
parties with respect to such claim.



               4.5.4 The indemnification provided for under this Agreement will remain in full force and
effect regardless of any investigation made by or on behalf of the indemnified party or any
officer, director or controlling Person of such indemnified party and will survive the Transfer of
securities by any holder thereof. Each indemnifying party also agrees to make such provisions, as
are reasonably requested by any indemnified party, for contribution to such party in the event such
indemnifying party’s indemnification is unavailable for any reason.



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     5. Board of Directors.



          5.1
Size of Board. The Board shall be set at no less than three (3) and no more than
fifteen (15) members.




          5.2
Right to Designate. (i) So long as (x) the Series B Preferred Stockholders
party to this Agreement on the date hereof, collectively with their Permitted Transferees that are
Affiliates thereof, hold shares of Series B Preferred Stock and Common Stock representing in the
aggregate at least twenty-five percent (25%) of the shares of Common Stock into which the shares of
Series B Preferred Stock are convertible or have been converted,
or (y) the Series C
Preferred Stockholders party to this Agreement hold shares of Series C Preferred Stock and Common
Stock representing at least twenty-five percent (25%) of the shares of Common Stock into which the
shares of Series C Preferred Stock are convertible or have been converted, the Series B and C
Preferred Stockholders shall collectively have the right to designate one (1) person for election
to the Board; (ii) so long as the Series D Preferred Stockholders party to this Agreement on the
date hereof, collectively with their Permitted Transferees that are Affiliates thereof, continue to
hold shares of Series D Preferred Stock and Common Stock representing in the aggregate at least
twenty-five percent (25%) of the shares of Common Stock into which the shares of Series D Preferred
Stock are convertible or have been converted, the Series D Preferred Stockholders shall have the
right to designate four (4) persons for election to the Board; and (iii) so long as N&P continues
to hold shares of Common Stock representing at least twenty-five percent (25%) of the Fully Diluted
Capital Stock, N&P shall have the right to designate the remainder of the directors. There shall
be no cumulative voting with respect to the above-referenced designation(s). Notwithstanding the
above, the Convertible Noteholders party to this Agreement voting together as a class shall have
the 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 Preferred
Stockholder, Falcon shall be entitled to designate one such non-voting observer and for so long as
Prudential is a Convertible Noteholder or a Series E Preferred Stockholder, Prudential shall be
entitled to designate one such non-voting observer. Each committee of the Board shall have one
representative designated by the holders of a majority of the outstanding Series B Preferred Stock,
Series C Preferred Stock, and Series D Preferred Stock.




          5.3
Replacement of Director. In the event any director designated pursuant to Section
5.2 hereof shall resign, die, become incapacitated or otherwise cease to act as a director or is
removed from the Board, the Stockholder(s) who designated such director shall be entitled to
designate a successor to such director by notifying the Board, in writing, of a replacement
director, and the Stockholders shall vote their Covered Securities, at any regular or special
meeting called for the purpose of filling positions on the Board, or in any written consent
executed in lieu of such a meeting of Stockholders, and shall take all actions necessary, to ensure
the election to the Board of such replacement director to fill the unexpired term of the director
who is being replaced. To the extent the Stockholder who designated a director to the Board
desires to remove such director, all of the Stockholders hereby agree to vote their Covered
Securities or execute written consents in respect of such Covered Securities to remove such
director in accordance with the wishes of the party who originally designated such director.




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          5.4
Certain Expenses. All reasonable out-of-pocket expenses of all members of the
Board in connection with attendance at Board meetings shall be reimbursed by the Corporation.




          5.5
Election of Designees. The Corporation shall use its best efforts to cause any
designees selected in accordance with this Agreement to be elected to the Board. Each Stockholder
shall vote such Stockholder’s shares of Common Stock and Preferred Stock (if eligible to vote) at
any regular or special meeting of stockholders of the Corporation or in any written consent
executed 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 by
written consent in lieu of a meeting): (i) to give effect to the agreements contained in Section
5.2 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.




          5.6
Board Meetings; Expenses; Indemnification; Insurance. Meetings of the Board and
any committee thereof shall be held at the principal offices of the Corporation or at such other
place as may be determined by the Board or such committee. Regular meetings of the Board shall be
held on such dates and at such times as shall be determined by the Board; provided that there shall
be at least one meeting held during each Fiscal Quarter. Special meetings of the Board or any
committee thereof may be called by any director (or, in the case of a special meeting of any
committee of the Board, by any member thereof) in at least three days’ prior notice to the other
directors, 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 excluding
any international travel expenses in connection with the participation by directors in attending
meetings 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 by
the Corporation to the extent set forth in the Corporation’s by-laws. The Corporation shall
maintain directors’ and officers’ insurance in an amount reasonably acceptable to the Stockholders.




