and to give the Centel Observer copies of all notices, minutes and
other materials that the Company provides to its Board members; provided the
Centel Observer shall hold in confidence and trust and act in a fiduciary manner
with respect to all information and materials so provided; and provided,
further, that the Board reserves the right to withhold any information and to
exclude the Centel Observer from any meeting or any portion thereof if access to
such information or meeting could adversely affect the attorney-client privilege
between the Company and its counsel or would result in the disclosure of the
Company's trade secrets or if the Centel Shareholders or any of its Affiliates
is or is affiliated with a competitor of the Company.
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ARTICLE IV
ADDITIONAL SHAREHOLDER OBLIGATIONS
Section 4.1 Restrictive Legend. Each Shareholder agrees that:
(a) It shall take all Necessary Action to cause each certificate evidencing the
Equity Securities issued by the Company at and, for so long as applicable, after
the Closing Date:
THE SALE, ASSIGNMENT, TRANSFER, PLEDGING OR OTHER DISPOSITION OF THE SECURITIES
EVIDENCED BY THIS CERTIFICATE IS RESTRICTED BY THE TERMS OF THE SHAREHOLDERS
AGREEMENT (AS AMENDED FROM TIME TO TIME) BY AND AMONG COURT SQUARE CAPITAL,
LTD., THE SHALOM SHAREHOLDERS AS DEFINED THEREIN, THE ADDITIONAL SHAREHOLDERS AS
DEFINED THEREIN, AND INTCOMEX, INC., DATED AS OF AUGUST 31, 2004, COPIES OF
WHICH MAY BE OBTAINED FROM THE ISSUER OF THIS CERTIFICATE. NO SALE, ASSIGNMENT,
TRANSFER, PLEDGING OR OTHER DISPOSITION OF SUCH SECURITIES (I) SHALL BE MADE ON
THE BOOKS OF INTCOMEX, INC. UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH
THE TERMS OF THE AFORESAID SHAREHOLDERS AGREEMENT, AND SUCH TRANSFEREE AGREES TO
BE BOUND BY ANY RESTRICTIONS SET FORTH IN THE AFORESAID SHAREHOLDERS AGREEMENT
THAT ARE APPLICABLE TO SUCH TRANSFEREE, OR (II) SHALL BE EFFECTIVE UNLESS AND
UNTIL THE TERMS AND CONDITIONS OF THE AFORESAID SHAREHOLDERS AGREEMENT SHALL
HAVE BEEN COMPLIED WITH IN FULL.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER
SECURITIES LAWS; AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, OR OTHERWISE
TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT OF 1933, AS AMENDED, AND COMPLIANCE WITH ALL OTHER APPLICABLE
SECURITIES LAWS, OR, IN EITHER CASE, AN EXEMPTION THEREFROM. IN CONNECTION WITH
ANY TRANSFER OF SUCH SECURITIES, THE HOLDER WILL BE REQUIRED TO FURNISH TO THE
ISSUER OF SUCH SECURITIES SUCH CERTIFICATION, LEGAL OPINIONS AND/OR OTHER
INFORMATION AS THE ISSUER MAY REASONABLY REQUIRE TO CONFIRM THAT THE PROPOSED
SALE COMPLIES WITH THE FOREGOING RESTRICTIONS.
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With respect to certificates representing shares of Common Stock issued to the
Non-CVC Shareholders other than the Centel Shareholders: THE SHARES OF COMMON
STOCK REPRESENTED BY THIS CERTIFICATE MAY BE SUBJECT TO TRANSFER IN THE
CIRCUMSTANCES AND PURSUANT TO THE TERMS AND CONDITIONS DESCRIBED IN THE
CERTIFICATE OF INCORPORATION OF INTCOMEX, INC. AND THE STOCK PURCHASE AGREEMENT
BY AND AMONG COURT SQUARE CAPITAL, LTD., THE