Exhibit 10.3
JOINDER AGREEMENT TO AMENDED
AND RESTATED
SHAREHOLDERS
AGREEMENT
THIS JOINDER AGREEMENT TO THE
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of
August 23, 2005 (the “Agreement”) is executed by
HECTOR YUBEILI ZEGAIB (together with any successors and assigns,
the “Transferee”). Capitalized terms not otherwise
defined herein are used herein as defined in that certain Amended
and Restated Shareholders Agreement dated as of April 28, 2005
(as amended or supplemented from time to time, the
“Shareholders Agreement”) among CVC, the Shalom
Shareholders, the Centel Shareholders and the Additional
Shareholders (in each case, as defined in the Shareholders
Agreement) and Intcomex, Inc., a Delaware corporation
(“Intcomex”).
R E C I T A L S
A. HARRY LUCHTAN
(“Luchtan”) is a shareholder of Intcomex and wishes to
transfer 22 shares of Class B Stock of Intcomex owned by him (the
“Transferred Luchtan Shares”) to the
Transferee;
B. YEHUDA AZANCOT
(“Azancot”) is a shareholder of Intcomex and wishes to
transfer 523 shares of Class B Stock of Intcomex owned by him (the
“Transferred Azancot Shares” and together with the
Transferred Luchtan Shares, the “Transferred Shares”)
to the Transferee;
C. Each of Luchtan and Azancot is a
party to the Shareholders Agreement; and
D. The execution and delivery of
this Agreement by the Transferee is a condition precedent to the
ability of Luchtan and Azancot to transfer the Transferred Shares
to the Transferee.
NOW, THEREFORE, in consideration of
the premises and the covenants and agreements set forth in this
Agreement, and for other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Transferee agrees
as follows:
1. By execution of this Agreement,
the Transferee joins the other parties to the Shareholders
Agreement as a party thereto and hereby assumes, accepts and agrees
to be bound by the rights and obligations of Luchtan and Azancot
under the Shareholders Agreement with respect to the Transferred
Shares. The Transferee executes this Agreement for the benefit of
the other parties to the Shareholders Agreement.
2. The Transferee hereby agrees to
become a party to the Shareholders Agreement and to assume the
rights and obligations of Luchtan and Azancot with respect to the
Transferred Shares under the Shareholders Agreement and all other
o