          5.7
Quorum; Act of the Board.




               5.7.1 Except as otherwise required by law or the certificate of incorporation of the
Corporation, at all meetings of the Board, a majority of the entire Board including at least one
director designated by the Series D Preferred Stockholders under Section 5.2(ii) (a “Series D
Board Designee”) shall constitute a quorum for the transaction of business and, subject to
Section 5.7.2 below, the act of the majority of the directors present at any meeting at which there
is a quorum shall be the act of the Board. If a quorum shall not be present at a meeting of the
Board, the directors present thereat may adjourn the meeting from time to time, without notice
other than announcement at the meeting of the time and place of the adjourned meeting. If a quorum
is not present for an adjourned meeting that is being held as a result of the failure to have a
Series 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 majority
includes any Series D Board Designees.




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               5.7.2 Unless otherwise provided in the certificate of incorporation or by-laws of the
Corporation, any action required or permitted to be taken at any meeting of the Board or of any
committee thereof may be taken without a meeting, if all the members of the Board or committee, as
the case may be, consent thereto in writing, and the writing or writings are filed with the minutes
of proceedings of the Board. Notwithstanding anything to the contrary set forth in this Section
5.7.2, 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 an
affirmative vote or written consent of Mr. Claure, acting in his capacity as a director, is
obtained. The parties agree that the foregoing sentence shall not override or amend (i) the terms
set forth in Sections 5.2, 5.3 or 13.7 herein, (ii) the Stockholder rights under the respective
Certificates of Designation of the Preferred Stockholders, or (iii) the obligations of the
Corporation 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 after
September 30, 2011, no matters set forth before the Board shall be deemed to be approved by
the Board (i) unless there is obtained affirmative vote or written consent of three (3) of
the five (5) directors designated by the Series B and C Preferred Stockholders and the Series D
Preferred Stockholders respectively, if both the Series B and C Preferred Stockholders and the
Series 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 by
the Series B and C Preferred Stockholders, if the Series B and C Preferred Stockholders have rights
to designate directors pursuant to Section 5.2 but the Series D Preferred Stockholders no longer
have 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 Stockholders
have rights to designate directors pursuant to Section 5.2 but the Series B and C Preferred
Stockholders 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 Preferred
Stock shall remain outstanding, without the affirmative vote or written consent as required by the
preceding 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 under
any 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 or
director or amend the terms of any such existing arrangement;



                    5.7.2.4 make any acquisitions or investments including, without limitation, investments in the
Corporation, any Subsidiary or any other Person;



                    5.7.2.5 approve or modify the Corporation’s or any Subsidiary’s budget;





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                    5.7.2.6 approve any sale of any property or assets, including, without limitation, the Capital
Stock 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 majority
of the directors appointed by the holders of the Series B Preferred Stock, Series C Preferred Stock
and Series D Preferred Stock, the composition of the Governing Body of each wholly-owned Subsidiary
of the Corporation that is incorporated or organized under the laws of the United States of America
or any state thereof or the District of Columbia, as well as that of Brightstar US, Inc., a Florida
corporation, shall be identical to the composition of the Board. With respect to each other
Subsidiary of the Corporation, the Series B and C Preferred Stockholders shall be provided with the
right to send one non-voting observer to all meetings of the Governing Body of such Subsidiary and
the Series D Preferred Stockholders shall be provided with the right to send one non-voting
observer to all meetings of the Governing Body of such Subsidiary. Each Subsidiary shall use its
reasonable best efforts to provide the observers with notice of all meetings of its Governing Body
consistent 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 the
meeting. Each Subsidiary shall reimburse the observers for his or her out-of-pocket expenses
incurred in attending the meetings of the Subsidiary’s Governing Body, consistent with that
provided to the official members of the Governing Body.




          5.9
Fiduciary Duties. Nothing in this Agreement, express or implied, shall relieve any
officer or director of the Corporation or any of its Subsidiaries, or any Stockholder, of any
fiduciary 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 the
rights and preferences, including, without limitation the dividend rate, liquidation preference,
ranking, put right, protective provision and voting rights set forth in the respective Certificates
of Designation as filed with the Division of Corporations of the State of Delaware. Nothing in
this Agreement shall be construed to restrict in any manner the rights and preferences of the
Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, or Series E Preferred
Stock in their respective Certificates of Designation, but any rights shall be in addition to and
without limiting such rights.



     7. Rights
of the Series E Preferred Stockholder. For the avoidance of doubt, except as
provided in Section 14.5 hereof, no Series E Preferred Stockholder shall have any rights under this
Agreement in its capacity as a Series E Preferred Stockholder until such Series E Preferred
Stockholder holds Series E Preferred Stock.




Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement




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     8. Stockholder
Action Requiring N&P’s Vote. Notwithstanding anything to the contrary
set forth in this Agreement, prior to a Qualified Public Offering and so long as no Trigger Events
shall have occurred, no matters set forth before the Stockholders shall be deemed to be
approved 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, this
Section 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 Preferred
Stockholders, or (iii) the obligations of the Corporation or its Subsidiaries under any other
agreement with a Stockholder.



     9. Covenant
of the Management Controlling Stockholders. The Management Controlling
Stockholders shall not Transfer any of their shares in a manner which would result in the
occurrence of a Liquidation Event or Change of Control under the respective Certificates of
Designation governing the terms of the Series B Preferred Stock, the Series C Preferred Stock and
the Series D Preferred Stock unless the Series B and C Preferred Stockholders and the Series D
Preferred Stockholders shall have consented to such Transfer under paragraph (g)(ii)(4) of the
respective Certificate of Designation to the extent their consent is required in accordance with
the terms thereof (whether or not the Corporation is a party to such Liquidation Event or Change of
Control).



     10. Investment
Opportunities and Conflicts of Interest. The parties hereto expressly
acknowledge and agree that (i) Lindsay Goldberg, Falcon, Prudential, Mitsui and Lindsay Goldberg’s
Affiliates are permitted to have, and may presently or in the future have, investments or other
business relationships, ventures, agreements or arrangements with entities engaged in a business
similar to the Corporation and its Subsidiaries other than through the Corporation and its
Subsidiaries (an “Other Business”), (ii) Lindsay Goldberg, Falcon, Prudential, Mitsui and
Lindsay Goldberg’s Affiliates have or may develop a strategic relationship with businesses that are
or 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 their
investment in the Corporation from pursuing and engaging in any such activities, (iv) none of
Lindsay Goldberg, Falcon, Prudential, Mitsui nor Lindsay Goldberg’s Affiliates will be obligated to
inform the Corporation or any stockholder of the Corporation of any such opportunity, relationship
or investment, (v) no stockholder of the Corporation will acquire, be provided with an option or
opportunity to acquire or be entitled to any interest or participation in any Other Business solely
by virtue of the participation therein of Lindsay Goldberg, Falcon, Prudential, Mitsui or Lindsay
Goldberg’s Affiliates. The Corporation and the Stockholders waive, to the fullest extent permitted
by applicable law, any right to require Lindsay Goldberg, Falcon, Prudential, Mitsui or Lindsay
Goldberg’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 liable
to the Corporation, any stockholder of the Corporation or any of their respective Affiliates for
breach of duty (contractual or otherwise) by reason of any activities or omissions of the types
referred to in this Section 10. Nothing contained herein shall limit, prohibit or restrict any
designee of Lindsay Goldberg, Falcon, Mitsui or Prudential, or any representative of any of their
respective Affiliates from serving on the Governing Body or committee of any Other Business. For
the avoidance of doubt, the parties hereto are not waiving any right to assert any claim against
Lindsay Goldberg, Falcon, Prudential, Mitsui or Lindsay




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Goldberg’s Affiliates to the extent such claim arises out of or relates to any breach of the
confidentiality provisions set forth in Section 13 hereof. Notwithstanding the foregoing, Mitsui
acknowledges and agrees that this Section 10 does not affect in any way Mitsui’s obligations under
the Business Collaboration Agreement.




     11. Termination.
This Agreement shall terminate (a) in its entirety upon the vote of
the holders of a majority of the Common Stock and the Preferred Stock on a fully-diluted basis, and
including by each of (i) the Series B and C Preferred Stockholders, voting as one class (on an
as-converted basis), (ii) the Series D Preferred Stockholders, voting as one class (on an
as-converted basis), and (iii) the Stockholders, other than the Investors, voting as a separate
class, and (b) in the case of Sections 2, 3 and 5 (i) on the closing of a Qualified Public Offering
pursuant to an effective Registration Statement under the Securities Act, covering the offer and
sale of Stock for the account of the Corporation to the public and (ii) upon the consummation of a
Sale of Control pursuant to Section 3 hereof.



     12. Restrictive
Legend. So long as any Covered Securities are subject to the
provisions hereof, all certificates representing Covered Securities owned or hereafter acquired by
any Stockholder or any transferee thereof bound by this Agreement shall bear legends stating in
substance:




“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER
SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH
REGISTRATION IS NOT REQUIRED, OR UNLESS SOLD PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS.”




“THE SHARES EVIDENCED HEREBY ARE SUBJECT TO THE THIRD AMENDED AND RESTATED
STOCKHOLDERS’ AGREEMENT OF THE CORPORATION DATED SEPTEMBER 30, 2008, AS MAY BE
AMENDED FROM TIME TO TIME (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM
THE CORPORATION), WHICH CONTAINS RESTRICTIONS ON THE TRANSFERABILITY OF THE SHARES
EVIDENCED HEREBY, AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING
SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE
PROVISIONS OF SAID STOCKHOLDERS’ AGREEMENT.”



