EXHIBIT 10.44 [AMERICAN EXPRESS LOGO] AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • August 9th, 2004 • Brightstar Corp.
EXHIBIT 10.6 UNITED STATES DISTRIBUTION AGREEMENT FOR CELLULAR PHONES AND ACCESSORIES ENTERED INTO BY AND BETWEEN MOTOROLA, INC.Distribution Agreement • August 9th, 2004 • Brightstar Corp.
PAGE ---- 1. DEFINITIONS................................................. 2 2. TRANSFER RESTRICTIONS....................................... 7 2.1. General Restrictions.................................. 7 2.2. Certain Permitted...Stockholders' Agreement • August 9th, 2004 • Brightstar Corp. • New York
EXHIBIT 10.22 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "AGREEMENT") is made and entered into on August __, 2004 (the "EMPLOYMENT COMMENCEMENT DATE") by and between BRIGHTSTAR CORP., a Delaware corporation (the...Executive Employment Agreement • August 9th, 2004 • Brightstar Corp. • Florida
EXHIBIT 10.42 AMENDED AND RESTATED SECURITY AGREEMENT This AMENDED AND RESTATED SECURITY AGREEMENT (the "Agreement") is made as of April 23,2004, by BRIGHTSTAR US, INC., a Florida corporation (the "Debtor"), in favor of MOTOROLA, INC., a Delaware...Security Agreement • August 9th, 2004 • Brightstar Corp. • Florida
AMENDMENT NO. 1 TO PURCHASE AGREEMENTPurchase Agreement • August 9th, 2004 • Brightstar Corp.
RECITALSSupply Agreement • August 9th, 2004 • Brightstar Corp.
RECITALSPurchase Agreement • August 9th, 2004 • Brightstar Corp. • Florida
BETWEENBrightstar Corp. • August 9th, 2004
EXHIBIT 10.35 SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement") is made as of April 23, 2004, by each of the entities that is a party to this Agreement or that hereafter becomes a party to this Agreement by executing a separate joinder...Security Agreement • August 9th, 2004 • Brightstar Corp. • Florida
EXHIBIT 10.21 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this 14th day of June, 2001, by and between BRIGHTSTAR US, INC. (the "Company"), a Florida corporation and a subsidiary of Brightstar Corp....Employment Agreement • August 9th, 2004 • Brightstar Corp. • Florida
EXHIBIT 10.5 PORTIONS OF THIS DOCUMENT INDICATED BY AN [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT OF SUCH INFORMATION. FIRST AMENDMENT TO MOTOROLA MASTER...Distributor Agreement • August 9th, 2004 • Brightstar Corp.
WITNESSETH:Independent Contractor Agreement • August 9th, 2004 • Brightstar Corp. • Florida
RECITALS:Operating Agreement • August 9th, 2004 • Brightstar Corp. • Florida
Exhibit 10.32 INTERCREDITOR AGREEMENT THIS INTERCREDITOR AGREEMENT (the "Agreement") is made and entered into as of April 23, 2004, between MOTOROLA, INC., a Delaware corporation ("MING"), in its capacity as agent (in such capacity "Motorola") for...Intercreditor Agreement • August 9th, 2004 • Brightstar Corp. • New York
EXHIBIT 10.33 AMENDED AND RESTATED STOCK PLEDGE AND SECURITY AGREEMENT THIS AMENDED AND RESTATED STOCK PLEDGE AND SECURITY AGREEMENT (the "Agreement") is made as of April 23, 2004, by Raul M. Claure and David H. Peterson (collectively, the "Pledgor"),...Stock Pledge and Security Agreement • August 9th, 2004 • Brightstar Corp. • Florida
FIRST AMENDMENT TO THE DEVELOPMENT AND SUPPLY AGREEMENT DATED FEBRUARY 14, 2003 BETWEEN BRIGHTSTAR CORP. AND CSI WIRELESS LLCDevelopment and Supply Agreement • August 9th, 2004 • Brightstar Corp.
Exhibit 10.39 UNCONDITIONAL GUARANTY THIS UNCONDITIONAL GUARANTY (the "Guaranty") is made as of April 23, 2004, by each of the entities that is a party to this Guaranty or that hereafter becomes a party to this Guaranty by executing and delivering a...Unconditional Guaranty • August 9th, 2004 • Brightstar Corp.
