The Carphone Warehouse Group PLC CPW Retail Holdings Limited Best Buy Co., Inc. Best Buy Distributions Limited SALE AND PURCHASE AGREEMENT relating to the sale and purchase of 50% of the issued ordinary share capital of CPW Distribution Holdings Limited 7 May 2008

(b)                                 no member of the Newco Group is in material breach of any covenant, restriction, condition or obligation (whether statutory or otherwise) which is material and affects the Properties.

5.                                       Outgoings.  The Properties are not subject to the payment of any material outgoings other than the usual rates and taxes and, in the case of leaseholds, rent, insurance rent and service charge.

6.                                       Property Liabilities.  The Newco Group does not have any material actual or contingent obligation or liabilities in relation to any freehold or leasehold property other than under its existing title to the Properties.

Part D : Employment

1.                                       Trade Unions.  The Newco Group does not recognise any trade union or have in place any works council or other body representing its Employees or any of them for the purpose of collective bargaining, negotiating, information and consultation or otherwise.

2.                                       Incentive schemes.  The Newco Group has not, or has not agreed to introduce, any share incentive scheme, share option scheme or profit sharing, bonus, commission or other such incentive scheme for any directors or Employees or other workers engaged in its business.

3.                                       Notice on termination.   No written or unwritten contract of employment with any Employee exists that cannot be terminated by the Newco Group on 6 months notice or less without giving rise to a claim for damages or compensation (other than a statutory redundancy payment or statutory compensation for unfair dismissal or, in either case, the equivalent in any relevant jurisdiction).

4.                                       Records.  Newco Group has maintained records regarding the service of each Key Manager (including details of the terms of employment, payments of statutory sick pay and maternity pay, disciplinary and grievance matters, health and safety matters, income tax and social security contributions, wage and time records) which are current in all material respects.

5.                                       Key Managers.  No Key Manager has given notice terminating his or her employment or is under notice of dismissal.

6.                                       Change of Control:  There is no provision in any contract of employment or otherwise giving a right or increased right to any Employee which is contingent on a change of control or ownership of any member of the Newco Group.

7.                                       Payments on termination.  During the previous 12 months, no payment has been made or promised to be made or benefit given or promised to be given by any member of the Newco Group in connection with the actual or proposed termination or suspension of employment or variation of any contract of employment of any former employee or Employee, in each case, in excess of £150,000.

8.                                       Compliance with obligations.  During the previous 12 months, each of CPW and Newco and any other member of the CPW Group or Newco Group, where appropriate, has in relation to each of the Employees complied in all material respects with all legislation, regulations, codes of conduct, codes of practice, collective agreements, terms and conditions

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of employment, orders, agreements with third parties, and awards relevant to their conditions of service or to the relations between it and the Employees or any recognised trade union or body representing the Employees and has complied in all material respects with all its obligations concerning the health and safety at work of each of the Employees and has not incurred any liability to any Employee in respect of any accident or injury.

Part E : Pensions

1.                                       Pensions Obligations.  No member of the CPW Group is or has been at any time on or after 27 April 2004 but before Completion, associated or connected (as defined in section 38(10) of the Pensions Act 2004) with any person who is or was the employer in relation to an occupational pension scheme which is not a money purchase scheme or a prescribed scheme under section 38(1) or 43(1) of the Pensions Act 2004 (other than the Intertan Plan).

2.                                       Other than the DC Plans, save as disclosed in the Disclosure Letter none of the Newco Companies has any obligation to provide (or contribute towards any scheme which provides) pension, retirement or death benefits (whether voluntary, ex-gratia or otherwise) in respect of the Employees.

3.                                       DC Plans and members of the DC Plans.  The DC Plans do not provide any benefits other than money purchase benefits (as defined in section 181 of the Pension Schemes Act 1993); and

4.                                       The Disclosure Letter includes (or there is annexed to the Disclosure Letter), details of the levels of employer and employee contributions payable in respect of the DC Plans. All DC Plans’ documents listed in and annexed to the Disclosure Letter are complete and accurate in all material respects.