     13. Information
Rights; Confidentiality. The Corporation shall deliver to the Series B
Preferred Stockholders, the Series C Preferred Stockholders, the Series D Preferred Stockholders,
and the Series E Preferred Stockholders (i) audited financial statements within one hundred and
fifty (150) days of the close of each Fiscal Year of the Corporation; (ii) within ten (10) days
after the issuance thereof, copies of all reports, financial statements and other materials sent to
the administrative agent under the Credit Agreement pursuant to the terms thereof;




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(iii)
unaudited monthly financial statements within thirty (30) days of the end of each fiscal
month; (iv) annual budgets for each Fiscal Year within one hundred and fifty (150) days following
the commencement of such Fiscal Year, and (v) any other information reasonably requested by the
Preferred Stockholders from time to time. To the extent that any waiver, consent or amendment is
granted with respect to any extension of time to deliver financial statements or other reports
under 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 a
comparable amendment, waiver or consent, as the case may be, under the this Agreement; provided
that, the Series E Preferred Stockholders are offered the same consideration that may be offered to
any lender or other investor in the Corporation that has agreed to such an amendment, waiver or
consent.




     The Corporation shall further provide to the Investor’s legal and business advisors and
consultants reasonable access upon reasonable notice to the books, records and properties of the
Corporation and its officers, so long as such access does not violate any Federal or applicable
state law. The Investors shall hold all non-public information obtained pursuant to the
requirements of this Agreement that has been identified in writing as confidential by the
Corporation in accordance with such Investor’s customary procedures for handling confidential
information of this nature and in accordance with safe and sound practices of Institutional
Investors (as defined in the 2003 Purchase Agreement), it being understood and agreed by the
Corporation that in any event an Investor may make disclosures (a) to its Affiliates and its
Affiliates’ 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 is
made will be informed of the confidential nature of such information and instructed to keep such
information confidential), (b) to the extent requested by any Government Authority, (c) to the
extent 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 hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement of rights
hereunder, (f) subject to an agreement containing provisions substantially the same as those of
this Section 13, to (i) any transferee of, or any prospective transferee of, any of its Covered
Securities or (ii) any direct or indirect contractual counterparty or prospective counterparty (or
such contractual counterparty’s or prospective counterparty’s professional advisor) to any credit
derivative transaction relating to obligations of the Corporation, (g) with the consent of the
Corporation, (h) to the extent such information (1) becomes publicly available other than as a
result of a breach of this Section 13, or (2) becomes available to an Investor on a nonconfidential
basis from a source other than the Corporation, or (3) to the National Association of Insurance
Commissioners or any other similar organization or any nationally recognized rating agency that
requires access to information about an Investor’s or its Affiliates’ investment portfolio in
connection with ratings issued with respect to such Investors or its Affiliates and that no written
or oral communications from counsel to an Investor and no information that is or is designated as
privileged or as attorney work product may be disclosed to any Person unless such Person is an
Investor, and (i) with respect to each Investor that is an investment fund, to actual or
prospective investors in such fund or any future fund that may be established by such Investor or
its Affiliates; provided that, unless specifically prohibited by applicable law or order of
Government Authority, each Investor shall notify the Corporation of any request by any Government
Authority or representative thereof (other than any such request



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in connection with any examination of the financial condition of such Investor by such
Government Authority) for disclosure of any such non-public information prior to disclosure of such
information; and provided, further, that in no event shall any Investor be
obligated or required to return any materials furnished by the Corporation or any of the
Corporation’s Subsidiaries.




