OPTION AGREEMENT

OPTION AGREEMENT

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 (the “Company”); Intcomex Colombia LTDA., a limitada organized in Colombia (“Intcomex Colombia”); and Intcomex de Guatemala, S.A., a sociedad anónima organized in Guatemala (“Intcomex Guatemala”). Brightpoint, Brightpoint Shareholder, Brightpoint International, the Company, Intcomex Colombia and Intcomex Guatemala are collectively referred to herein as the “PA Parties”; the Company, the CVC Shareholder, Brightpoint Shareholder, the Shalom Shareholders and the Additional Shareholders are collectively referred to herein as the “SA Parties”; and all parties hereto are collectively referred to herein as the “Parties,” each a “Party.”

RECITALS

WHEREAS, the PA Parties are parties to that certain Purchase Agreement dated as of March 16, 2011, as amended by the First Amendment to Purchase Agreement on June 19, 2011, the Second Amendment to Purchase Agreement on July 20, 2011, the Third Amendment to Purchase Agreement on August 12, 2011, the Fourth Amendment to Purchase Agreement on August 31, 2011 (as the same is amended by this Agreement and may be further amended and/or restated from time to time, the “Purchase Agreement”);

WHEREAS, the SA Parties are parties to that certain Fifth Amended and Restated Shareholders Agreement dated as of April 19, 2011 (as the same is amended by this Agreement and may be further amended and/or restated from time to time, the “Shareholders Agreement”); and

WHEREAS, Brightpoint Shareholder desires to grant to the Company, and the Company desires to accept, an option to acquire for cash the shares of Intcomex Common Stock held by Brightpoint Shareholder.

NOW, THEREFORE, the Parties mutually agree as follows:

AGREEMENT

Section 1. Definitions. Capitalized terms used herein are used as defined in this Section 1 or elsewhere in this Agreement, and if not defined in this Agreement, then as defined in the Shareholders Agreement.

“Additional Shareholders” shall have the meaning attributed to it in the Shareholders Agreement, excluding Lunimar, S.A.

“Brightpoint Director” means J. Mark Howell.

“Closing” means the closing of any transaction pursuant to which any Person acquires or Persons acting together as a group, as that term is used for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, acquire a majority of the outstanding common stock of Brightpoint pursuant to a definitive agreement with Brightpoint.

“Closing Date” means the date on which the Closing actually occurs.

“Controls” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, by virtue of being a Director or officer of such Person, or otherwise.

“Intcomex Common Stock” means the voting common stock, $0.01 par value per share, of the Company.

“Lien” means any charge, claim, community property interest, condition, equitable interest, lien, option, pledge, security interest, right of first refusal, restriction or encumbrance of any kind, including any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership.

“Person” means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, firm, joint venture, estate, association, joint-stock company, trust, organization (unincorporated or otherwise), labor union, governmental or regulatory body or other entity.

“Shalom Directors” means Anthony Shalom and Michael Shalom.

Section 2. Company’s Option to Acquire Shares. (a) From and after the Closing Date until the five-year anniversary of the Closing Date, (b) from and after the closing of any other transaction pursuant to which any Person acquires or Persons acting together as a group, as that term is used for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, acquire a majority of the outstanding common stock of Brightpoint pursuant to a definitive agreement with Brightpoint (the “Alternative Closing Date”) until the five-year anniversary of the Alternative Closing Date, or (c) from such time after the date hereof upon which Brightpoint or its Affiliates first, directly or indirectly, owns, manages, operates, controls or participates in the ownership, management, operation or control of any Person that competes with the Company Business anywhere in the Territory or in any other country in Latin America or the Caribbean (including Puerto Rico), excluding for such purposes any activities Brightpoint and its Affiliates were permitted to engage in under the Shareholders Agreement in the form entered into on April 19, 2011 (the “Competition Trigger Date”) until the five-year anniversary of the Competition

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Trigger Date, the Company shall have the non-transferable right to acquire from Brightpoint Shareholder, free and clear of any Liens, thirty-eight thousand, seven hundred sixty-nine (38,769) shares of Intcomex Common Stock (as the same may be adjusted for stock splits, stock dividends or other transactions, the “Shares”) for an aggregate purchase price of three million dollars ($3,000,000), as appropriately adjusted to reflect the payment of any dividends received by the Brightpoint Shareholder on such Intcomex Common Stock, such amount to be paid to Brightpoint Shareholder in cash or by wire transfer of immediately available funds in accordance with written instructions that Brightpoint Shareholder shall have provided to the Company prior to the closing of such transaction. If none of the Closing Date, the Alternative Closing Date or the Competition Trigger Date occurs on or before June 30, 2017, this Agreement shall terminate and be of no further force or effect.

Section 3. Waiver and Consent Relating to Transfers of Intcomex Common Stock. Each of the SA Parties hereby irrevocably (a) acknowledges and consents to the transactions contemplated hereby and (b) consents and agrees to waive forever, pursuant to Section 7.13 of the Shareholders Agreement, any and all rights it may have pursuant to Article V and Section 7.3 of the Shareholders Agreement and Section 9.10 of the Purchase Agreement in respect of the transactions contemplated hereby. Pursuant to Section 3.1(b) of the Shareholders Agreement, each of the Brightpoint Director and each of the Shalom Directors hereby consents to and approves the transactions contemplated hereby.

Section 4. Certain Representations and Covenants. The Company represents and warrants to Brightpoint, the Brightpoint Shareholder and Brightpoint International that (a) this Agreement and the transactions contemplated hereby have not given, and will not give, rise to a default or breach under (i) the Indenture (as defined in the Shareholders Agreement), (ii) any bonds issued under, or any other document or agreement entered into pursuant to, the Indenture or (iii) any other financing of the Company or its Subsidiaries (as defined in the Shareholders Agreement); (b) the execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of the Company, and the Company has all necessary corporate power and corporate authority with respect thereto; and (c) no dividends have been declared or paid by the Company on any Intcomex Common Stock since the date of the Purchase Agreement. Any dividends declared in respect of the Shares prior to the closing of the option granted pursuant to Section 2 hereof shall be payable to the Brightpoint Shareholder.

Section 5. Miscellaneous.

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[signatures on following page]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

[Signature Pages to Option Agreement]

[Signature Pages to Option Agreement]

[Signature Pages to Option Agreement]