RELEASE AGREEMENT

RELEASE 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 (“lntcomex Guatemala”). Brightpoint, Brightpoint Shareholder, Brightpoint International, the Company, lntcomex 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 and 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”), pursuant to which the PA Parties agreed to, among other things, certain non-competition provisions (the “PA Restrictions”) that restrict the activities of the PA Parties and their Affiliates (as defined in 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”), pursuant to which the SA Parties agreed to, among other things, certain non-competition provisions (the “SA Restrictions”) that restrict the activities of the SA Parties and their Affiliates (as defined in the Shareholders Agreement);

WHEREAS, the PA Parties and the SA Parties desire, on the terms and subject to the conditions hereof, to amend certain provisions of the Purchase Agreement and the Shareholders Agreement, including to eliminate the PA Restrictions and the SA Restrictions, respectively; and

WHEREAS, (a) Brightpoint Shareholder desires to effect the resignation of the Brightpoint Director from the board of directors of the Company and (b) Brightpoint Shareholder desires to waive certain of its rights under the Shareholders Agreement.

NOW, THEREFORE, for good and valuable consideration received, the receipt and sufficiency of which are hereby acknowledged, and intending to be mutually bound, 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.

“BP Signing” means the execution and delivery by Brightpoint and one or more other Persons of a definitive agreement (an “Acquisition Agreement”) pursuant to which any Person or Persons acting together as a group, as that term is used for purposes of Section 13(d) of the Securities Act of 1934, as amended, would acquire a majority of the outstanding common stock of Brightpoint upon consummation of the transaction contemplated by the Acquisition Agreement.

“BP Signing Date” means the date on which the Acquisition Agreement is executed and delivered by the parties thereto.

“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.

“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. Amendment. Subject to Section 3, upon the terms and subject to the conditions set forth in this Agreement:

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“From the date hereof until the third anniversary of the date on which a Non-CVC/BP Shareholder ceases to Control Equity Securities, each such Non-CVC/BP Shareholder shall not, and shall cause its Affiliates not to, directly or indirectly, own, manage, operate, control or participate 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); provided that this Section 4.2(c) shall not prohibit a Non-CVC/BP Shareholder or any of its Affiliates from holding ownership interests in the Company or an ownership interest as a passive investor in a publicly-traded company in which such ownership interests, together with the securities in such company held by its Affiliates: (i) have a market value not exceeding U.S.$200,000; and (ii) represent less than 5% of the aggregate voting power of all of such publicly traded company’s ownership interests; provided, further, that such ownership interest limitations in this Section 4.2(c) may be waived by obtaining the written consent of the CVC Shareholder.”;

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Section 3. Effective Time. The Parties hereby agree that the actions to be effected pursuant to their covenants and agreements in Section 2 shall be effected only on the BP Signing Date (except as otherwise specified in Section 2(d)(i)); provided, however, that each action in Section 2 shall be deemed to have occurred and to take effect on the BP Signing Date immediately prior to the BP Signing.

Section 4. Waiver and Consent. 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 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. Without limiting the generality of the foregoing, each of the SA Parties hereby agrees that from and after the BP Signing Date, Article V shall not apply to any indirect transfer of the Brightpoint Shareholder’s shares of Intcomex Common Stock, including without limitation through the transfer, sale, exchange, assignment, pledge, gift, hypothecation or other disposition of Stock (as defined in the Shareholders Agreement) in any direct or indirect parent of the Brightpoint Shareholder (or any successor thereto), including without limitation Brightpoint (or any successor thereto), including, without limitation, the transactions contemplated by the Acquisition Agreement.

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Section 5. Gross-up. If any of the PA Parties or SA Parties, other than Brightpoint, Brightpoint Shareholder and Brightpoint International (for purposes of this Section 5 only, each a “Shareholder”) shall, pursuant to applicable law, be required, or incur any obligation, to recognize taxable income for either U.S. federal, state or local tax purposes or pay any taxes in respect of the transactions contemplated by Sections 2(a), 2(b) and 2(d)(i), Brightpoint Shareholder shall pay (or cause to be paid) to such Shareholder an amount sufficient to place such Shareholder in the same after-tax position (after taking into account any inclusions in taxable income of amounts paid pursuant to this Section 5) as if there had been no such requirement or obligation to recognize taxable income or pay tax; provided, however, that under no circumstances shall Brightpoint Shareholder be obligated pursuant to this Section 5 to pay more than five hundred thousand dollars and no cents ($500,000.00) in the aggregate and provided further, that for purposes of calculating the amounts required to be paid under this Section 5, a Shareholder shall be deemed to pay a combined federal, state and local income tax rate of 40%.

Section 6. Waiver by Brightpoint Shareholder, ETC. Pursuant to Section 7.13 of the Shareholders Agreement, from and after the BP Signing Date, Brightpoint Shareholder irrevocably consents and agrees to waive forever, on behalf of itself and each of its Affiliates, successors and permitted assigns, any and all rights it has under Articles III, IV or V of the Shareholders Agreement. Notwithstanding anything else in this Agreement to the contrary, for so long as Brightpoint Shareholder remains a shareholder of the Company, in the event that the Company ceases to file periodic reports on forms 10-K and 10-Q under the Securities Exchange Act of 1934 the Company shall provide Brightpoint, by no later than the date on which the relevant filing would have been due, with the audited or reviewed financial statements that would have been required to be included in such filing had it been made.

Section 7. Certain Representations. 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); and (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.

Section 8. Miscellaneous.

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

[Signature Pages to Release Agreement]

[Signature Pages to Release Agreement]

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