     Notwithstanding anything to contrary herein, the Corporation and each 2003 Purchase Agreement
Party (and each of its employees, representatives and agents) is permitted to disclose to any and
all Persons, without limitation of any kind, the tax treatment and tax structure of the
transactions contemplated by the 2003 Purchase Agreement and related documents and all materials of
any kind (including opinions and other tax analyses) that are provided to the Corporation or such
2003 Purchase Agreement Party related to such tax treatment or tax structure. In this regard, the
Corporation and each 2003 Purchase Agreement Party acknowledge and agree that the Corporation’s or
such 2003 Purchase Agreement Party’s disclosure of the tax treatment or tax structure of such
transactions is not limited in any way by an express or implied understanding or agreement, oral or
written (whether or not such agreement or understanding is legally binding). Furthermore, the
Corporation and each 2003 Purchase Agreement Party acknowledge and agree that they do not know or
have reason to know that their use or disclosure of information relating to the structure or tax
aspects of the transactions contemplated by the 2003 Purchase Agreement 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 2006 Purchase
Agreement Party (and each of its employees, representatives and agents) is permitted to disclose to
any and all Persons, without limitation of any kind, the tax treatment and tax structure of the
transactions contemplated by the 2006 Purchase Agreement and related documents and all materials of
any kind (including opinions and other tax analyses) that are provided to the Corporation or such
2006 Purchase Agreement Party related to such tax treatment or tax structure. In this regard, the
Corporation and each 2006 Purchase Agreement Party acknowledge and agree that the Corporation’s or
such 2006 Purchase Agreement Party’s disclosure of the tax treatment or tax structure of such
transactions is not limited in any way by an express or implied understanding or agreement, oral or
written (whether or not such agreement or understanding is legally binding). Furthermore, the
Corporation and each 2006 Purchase Agreement Party acknowledge and agree that they do not know or
have reason to know that their use or disclosure of information relating to the structure or tax
aspects of the transactions contemplated by the 2006 Purchase Agreement 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 2007 Purchase
Agreement Party (and each of its employees, representatives and agents) is permitted to disclose to
any and all Persons, without limitation of any kind, the tax treatment and tax structure of the
transactions contemplated by the 2007 Purchase Agreement and related documents and all materials of
any kind (including opinions and other tax analyses) that are provided to the Corporation or such
2007 Purchase Agreement Party related to such tax treatment or tax structure. In this regard, the
Corporation and each 2007 Purchase Agreement Party acknowledge and agree that the Corporation’s or
such 2007 Purchase Agreement Party’s disclosure of the tax treatment or tax structure of such
transactions is not limited in any way by an express or implied



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understanding or agreement, oral or written (whether or not such agreement or understanding is
legally binding). Furthermore, the Corporation and each 2007 Purchase Agreement Party acknowledge
and agree that they do not know or have reason to know that their use or disclosure of information
relating to the structure or tax aspects of the transactions contemplated by the 2007 Purchase
Agreement 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 Agreement
Party (and each of its employees, representatives and agents) is permitted to disclose to any and
all Persons, without limitation of any kind, the tax treatment and tax structure of the
transactions contemplated by the Conversion Agreement and related documents and all materials of
any kind (including opinions and other tax analyses) that are provided to the Corporation or such
Conversion Agreement Party related to such tax treatment or tax structure. In this regard, the
Corporation and each Conversion Agreement Party acknowledge and agree that the Corporation’s or
such Conversion Agreement Party’s disclosure of the tax treatment or tax structure of such
transactions is not limited in any way by an express or implied understanding or agreement, oral or
written (whether or not such agreement or understanding is legally binding). Furthermore, the
Corporation and each Conversion Agreement Party acknowledge and agree that they do not know or have
reason to know that their use or disclosure of information relating to the structure or tax aspects
of the transactions contemplated by the Conversion Agreement and related documents is limited in
any other manner for the benefit of any other Person.



     14. Miscellaneous Provisions.



          14.1
Transferee Restrictions. Any Person that acquires Covered Securities as a
Permitted Transferee shall comply with this Agreement and shall become a “Stockholder” for purposes
of this Agreement. Such person or entity shall be bound by all the provisions of this Agreement
applicable to such Stockholder from whom such Person acquired such Covered Securities. A Permitted
Transferee shall also be bound by all of the provisions of this Agreement applicable to the
Stockholder from whom such Permitted Transferee acquired Covered Securities whether or not such
Stockholder continues to be a Stockholder of the Corporation.




          14.2
Notice. Any and all notices, designations, consents, offers, acceptances, or any
other communication provided for herein shall be given in writing by registered or certified mail
which 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)





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                      14.2.2 with a copy (which shall not constitute notice) to:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	K&L Gates LLP

200 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 to
such other address as may be designated by such Stockholders in
writing).
	 
	 	 
	14.2.4

	 	if to the Series D Preferred Stockholders, to:
	 

	 	the addresses specified in Exhibit B attached hereto (or to
such other address as may be designated by such Stockholder in
writing).
	 
	 	 
	14.2.5

	 	if to the Convertible Noteholders or the Series E Preferred Stockholders, to:
	 

	 	the addresses specified in Exhibit C attached hereto (or to
such other address as may be designated by such Convertible
Noteholder 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 to
such other address as may be designated by such Stockholder in
writing).






     Except as otherwise provided in this Agreement, each such notice shall be deemed given at the
time it shall be mailed in any post office or branch post office regularly maintained by the United
States Government.



          14.3
Entire Agreement. This Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and
understandings (including but not limited to the Existing Stockholders Agreement, the letter
agreement dated May 2, 2006 between the Corporation and Mitsui attaching a Term Sheet and the
Brightstar Corp. Series D Preferred Stock Financing Summary of Terms dated May 18, 2007, executed
by and between the Corporation and Lindsay Goldberg), oral and written, between the parties hereto
with respect to the subject matter hereof, except for the Stock Purchase Agreement, dated as of
August 11, 2004, among the Corporation, Mitsui, Mitsui & Co. (U.S.A.), Inc. and Mr. Claure, as
amended, 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, the
Shareholder Agreement, dated March 9, 2007, among the Corporation, Mitsui and Brightstar Singapore,
the Shareholders




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45









 







Agreement dated June 6, 2005,
among the Corporation, Mitsui and Brightstar Australia, or the Business Collaboration
Agreement, which remain in full force and effect.




