Brightpoint Inc Sample Contracts

Brightpoint Inc – AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BRIGHTPOINT, INC. (October 15th, 2012)

This Corporation is formed for the purpose of transacting any or all lawful business for which corporations may be incorporated under the Act. The Corporation shall have the same capacity to act as possessed by natural persons and shall have and exercise all powers granted to business corporations formed under the Act and permitted by the laws of the State of Indiana in force from time to time hereafter, including, but not limited to, the general rights, privileges and powers set out in the Act, the power to enter into and engage in partnerships and joint ventures, and to act as agent. The Corporation shall have the power and capacity to engage in all business activities, either directly or through any person, firm, entity, trust, partnership or association.

Brightpoint Inc – AMENDED AND RESTATED CODE OF BYLAWS OF BRIGHTPOINT, INC. Adopted: June 29, 2012 (October 15th, 2012)
Brightpoint Inc – SIXTH AMENDMENT (July 13th, 2012)

THIS SIXTH AMENDMENT (this “Amendment”) dated as of July 12, 2012 to the Credit Agreement referenced below is by and among BRIGHTPOINT, INC., an Indiana corporation (the “Parent”), BRIGHTPOINT NORTH AMERICA L.P., a Delaware limited partnership (“Bright North America”), BRIGHTPOINT HOLDINGS B.V., a Netherlands company (“Bright Netherlands”), BRIGHTPOINT AUSTRALIA PTY. LTD., an Australian company (“Bright Australia”), BRIGHTPOINT EUROPE ApS, a Danish company (“Bright Denmark”; together with the Parent, Bright North America, Bright Netherlands and Bright Australia, collectively, the “Borrowers”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”).

Brightpoint Inc – AGREEMENT AND PLAN OF MERGER by and among Ingram Micro Inc., Beacon Sub, Inc. and Brightpoint, Inc. Dated as of June 29, 2012 (July 2nd, 2012)

AGREEMENT AND PLAN OF MERGER, dated as of June 29, 2012 (this “Agreement”), by and among Ingram Micro Inc., a Delaware corporation (“Parent”), Beacon Sub, Inc., an Indiana corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Brightpoint, Inc., an Indiana corporation (the “Company”).

Brightpoint Inc – RELEASE AGREEMENT (July 2nd, 2012)

THIS AGREEMENT (the “Agreement”), dated as of the 29th day of June, 2012, is entered into by and among Brightpoint, Inc., an Indiana corporation (“Brightpoint”); Brightpoint Latin America, Inc., an Indiana corporation (“Brightpoint Shareholder”); Brightpoint International Ltd., a Delaware corporation (“Brightpoint International”); CVCI Intcomex Investment LP, a Delaware limited liability partnership formerly known as Intcomex Bond Purchase LP (the “CVC Shareholder”); Michael Shalom, a citizen of the United States; Anthony Shalom, a citizen of the United States; Isaac Shalom, a citizen of the United States; Shalom Holdings 1, LLLP, a Florida limited liability limited partnership (“Shalom 1 LLLP”); Shalom Holdings 3, LLLP, a Florida limited liability limited partnership (“Shalom 3 LLLP,” and together with Michael Shalom, Anthony Shalom, Isaac Shalom and Shalom 1 LLLP, the “Shalom Shareholders”); the Additional Shareholders (as hereinafter defined); Intcomex, Inc., a Delaware corporation

Brightpoint Inc – OPTION AGREEMENT (July 2nd, 2012)

THIS AGREEMENT (the “Agreement”), dated as of the 29th day of June, 2012, is entered into by and among Brightpoint, Inc., an Indiana corporation (“Brightpoint”); Brightpoint Latin America, Inc., an Indiana corporation (“Brightpoint Shareholder”); Brightpoint International Ltd., a Delaware corporation (“Brightpoint International”); CVCI Intcomex Investment LP, a Delaware limited liability partnership formerly known as Intcomex Bond Purchase LP (the “CVC Shareholder”); Michael Shalom, a citizen of the United States; Anthony Shalom, a citizen of the United States; Isaac Shalom, a citizen of the United States; Shalom Holdings 1, LLLP, a Florida limited liability limited partnership (“Shalom 1 LLLP”); Shalom Holdings 3, LLLP, a Florida limited liability limited partnership (“Shalom 3 LLLP,” and together with Michael Shalom, Anthony Shalom, Isaac Shalom and Shalom 1 LLLP, the “Shalom Shareholders”); the Additional Shareholders (as hereinafter defined); Intcomex, Inc., a Delaware corporation

Brightpoint Inc – RELOCATION AGREEMENT (May 10th, 2012)

This RELOCATION AGREEMENT is entered into and dated effective as of May 4, 2012 (the “Effective Date”) by and between BRIGHTPOINT, INC., an Indiana corporation (the “Employer” or the “Company”), and Anurag Gupta (the “Executive”).