5.                                       Contributions and Operation of the DC Plans.  All contributions and premiums which have become due and payable to the DC Plans in respect of any Employees have been duly paid and those which fall due for payment before Completion will have been paid by that date or within the relevant statutory time period if later.

6.                                       Disputes or Claims.  So far as CPW is are aware, there are no complaints, disputes or claims in relation to the DC Plans, whether before the court, the Pensions Ombudsman or otherwise, by or in respect of any Employees which remain outstanding (other than routine claims for benefits and enquiries). CPW is not aware of any matter that might give rise to such a dispute or claim concerning the DC Plans.

7.                                       Undertakings or Assurances.  No undertakings or assurances (whether oral or in writing) have been given or implied to the Employees or any third party as to the introduction, continuance, increase or improvement of any pension or death benefit.

8.                                       TUPE.  No Employee has transferred to the CPW Group as a result of a “relevant transfer” (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 1981 or 2006) with a right to a benefit under or in relation to an occupational pension scheme which is not an “old age, invalidity or survivors” benefit under regulation 7(2) of the Transfer of Undertakings (Protection of Employment) Regulations 1981 or regulation 10(2) of the Transfer of Undertakings (Protection of Employment) Regulations 2006.

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SCHEDULE 2

LIMITATIONS ON LIABILITY

1.                                       Time Limits. CPW shall not be liable for any Claim unless CPW receives from Best Buy written notice containing such details as are then available of the matter giving rise to the Claim:

(a)                                  prior to the second anniversary of the Closing Date, in the case of a Non-Tax Claim; or

(b)                                 prior to the seventh anniversary of the Closing Date, in the case of a Tax Claim other than a claim under paragraph 3 of the Tax Covenant, in which case written notice must be given prior to the twenty-seventh anniversary of the Closing Date.

2.                                       Claim to be withdrawn unless litigation commenced. Any Non-Tax Claim shall (if it has not been previously satisfied, settled or withdrawn) be deemed to have been withdrawn unless legal proceedings in respect of it have commenced by both being issued and served within 12 months of notification to CPW pursuant to paragraph 1 except, where the Non-Tax Claim relates to a contingent liability, in which case it shall be deemed to have been withdrawn unless legal proceedings in respect of it have been commenced by being both issued and served within 12 months of it having become an actual liability.

3.                                       Minimum Claims. CPW shall not be liable for any Non-Tax Claim (or a series of Non-Tax Claims arising directly from the same facts or circumstances), other than a Title Claim, where the liability agreed or determined in respect of any such Non-Tax Claim or series of Non-Tax Claims does not exceed £1,000,000.

4.                                       Aggregate Minimum Claims.

(a)                                  CPW shall not be liable for any Non-Tax Claim unless the aggregate amount of all Non-Tax Claims exceeds £30,000,000.

(b)                                 Where the liability agreed or determined in respect of all Non-Tax Claims referred to in paragraph 4(a) of this Schedule 2 exceeds £30,000,000, subject as provided elsewhere in this Agreement and this Schedule 2, CPW shall be liable for the aggregate amount of all Non-Tax Claims as agreed or determined and not merely the excess over £30,000,000.

(c)                                  The limitations set out in paragraphs (a) and (b) above shall not apply to Title Claims.

5.                                       Maximum Liability. The aggregate liability of CPW in respect of all Claims under this Agreement and the Tax Covenant shall not exceed 50% of the Enterprise Value.

6.                                       Provisions. CPW shall not be liable for any non-Tax Claim if and to the extent that the matter is subject to specific provision in the 2007 Accounts or the January Balance Sheet.