          14.4
Successors and Assigns. This Agreement shall be binding upon, and shall inure to
the benefit of, the parties hereto and the respective successors and permitted assigns of each of
them, so long as they hold Covered Securities.




          14.5
Amendments; Waiver. (a) This Agreement may be amended, and any provision
contained herein may be waived for all Stockholders, upon the vote of the holders of a majority of
the Common Stock and the Preferred Stock on a fully-diluted basis held by each of (i) the Series B
and C Preferred Stockholders voting as one class (on an as-converted basis), (ii) the Series D
Preferred 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, voting
as one class (on an as-converted basis), and (z) vote of the Common Stockholders holding a majority
of the issued and outstanding Common Stock; provided further, that any amendment or waiver of any
provision relating to rights of the Convertible Noteholders or Series E Preferred Stockholders
including, without limitation, the right to designate non-voting observers to the Board as provided
in Section 5.2, will require the vote of the holders of a majority of the Convertible Senior
Subordinated Notes and Series E Preferred Stockholders, voting as one class (on an as-converted
basis); provided further, that if any amendment or waiver would have a materially adverse and
disproportionate effect on the rights of any Stockholder of the same class hereunder relative to
any other Stockholder hereunder, such amendment or waiver shall also require the prior written
approval of the Stockholder so adversely affected. In addition, the rights granted pursuant to
Section 2.4 may be waived only upon the vote of the holders of a majority of the Common Stock held
by 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 Preferred
Stock or Series D Preferred Stock shall be permitted if such amendment would be adverse to the
interests of any Convertible Noteholder or Series E Preferred Stockholder unless each such Person
is given the benefit of such amendment. No consideration shall be paid in respect of any such
amendments unless each Investor is entitled to receive a like amount of consideration.




          14.6
Applicable Law. This Agreement and the legal relations among the parties hereto
shall be governed by, and construed in accordance with, the internal laws of the State of New York
applicable 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 this
Agreement, or the breach, termination, or validity thereof, shall be finally settled by
arbitration. The arbitration shall be conducted in accordance with the International Arbitration
Rules of the American Arbitration Association in effect at the time of the arbitration, except as
they may be modified herein or by mutual agreement of the parties. The seat of the arbitration
shall be New




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York City, New York, and it shall be conducted in the English language. The parties submit to
jurisdiction in any state or federal court of competent jurisdiction in the state, county and city
of 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 be
entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or
its assets.




          14.8
Binding Effect; Benefits. This Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their respective successors and permitted assigns.




          14.9
Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one and the same
instrument.




          14.10
Severability. If any provision or part thereof contained in this Agreement is
declared 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 each
shall remain in full force and effect.




          14.11
Headings. The headings in this Agreement are for reference purposes only and
shall not in any way affect or limit the meaning or interpretation of this Agreement.




[Signature Page to Follow]



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     In Witness Whereof, the undersigned have executed this Stockholders Agreement on
the date first above written.



	 	 	 	 	 
	 	BRIGHTSTAR CORP.

 	 
	 	By:  	/s/ R. Marcelo Claure	 
	 	Name:  	R. Marcelo Claure 	 
	 	Title:  	President and CEO 	 
	 



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EXHIBIT A




SERIES B AND C PREFERRED STOCKHOLDERS




	 	 	 	 	 	 	 	 	 
	Name:	 	Shares Held:	 	Signature:
	 
	Mitsui & Co., Ltd.	 	2,500,000 shares of Series B Preferred Stock	 	Mitsui & Co., Ltd.
	2-1, Ohtemachi 1-Chome,	 		 	 	 	 
	Chiyoda-Ku, Tokyo, Japan	 	 	 	By:	 	/s/ Shinichiro Konishi 
	Attn:

	 	General Manager
	 	 	 	Name:	 	Shinichiro Konishi 
	 

	 	Global Carrier Business Dept.
	 	 	 	Title:	 	General
Manager, 
	 

	 	Mobile Business Div.
	 	 	 	 	 	Mobile Business Div.
	 
	 	 	 	 	 	 	 	 
	With a copy to:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Debevoise & Plimpton LLP 

919 Third Ave. 

New York, NY 10022

Attn: Sarah A. W. Fitts, Esq.	 	 	 	 	 	 