Brightpoint Inc – AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (May 10th, 2012)

This Amendment No. 1 to Employment Agreement (“Amendment”) is entered into and dated effective as of May 4, 2012 by and between Brightpoint, Inc. (the “Employer” or the “Company”), and Anurag Gupta (the “Executive”).

Brightpoint Inc – BRIGHTPOINT REPORTS FIRST QUARTER 2012 FINANCIAL RESULTS (April 26th, 2012)

INDIANAPOLIS –April 26, 2012 – Brightpoint, Inc. (“BrightPoint”) (Nasdaq: CELL), a global leader in providing device lifecycle services to the wireless industry, today announced its financial results for the first quarter ended March 31, 2012.

Brightpoint Inc – EXECUTIVE RESTRICTED STOCK UNIT AWARD AGREEMENT (February 29th, 2012)

This Restricted Stock Unit Award Agreement (“Agreement”) is made as of                     , (“Date of Grant”), by Brightpoint, Inc., an Indiana Corporation (the “Company” or “BrightPoint”) and                      (the “Grantee”). In connection with the Company’s Executive Equity Program (the “Program”), which was developed by the Committee (as defined under the Plan) in connection with its administration of the Company’s 2004 Long-Term Incentive Plan, as may be amended from time to time (the “Plan”), pursuant to this Agreement the Grantee is receiving a restricted stock unit Award (“Award”) under the Plan. The Award constitutes an Other Stock Based Award (as defined under the Plan) and is a grant of                      Brightpoint Restricted Stock Units (the “Restricted Stock Units”). Each Restricted Stock Unit represents the right to receive one common share of the Company subject to the fulfillment of the vesting conditions set forth in this Agreement. The Award is being submitted

Brightpoint Inc – RESTRICTED STOCK UNIT AWARD AGREEMENT (February 29th, 2012)

This Restricted Stock Unit Award Agreement (“Agreement”) is made as of                     , 20    , (“Date of Grant”), by Brightpoint, Inc., an Indiana Corporation (the “Company” or “BrightPoint”) and                      (the “Grantee”). In connection with the Company’s Equity Program (the “Program”), which was developed by the Committee (as defined under the Plan) in connection with its administration of the Company’s 2004 Long-Term Incentive Plan, as may be amended from time to time (the “Plan”), pursuant to this Agreement the Grantee is receiving a restricted stock unit Award (“Award”) under Plan. The Award constitutes an Other Stock Based Award (as defined under the Plan) and is a grant of BrightPoint Restricted Stock Units (the “Restricted Stock Units”). Each Restricted Stock Unit represents the right to receive one common share of the Company subject to the fulfillment of the vesting conditions set forth in this Agreement. The Award is being submitted to Grantee in accordance w

Brightpoint Inc – BRIGHTPOINT REPORTS FOURTH QUARTER AND FULL YEAR 2011 FINANCIAL RESULTS (February 1st, 2012)

INDIANAPOLIS – February 1, 2012 – Brightpoint, Inc. (“BrightPoint”) (Nasdaq: CELL), a global leader in providing device lifecycle services to the wireless industry, today announced its financial results for the fourth quarter and year ended December 31, 2011.

Brightpoint Inc – Brightpoint Enters Into Agreement to Create Malaysian Joint Venture with STC Group (December 9th, 2011)

INDIANAPOLIS — December 9, 2011 – Brightpoint, Inc. (Nasdaq: CELL) (together with its subsidiaries and affiliates “Brightpoint”), a global leader in providing supply chain solutions to the wireless industry, today announced that its subsidiary, Brightpoint International (Malaysia) Sdn. Bhd. (“Brightpoint Malaysia”), has entered into an agreement with STC Partners Sdn. Bhd. (“STC”) to create a joint venture in Malaysia and purchase certain assets of STC. The joint venture, which will be operated through Brightpoint Malaysia, will provide wireless device distribution and logistic services to leading manufacturers, operators and retailers in the Malaysian market. Brightpoint will own 60 percent of the joint venture and STC will own 40 percent.

