INDENTURE Among BRIGHTSTAR CORP. THE GUARANTORS NAMED IN SCHEDULE I HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee 9.500% SENIOR NOTES DUE 2016 Dated as of November 30, 2010Indenture • June 28th, 2011 • Brightstar Corp. • Wholesale-electronic parts & equipment, nec • New York
INDENTURE, dated as of November 30, 2010, among BRIGHTSTAR CORP., a Delaware corporation (the “Company”), the Guarantors (as defined herein), each named in the signature pages hereto and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee.
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...Stockholders’ Agreement • June 28th, 2011 • Brightstar Corp. • Wholesale-electronic parts & equipment, nec • New York
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”).