7.                                       Acts or omissions of Best Buy. CPW shall not be liable for any Non-Tax Claim to the extent that the same would not have occurred but for any act, omission or transaction carried out:

(a)                                  pursuant to and in compliance with any provisions of any of the Transaction Documents or otherwise at the specific request in writing or with the specific approval in writing of Best Buy or Best Buy Acquisition Co; or

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(b)                                 after Closing by Best Buy or Best Buy Acquisition Co (or any of their directors, officers, employees, agents or successors in title) outside the ordinary and usual course of the Distribution Business at Closing.

8.                                       No liability for legislation or changes in rates of tax.  CPW shall not be liable for any Non-Tax Claim if and to the extent it is attributable to, or the amount of such Non-Tax Claim is increased as a result of, any (i) legislation not in force at the date of this Agreement (ii) change of law (or any change in interpretation on the basis of case law), regulation, directive, requirement or administrative practice or (iii) change in the rates of taxation in force at the date of this Agreement.

9.                                       Insurance.  CPW shall not be liable in respect of any Non-Tax Claim to the extent that the amount of such Non-Tax Claim is covered by a policy of insurance or would have been so covered if the policies of insurance effected by or for the benefit of the Newco Group had been maintained under the existing or a new policy of insurance after Closing on no less favourable terms than those existing at the date of this Agreement.

10.                                 Mitigation of losses.  Except in the case of a Tax Claim, nothing in this Agreement shall be deemed to reduce Best Buy and/or Best Buy Acquisition Co common law duty to mitigate its losses.

11.                                 Limitations not applicable if fraud etc.  None of the limitations contained in paragraphs 1 or 2 shall apply to any Claim to the extent that the Claim (or the delay in discovery of it) is the consequence of, or is increased as a consequence of, dishonest or deliberate mis-statement or concealment or other fraud by CPW or any other member of the CPW Group or any officer or employee (or former officer or employee) of CPW or any other member of the CPW Group.

12.                                 Matters disclosed.  CPW shall not be liable for any Claim (other than a Claim under the Tax Covenant) if and to the extent that the fact, matter, event or circumstance is fairly disclosed by any Transaction Document.

13.                                 Contingent liabilities.  If any Claim for breach of Warranty is based upon a liability which is contingent only, CPW shall not be liable to make payment unless and until the contingent liability gives rise to an obligation to make a payment. This is without prejudice to the right of Best Buy to give notice of the Claim in accordance with paragraph 1 and to issue and serve proceedings in respect of it before such time. For the avoidance of doubt, the fact that the liability may not have become an actual liability by the relevant date provided in paragraph 1 shall not exonerate CPW in respect of any Claim properly notified before that date.

14.                                 No double recovery.  Neither Best Buy nor Best Buy Acquisition Co shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of any one liability, loss, cost, shortfall, damage or deficiency, regardless of whether more than one Claim arises in respect of it, and for this purpose recovery by Best Buy and Best Buy Acquisition Co shall be deemed to be a recovery by each of them.

15.                                 CPW to have opportunity to remedy breaches.  Best Buy shall not be entitled to pursue any Non-Tax Claim which is capable of remedy unless it has given CPW written notice of the Non-Tax Claim and the Non-Tax Claim is not remedied within 60 days after the date on which notice is served on CPW. If the Non-Tax Claim has not been remedied within that 60 day period, then the date on which notice of a Claim in respect of that Non-Tax Claim shall be deemed to have been given to CPW for the purpose of paragraph 1 above shall be the

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date on which notice was given under this paragraph 15, provided that the notice satisfied the other requirements of paragraph 1 above when so given.

16.                                 Rescission.  No party to this agreement shall be entitled to rescind this Agreement for any reason including without limitation in respect of any Claim. This is without prejudice to any right to terminate pursuant to clauses 4 and 11.

17.                                 Reorganisation.  CPW shall not be liable for any Claim in respect of the Reorganisation to the extent that the matter is separately indemnified under this Agreement or has been reflected through the Reorganisation Adjustment.