Brightpoint Inc – DATED 6th DAY OF DECEMBER 2011 (December 9th, 2011)

(1) STC PARTNERS SDN BHD (Company Number: 889889-U), a private limited company incorporated under the laws of Malaysia and whose registered office is at 1A, Blok P/E, Jalan Kaskas Empat, Taman Cheras, 56100 Kuala Lumpur, Malaysia (“Vendor”);

Brightpoint Inc – FIFTH AMENDMENT Dated as of September 28, 2011 TO CREDIT AGREEMENT Dated as of February 16, 2007 among BRIGHTPOINT, INC. and CERTAIN OF ITS SUBSIDIARIES IDENTIFIED HEREIN, as the Borrowers, CERTAIN OF ITS SUBSIDIARIES IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and THE OTHER LENDERS PARTY HERETO Arranged By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Sole Lead Arranger and Sole Book Manager (October 27th, 2011)

THIS FIFTH AMENDMENT (this “Amendment”) dated as of September 28, 2011 to the Credit Agreement referenced below is by and among BRIGHTPOINT, INC., an Indiana corporation (the “Parent”), BRIGHTPOINT NORTH AMERICA L.P., a Delaware limited partnership (“Bright North America”), BRIGHTPOINT HOLDINGS B.V., a Netherlands company (“Bright Netherlands”), BRIGHTPOINT AUSTRALIA PTY. LTD., an Australian company (“Bright Australia”), BRIGHTPOINT EUROPE ApS, a Danish company (“Bright Denmark”; together with the Parent, Bright North America, Bright Netherlands and Bright Australia, collectively, the “Borrowers”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”).

Brightpoint Inc – EMPLOYMENT AGREEMENT (August 30th, 2011)

This EMPLOYMENT AGREEMENT, effective August 29, 2011, between Brightpoint, Inc., an Indiana corporation (the “Employer” or the “Company”), and Robert Colin (the “Employee” or “Executive”). The Employer desires to employ the Employee as its Senior Vice President, Chief Accounting Officer and Controller, and the Employee desires to accept such employment on the terms and conditions hereinafter set forth. The parties hereby agree as follows:

Brightpoint Inc – BRIGHTPOINT, INC. AMENDED AND RESTATED AGREEMENT FOR SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFIT (August 19th, 2011)

THIS AMENDED AND RESTATED AGREEMENT is entered into as of the 16th day of August 2011 by and between Robert J. Laikin (the “Executive”) and Brightpoint, Inc., an Indiana corporation (the “Company”). This Agreement fully supercedes the prior Amended and Restated Agreement for Supplemental Executive Retirement Benefit entered into by the parties on January 19, 2006, effective on April 7, 2005.

Brightpoint Inc – BRIGHTPOINT, INC. AMENDED AND RESTATED AGREEMENT FOR SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFIT (August 19th, 2011)

THIS AMENDED AND RESTATED AGREEMENT is entered into as of the 16th day of August, 2011 by and between J. Mark Howell (the “Executive”) and Brightpoint, Inc., an Indiana corporation (the “Company”). This Agreement fully supercedes the prior Amended and Restated Agreement for Supplemental Executive Retirement Benefit entered into by the parties on January 19, 2006, effective on April 7, 2005.

Brightpoint Inc – EMPLOYMENT AGREEMENT (May 10th, 2011)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective as of the 10th day of May, 2011 (“Effective Date”), by and between Brightpoint, Inc. (“Company”) and Vincent Donargo (“Executive”).

Brightpoint Inc – SEPARATION AGREEMENT (May 10th, 2011)

THIS SEPARATION AND GENERAL RELEASE AGREEMENT (“Agreement”) is voluntarily entered into on this 10th day of May, 2011 by and between Anthony W. Boor (“Boor”) and Brightpoint, Inc. (“Company”).