ANDSecurity Agreement • August 9th, 2004 • Brightstar Corp. • New York
FIRST AMENDMENT TO OPERATING AGREEMENT OF NARBITEC, LLCOperating Agreement • August 9th, 2004 • Brightstar Corp.
EXHIBIT 10.36 AMENDED AND RESTATED SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT (the "Agreement") is made as of April 23, 2004, by BRIGHTSTAR CORP., a Delaware corporation (the "the Debtor"), in favor of MOTOROLA , INC., a Delaware...Security Agreement • August 9th, 2004 • Brightstar Corp. • Florida
EXHIBIT 10.23 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "AGREEMENT"), effective as of August 5, 2004 (the "EFFECTIVE DATE"), by and between BRIGHTSTAR CORP., a Delaware corporation having its principal offices at 2010...Executive Employment Agreement • August 9th, 2004 • Brightstar Corp.
WITNESSETHRedemption Agreement • August 9th, 2004 • Brightstar Corp. • Florida
WITNESSETH:Independent Contractor Agreement • August 9th, 2004 • Brightstar Corp. • Florida
EXHIBIT 10.37 AMENDED AND RESTATED UNCONDITIONAL GUARANTY THIS AMENDED AND RESTATED UNCONDITIONAL GUARANTY (the "Guaranty") is made as of April 23, 2004, by BRIGHTSTAR CORP., a Delaware corporation (the "Guarantor"), in favor of MOTOROLA , INC., a...Unconditional Guaranty • August 9th, 2004 • Brightstar Corp.
EXHIBIT 10.54 PORTIONS OF THIS DOCUMENT INDICATED BY AN [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT OF SUCH INFORMATION. CELLULAR ESSENTIAL PROPERTIES CROSS...License Agreement • August 9th, 2004 • Brightstar Corp.
EXHIBIT 10.31 AMENDED AND RESTATED PAYMENT TERMS AGREEMENT THIS AMENDED AND RESTATED PAYMENT TERMS AGREEMENT (the "Agreement") is made as of April 23, 2004, by and among MOTOROLA, INC., a Delaware corporation, in its capacity as agent for itself and...Payment Terms Agreement • August 9th, 2004 • Brightstar Corp. • Florida
EXHIBIT 10.3 MOTOROLA MASTER DISTRIBUTOR AGREEMENT This Motorola Master Distributor Agreement including its attachments ("Agreement") is made and entered into as of 23rd day of January, 2003 (the "Agreement Date"), by and between MOTOROLA, INC., a...Master Distributor Agreement • August 9th, 2004 • Brightstar Corp.
EXHIBIT 10.29 A CONTRACT FOR THE OPENING OF A CURRENT CREDIT ACCOUNT TO BE SIGNED BY: 1. BBVA BANCOMER, A LIMITED LIABILITY COMPANY AND MULTIPLE BANKING INSTITUTION, THE FINANCIAL GROUP BBVA BANCOMER, AS THE CREDIT GRANTING INSTITUTION, HEREINAFTER...Brightstar Corp. • August 9th, 2004
CERTIFICATEBrightstar Corp. • August 9th, 2004
EXHIBIT 10.43 AMENDED AND RESTATED STOCK PLEDGE AND SECURITY AGREEMENT THIS AMENDED AND RESTATED STOCK PLEDGE AND SECURITY AGREEMENT (the "Agreement ") is made as of April 23, 2004, by BRIGHTSTAR CORP., a Delaware corporation (the "Pledgor"), in favor...Stock Pledge and Security Agreement • August 9th, 2004 • Brightstar Corp. • Florida
AMENDMENT ONE TO THE MOTOROLA MASTER DISTRIBUTOR AGREEMENT BETWEEN BRIGHTSTAR CORP. AND MOTOROLA, INC.Brightstar Corp. • August 9th, 2004
EXHIBIT 10.10 Kyocera Wireless Corp. Supply Agreement This Supply Agreement (the "Agreement") is entered into on September 1, 2000 (the "Effective Date") by and between Kyocera Wireless Corp., a Delaware corporation ("Kyocera") and Brightstar...Supply Agreement • August 9th, 2004 • Brightstar Corp. • California
EXHIBIT 10.34 LIMITED SECURITY AGREEMENT THIS LIMITED SECURITY AGREEMENT (the "Agreement") is made as of April 23, 2004, by each of the entities that is a party to this Agreement or that hereafter becomes a party to this Agreement by executing a...Limited Security Agreement • August 9th, 2004 • Brightstar Corp. • Florida