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SCHEDULE 3

BEST BUY WARRANTIES

1.                                       Best Buy and Best Buy Acquisition Co are validly incorporated, in existence and duly registered under the laws of their respective jurisdictions of incorporation and have full power to conduct their business as conducted at the date of this Agreement.

2.                                       This Agreement and the Transaction Documents which are to be entered into by a member of the Best Buy Group will, when executed, constitute valid and binding obligations of the relevant member of the Best Buy Group.

3.                                       Best Buy and Best Buy Acquisition Co have obtained all corporate authorisations and (except to the extent relevant to the Conditions or the obtaining of the Best Buy Third Party Consent) so far as the Best Buy Group is aware all other governmental, statutory, regulatory or other consents, licences and authorisations required to empower them to enter into and perform their obligations under this Agreement and any other Transaction Documents to which it is a party and is not subject to any decree or judgment of any court or any governmental or regulatory authority in any jurisdiction.

4.                                       Subject, where applicable, to fulfilment of the Conditions, entry into and performance by each member of the Best Buy Group of this Agreement and/or any Transaction Document to which it is a party will not: (i) breach any provision of its memorandum and articles of association, by-laws or equivalent constitutional documents; (ii) result in a violation or breach of any laws or regulations applicable to the Best Buy Group; or (iii) amount to any violation or default with respect to any statute, order, decree or judgment of any court or any governmental or regulatory authority, where in each case, any breach, conflict or violation would adversely affect to a material extent its ability to enter into or perform its obligations under this Agreement and/or any Transaction Document to which it is a party.

5.                                       No order has been received, or, so far as the Best Buy Group is aware, has been made, or petition presented or meeting convened by any shareholder or creditor of the Best Buy Group for the winding up of any member of the Best Buy Group, or so far as the Best Buy Group is aware for the appointment of any provisional liquidator, and so far as the Best Buy Group is aware there are no cases or proceedings under any applicable insolvency, reorganisation or similar laws in any relevant jurisdiction, and so far as the Best Buy Group is aware no events have occurred which, under applicable laws, would be reasonably likely to justify any such cases or proceedings in respect of any member of the Best Buy Group.

6.                                       So far as the Best Buy Group is aware no person has taken any step, legal proceeding or other procedure with a view to the appointment of an administrator, whether out of court or otherwise, in relation to any member of the Best Buy Group, and so far as the Best Buy Group is aware no receiver (including any administrative receiver) has been appointed in respect of the whole or any part of any of the property, assets and/or undertaking of any member of the Best Buy Group nor so far as the Best Buy Group is aware has any such order been made (including, in any relevant jurisdiction, any other order by which, during the period it is in force, the affairs, business and assets of the company concerned are managed by a person appointed for the purpose by a court, governmental agency or similar body).

7.                                       No member of the Best Buy Group has made any voluntary arrangement with any of its creditors in the 2 years prior to the date of this Agreement.

8.                                       An entity in the Best Buy Group is the sole owner of the Geek Squad Shares free from all Third Party Rights. An entity in the Best Buy Group is entitled to transfer or procure

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the transfer of the full ownership of the Geek Squad Shares on the terms set out in the Geek Squad SPA.

9.                                       The Geek Squad Shares constitute 50% of the whole of the issued and allotted or, to the extent appropriate, registered, ordinary share capital of Geek Squad. All of the Geek Squad Shares are fully paid or properly credited as fully paid and there is no liability to pay any additional contributions on the Geek Squad Shares.