Brightpoint Inc – PURCHASE AGREEMENT by and among INTCOMEX, INC., INTCOMEX COLOMBIA LTDA., INTCOMEX DE GUATEMALA, S.A., BRIGHTPOINT, INC., BRIGHTPOINT LATIN AMERICA, INC. and BRIGHTPOINT INTERNATIONAL LTD. dated as of March 16, 2011 (April 28th, 2011)

PURCHASE AGREEMENT, dated as of March 16, 2011 by and among Intcomex, Inc., a corporation formed under the laws of the State of Delaware (“Intcomex”), Intcomex Colombia LTDA., a limitada organized in Colombia (“Intcomex Colombia”), Intcomex de Guatemala, S.A., a sociedad anonima organized in Guatemala (“Intcomex Guatemala” and, collectively with Intcomex, Intcomex Colombia and Intcomex Guatemala, the “Intcomex Parties” ), Brightpoint, Inc., a corporation formed under the laws of the State of Indiana (“BPI”), Brightpoint Latin America, Inc., a corporation formed under the laws of the State of Indiana (“BPLA or the “BP Asset Selling Entity”), and Brightpoint International Ltd., a corporation formed under the laws of the State of Delaware (“BPIL,” and together with BPLA, the “BP Selling Entities”) (the BP Selling Entities together with BPI are referred to herein as the “BP Parties”) (the Intcomex Parties and the BP Parties are collectively referred to herein as the “Parties”).

Brightpoint Inc – Brightpoint Enters into Agreement to Make Latin American Strategic Investment in Intcomex (March 22nd, 2011)

•   Brightpoint to invest $15 million and contribute certain existing Latin America operations in exchange for an approximate 23 percent interest in Intcomex

Brightpoint Inc – FOURTH AMENDMENT (February 25th, 2011)

THIS COMPOSITE CREDIT AGREEMENT INCORPORATES FIRST AMENDMENT DATED AS OF JULY 31, 2007, THE SECOND AMENDMENT DATED AS OF NOVEMBER 20, 2007, AND THE THIRD AMENDMENT DATED AS OF MARCH 12, 2009. THIS COMPOSITE CREDIT AGREEMENT IS NOT A LEGAL DOCUMENT AND IS FOR REFERENCE PURPOSES ONLY.

Brightpoint Inc – BRIGHTPOINT REPORTS FOURTH QUARTER AND YEAR END 2010 FINANCIAL RESULTS (February 2nd, 2011)

INDIANAPOLIS —February 2, 2011 — Brightpoint, Inc. (Nasdaq: CELL), a global leader in providing supply chain solutions to the wireless industry, today announced its financial results for the fourth quarter ended December 31, 2010. Unless otherwise noted, amounts pertain to the fourth quarter of 2010.

Brightpoint Inc – CONSULTING AGREEMENT (January 19th, 2011)

THIS CONSULTING AGREEMENT (“Consulting Agreement”) is voluntarily entered into as of the 17th day of January, 2011, by and between Steven E. Fivel (“Fivel”) and Brightpoint, Inc. (“Company”).

Brightpoint Inc – EMPLOYMENT AGREEMENT (January 19th, 2011)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 17th day of January, 2011, by and between Brightpoint, Inc. (“Company”) and Craig M. Carpenter (“Executive”).

Brightpoint Inc – SEPARATION AND GENERAL RELEASE AGREEMENT (January 19th, 2011)

THIS SEPARATION AND GENERAL RELEASE AGREEMENT (“Agreement”) is voluntarily entered into on this 17th day of January, 2011 by and between Steven E. Fivel (“Fivel”) and Brightpoint, Inc. (“Company”).

Brightpoint Inc – Brightpoint Enters into Agreement to Acquire Touchstone Wireless (December 13th, 2010)

INDIANAPOLIS — December 13, 2010 — Brightpoint, Inc. (Nasdaq: CELL) (“Brightpoint”), today announced that through its wholly-owned indirect subsidiary, Touchstone Acquisition, LLC (“Brightpoint”) it entered into an agreement to acquire Touchstone Wireless Repair and Logistics, L.P. (“Touchstone”). Touchstone provides repair, remanufacture, and reverse logistics services to the wireless industry and is a privately-held company based in Hatfield, PA. With the Touchstone acquisition, Brightpoint further expands its solutions offering and creates the wireless industry’s most efficient supply chain solutions provider.