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EXHIBIT B




SERIES D PREFERRED STOCKHOLDERS



	 	 	 	 	 	 	 	 	 
	 	 	Shares of Series D	 	 	 	 
	Name:	 	Preferred Stock:	 	Signature:
	 
	LG Brightstar LLC

	 	 	13,975,309	 	 	By:	 	/s/ Robert D. Lindsay 
	c/o Lindsay Goldberg

	 	 	 	 	 	Name:
	 	Robert D. Lindsay 
	630 Fifth Avenue, 30th Floor

	 	 	 	 	 	Title:
	 	 
	 

	 	 	 	 	 	 	 	 
	New York, New York 10111
	 	 	 	 	 	 	 	 
	Attn: Lance Hirt 
	 	 	 	 	 	 	 	 
	Andrew Weinberg
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	With a copy to:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Weil, Gotshal & Manges LLP 

200 Crescent Court, Suite 300

Dallas, TX 75201

Attn: Glenn West, Esq.
	 	 	 	 	 	 	 	 






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EXHIBIT C




CONVERTIBLE NOTEHOLDERS

SERIES E PREFERRED STOCKHOLDERS



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Amount of	 	 	 	 	 	 
	 	 	Convertible Senior	 	Shares of Series E	 	 	 	 
	 	 	Subordinated	 	Preferred Stock	 	 	 	 
	Name:	 	Notes:	 	Held:	 	Signature:
	 
	Falcon Mezzanine Partners, LP 

	 	$	7,438,467	 	 	 	0	 	 	Falcon Mezzanine Partners, LP
	21 Custom House Street 

Boston, MA 02110

Attn: Sandeep Alva

	 	 	 	 	 	 	 	 	 	By: 
Its:
	 	Falcon Mezzanine Investments, LLC,
General Partner
	 
	With a copy to:

	 	 	 	 	 	 	 	 	 	By:	 	/s/ Eric Y. Rogoff 
	

	 	 	 	 	 	 	 	 	 	Name:
	 	Eric Y. Rogoff 
	Cahill Gordon & Reindel LLP 
	 	 	 	 	 	 	 	 	 	Title:
	 	Vice President 
	80 Pine Street 
New York, NY 10005

Attn: John Papachristos, Esq.

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Prudential Capital Partners, L.P.
	 	$	7,200,074	 	 	 	0	 	 	Prudential Capital Partners, L.P.
	c/o Prudential Capital Group 

1170 Peachtree Street, Suite 500

Atlanta, GA 30309



	 	 	 	 	 	 	 	 	 	By: 
Its: 	 	Prudential Capital Group, L.P.

General Partner
	 
	 	 	 	 	 	 	 	 	 	By:	 	/s/ Billy Greer 
	With a copy to: 
	 	 	 	 	 	 	 	 	 	Name:
	 	Billy Greer 
	 
	 	 	 	 	 	 	 	 	 	Title:
	 	SVP 
	Cahill Gordon & Reindel LLP 
80 Pine Street 

New York, NY 10005 
Attn: John Papachristos, Esq.
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Prudential Capital Partners 

Management Fund, L.P. 

c/o Prudential Capital Group 
	 	$	238,393	 	 	 	0	 	 	Prudential Capital Partners 

Management Fund, L.P.
	1170 Peachtree Street, Suite 500

Atlanta, GA 30309

	 	 	 	 	 	 	 	 	 	
By: 


Its:
	 	Prudential Investment Management, Inc.
  General Partner
	With a copy to:

	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	By:	 	/s/ Billy Greer 
	Cahill Gordon & Reindel LLP

	 	 	 	 	 	 	 	 	 	Name:
	 	Billy Greer 
	80 Pine Street
	 	 	 	 	 	 	 	 	 	Title:
	 	SVP 
	New York, NY 10005

Attn: John Papachristos, Esq.

	 	 	 	 	 	 	 	 	 	 	 	 






Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement



C-1









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Amount of	 	 	 	 	 	 
	 	 	Convertible Senior	 	Shares of Series E	 	 	 	 
	 	 	Subordinated	 	Preferred Stock	 	 	 	 
	Name:	 	Notes:	 	Held:	 	Signature:
	 
	Bill and Melinda Gates

	 	$	3,303,014	 	 	 	0	 	 	Bill and Melinda Gates Foundation Trust
	Foundation Trust
c/o BGI

	 	 	 	 	 	 	 	 	 	 	 	 
	2365 Carillon Point

	 	 	 	 	 	 	 	 	 	By:	 	/s/ Michael Larson 
	Kirkland, WA 98033

	 	 	 	 	 	 	 	 	 	Name:	 	Michael Larson 
	Attn: Bryce Ralston

	 	 	 	 	 	 	 	 	 	Title:	 	Investment Manager 
	
With a copy to:


	 	 	 	 	 	 	 	 	 	 	 	 
	BGI 

2365 Carillon Point 

Kirkland, WA 98033

Attn: Alan Heuberger
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Arrow Investment Partners

	 	$	40,118	 	 	 	0	 	 	Arrow Investment Partners
	c/o Grandview Capital
Management LLC

	 	 	 	 	 	 	 	 	 	 	 	 
	820 Manhattan Avenue #200
	 	 	 	 	 	 	 	 	 	By:	 	/s/ Robert E. Sydow 
	Manhattan Beach, CA 90266
	 	 	 	 	 	 	 	 	 	Name:
	 	Robert E. Sydow 
	Attn: Robert Sydow

	 	 	 	 	 	 	 	 	 	Title:
	 	Partner 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Ramius Credit Opportunities Master Fund Ltd.