Brightpoint Inc – PARTNERSHIP INTEREST PURCHASE AGREEMENT dated December 10, 2010 by and among BRIGHTPOINT NORTH AMERICA L.P., TOUCHSTONE ACQUISITION LLC, TOUCHSTONE WIRELESS REPAIR AND LOGISTICS, LP, TOUCHSTONE WIRELESS INVESTMENT PARTNERS, LLC and the LIMITED PARTNERS (December 13th, 2010)

PARTNERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) dated December 10, 2010 (the “Agreement Date”) by and among Brightpoint North America L.P., a Delaware limited partnership (“BPNA”), Touchstone Acquisition LLC, an Indiana limited liability company (“BPGP” and, collectively with BPNA, “Buyer”), Touchstone Wireless Repair and Logistics, LP, a Pennsylvania limited partnership (the “Company”), Touchstone Wireless Investment Partners, LLC, a Pennsylvania limited liability company and the general partner of the Company (the “General Partner”), and all of the limited partners of the Company listed on Exhibit A attached hereto (collectively, the “Limited Partners” and, together with the General Partner, the “Sellers”). Buyer, the Sellers and the Company are referred to collectively herein as the “Parties.”

Brightpoint Inc – Brightpoint The Global Leader Providing Unique Supply Chain Solutions to the Wireless Industry NASDAQ-GS Ticker: CELL (June 3rd, 2010)

Brightpoint The Global Leader Providing Unique Supply Chain Solutions to the Wireless Industry NASDAQ-GS Ticker: CELL

Brightpoint Inc – AGREEMENT OF PURCHASE AND SALE (May 5th, 2010)

This Agreement of Purchase and Sale (the “Purchase Agreement”) is made and entered into on this 11th day of January, 2010, by and among Brightpoint, Inc. (“Brightpoint”) and Partner Escrow Holding A/S (“PE Holding”). Brightpoint and PE Holding are sometimes hereinafter referred to as the “Parties”.

Brightpoint Inc – Brightpoint The Global Leader Providing Unique Supply Chain Solutions to the Wireless Industry NASDAQ-GS Ticker: CELL (March 22nd, 2010)

Brightpoint The Global Leader Providing Unique Supply Chain Solutions to the Wireless Industry NASDAQ-GS Ticker: CELL

Brightpoint Inc – RESTRICTED STOCK UNIT AWARD AGREEMENT (February 26th, 2010)

This Restricted Stock Unit Award Agreement (“Agreement”) is made as of                     , 20___, (“Date of Grant”), by Brightpoint, Inc., an Indiana Corporation (the “Company” or “Brightpoint”) and XXX XXX (the “Grantee”). In connection with the Company’s Equity Program (the “Program”), which was developed by the Committee (as defined under the Plan) in connection with its administration of the Company’s 2004 Long-Term Incentive Plan, as may be amended from time to time (the “Plan”), pursuant to this Agreement the Grantee is receiving a restricted stock unit Award (“Award”) under Plan. The Award constitutes an Other Stock Based Award (as defined under the Plan) and is a grant of Brightpoint Restricted Stock Units (the “Restricted Stock Units”). Each Restricted Stock Unit represents the right to receive one common share of the Company subject to the fulfillment of the vesting conditions set forth in this Agreement. The Award constitutes an Other Stock-Based Award under the Plan, and

Brightpoint Inc – EXECUTIVE RESTRICTED STOCK UNIT AWARD AGREEMENT (February 26th, 2010)

This Restricted Stock Unit Award Agreement (“Agreement”) is made as of                     , (“Date of Grant”), by Brightpoint, Inc., an Indiana Corporation (the “Company” or “Brightpoint”) and                                          (the “Grantee”). In connection with the Company’s Executive Equity Program (the “Program”), which was developed by the Committee (as defined under the Plan) in connection with its administration of the Company’s 2004 Long-Term Incentive Plan, as may be amended from time to time (the “Plan”), pursuant to this Agreement the Grantee is receiving a restricted stock unit Award (“Award”) under Plan. The Award constitutes an Other Stock Based Award (as defined under the Plan) and is a grant of                      Brightpoint Restricted Stock Units (the “Restricted Stock Units”). Each Restricted Stock Unit represents the right to receive one common share of the Company subject to the fulfillment of the vesting conditions set forth in this Agreement. The Award co

Brightpoint Inc – PURCHASE AND SALE AGREEMENT [501 Airtech Parkway, Plainfield, Indiana] (February 26th, 2010)