	 	$	2,423,770	 	 	 	0	 	 	Ramius Credit Opportunities Master Fund Ltd.
	(f/k/a RCG Carpathia Master Fund, Ltd.)

599 Lexington Ave., 20th Floor

New York, NY 10022

	 	 	 	 	 	 	 	 	 	(f/k/a RCG Carpathia Master Fund, Ltd.) 
	
Attn: Nick Vouloumanos

	 	 	 	 	 	 	 	 	 	By:	 	/s/ Owen Littman 
	 
	 	 	 	 	 	 	 	 	 	Name:
	 	Owen Littman 
	With a copy to:


	 	 	 	 	 	 	 	 	 	Title:
	 	Authorized Signatory 
	
Ramius Credit Opportunities Master Fund Ltd.

(f/k/a RCG Carpathia Master Fund, Ltd.)

599 Lexington Ave, 20th Floor 

New York, NY 10022

Attn: Owen Littman
	 	 	 	 	 	 	 	 	 	 	 	 





Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement









C-2








 




EXHIBIT D




COMMON STOCKHOLDERS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Number of	 	 	 	 
	 	 	Shares of	 	 	 	 
	 	 	Common	 	 	 	 
	Name:	 	Stock:	 	Signature:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	N&P Holdings, Limited Partnership	 	 	16,867,419	 	 	N&P Holdings, Limited Partnership	 	 
	9725 NW 117th Ave., #300	 	 	 	 	 	By its General Partner: RMC, Inc.	 	 
	Miami, Florida 33178
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	/s/ Raul Marcelo Claure	 	 
	With a copy to:


K&L Gates LLP

200 S. Biscayne Boulevard

Suite 3900

Miami, Florida 33131

Attn: Clayton E. Parker, Esq.

	 	 	 	 	 	 	 	 

Raul Marcelo Claure, President
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Tamarack Partners, LLC	 	 	418,461	 	 	Tamarack Partners, LLC	 	 
	295 Duet
	 	 	 	 	 	 	 	 	 	 
	Merritt Island, FL 32952

	 	 	 	 	 	By:	 	 
	 	 
	Attn: Thomas C. Judge, Manager


With a copy to:


Thomas C. Judge, Esq.

	 	 	 	 	 	 	 	 

Thomas C. Judge, Manager
	 	 
	544 Greenwood Road
	 	 	 	 	 	 	 	 	 	 
	Northbrook, IL 60062-2625
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	1947 Blue Ridge Investments LLC	 	 	357,143	 	 	1947 Blue Ridge Investments LLC	 	 
	c/o 550 Biltmore Way, Suite 900
	 	 	 	 	 	 	 	 	 	 
	Coral Gables, Florida 33134
	 	 	 	 	 	 	 	 	 	 
	Attn: General Counsel

	 	 	 	 	 	By:	 	/s/ Steven I. Bandel 	 	 
	 

	 	 	 	 	 	Name:
	 	Steven I. Bandel 	 	 
	With a copy to:

	 	 	 	 	 	Title:
	 	President 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	                                        
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	                                        
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	                                        
	 	 	 	 	 	 	 	 	 	 





Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement


D-1









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Number of	 	 	 	 
	 	 	Shares of	 	 	 	 
	 	 	Common	 	 	 	 
	Name:	 	Stock:	 	Signature:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	1945 High Point Investments LLC	 	 	357,143	 	 	1945 High Point Investments LLC	 	 
	c/o 550 Biltmore Way, Suite 900
	 	 	 	 	 	 	 	 	 	 
	Coral Gables, Florida 33134
	 	 	 	 	 	 	 	 	 	 
	Attn: General Counsel

	 	 	 	 	 	By:	 	/s/ Steven I. Bandel 	 	 
	 

	 	 	 	 	 	Name:
	 	Steven I. Bandel 
	 	 
	With a copy to:

	 	 	 	 	 	Title:
	 	President 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	                                        
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	                                        
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	                                        
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Mobile Technologies Services S.A.	 	 	75,000	 	 	Mobile Technologies Services S.A.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	                                        

	 	 	 	 	 	By:	 	 	 	 
	                                        

	 	 	 	 	 	Name:
	 	 

	 	 
	                                        

	 	 	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 	 	 

	 	 






Brightstar Corp. Fourth Amended and Restated Stockholders’ Agreement



D-2