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SCHEDULE 4

CONDUCT OF THE NEWCO GROUP PRE-CLOSING

1.                                       From the date of this Agreement until Closing, CPW shall (unless otherwise required or permitted by the terms of any Transaction Document or pursuant to the implementation of the Reorganisation or as may be approved in writing by Best Buy, such approval not to be unreasonably withheld or delayed) ensure that no member of the Newco Group shall:

(a)                                  carry on, or take any action in relation to, the Distribution Business except in the ordinary course;

(b)                                 change the nature of its business from the Distribution Business, nor enter into any reorganisation, restructuring, transfer, sale, gift or any analogous action in relation to any assets, properties, shares or any other rights of the Distribution Business;

(c)                                  modify its memorandum or articles of association, including any alteration to the rights attaching to the Shares;

(d)                                 increase its share capital or authorise or issue any shares of any class or rights to subscribe for or convert into or call for the issue of such shares (other than to another member of the Newco Group);

(e)                                  except for trading in the ordinary course, enter into or amend any contractual arrangement with any member of the CPW Group;

(f)                                    liquidate, dissolve or otherwise take any steps to effect a recapitalisation or reorganisation;

(g)                                 incur any capital expenditure in excess of £25,000,000 per calendar month;

(h)                                 enter into any lease or licence of any property of 5,000 square feet or more in area;

(i)                                     incur any External Debt other than under existing arrangements, or enter into any new lease, hire-purchase or factoring agreement in excess of £1,000,000;

(j)                                     incorporate any new subsidiary or acquire any shares in any other company;

(k)                                  enter into any joint venture or partnership or non-arm’s-length arrangement with any person;

(l)                                     instigate or settle any litigation proceedings with a value of more than £1,000,000, including against a shareholder of Newco or a company in the CPW Group;

(m)                               change its auditors;

(n)                                 alter its accounting reference date or changing its accounting policies;

(o)                                 declare or pay any dividends or other distributions upon any shares (including the Shares), except to another member of the Newco Group;

(p)                                 engage, dismiss or change the terms of employment (including any equity or incentive schemes) of any employee or director whose total compensation is in excess

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of £150,000 per annum, or any Key Manager (other than any changes to the terms of employment in the ordinary course and consistent with prior practice);

(q)                                 establish any additional, or amend any existing, bonus, profit-sharing or other incentive scheme for any employees; (other than any changes to the terms of employment in the ordinary course and consistent with prior practice)

(r)                                    assign or license any intellectual property rights other than in the ordinary course of business and provided that such assignment and/or licensing is in accordance with any agreement governing the use of such intellectual property rights.

(s)                                  do or omit to do any action which would cause the Key Warranties to be incorrect in any material respect, if the Key Warranties were repeated at any time prior to Closing by reference to the facts and circumstances then existing (on the basis that references in the Key Warranties to the date of this Agreement were references to the relevant date).

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SCHEDULE 5

CLOSING ARRANGEMENTS

Part A : CPW Obligations

1.                                       At Closing, CPW and CPW Affiliate shall deliver or ensure that there is delivered to Best Buy (or made available to Best Buy’s reasonable satisfaction):

(a)                                  duly executed transfers into the name of Best Buy Acquisition Co in respect of all the Shares;

(b)                                 the share certificates relating to the Shares;

(c)                                  a copy (certified by a duly appointed officer as true and correct) of a resolution of the board of directors of CPW authorising the execution of and the performance by CPW of its obligations under this Agreement and each of the Transaction Documents to be executed by it;

(d)                                 a copy (certified by a duly appointed officer as true and correct) of a resolution of the board of directors of Newco authorising the execution of and the performance by Newco of its obligations under this Agreement and each of the Transaction Documents to be executed by it;

(e)                                  the Voting Power of Attorney, executed by or on behalf of CPW, to enable Best Buy Acquisition Co to exercise all voting and other rights attached to the Shares pending registration of the transfer thereof;

(f)                                    a copy (certified by a duly appointed officer as true and correct) of the minutes of the extraordinary general meeting of CPW at which the Class 1 Resolutions were passed;

(g)                                 a counterpart of the Shareholders Agreement, duly executed by CPW;

(h)                                 a counterpart of the CPW Loan Agreement, duly executed by CPW and Newco;

(i)                                     a counterpart of the Best Buy Loan Agreement, duly executed by Newco;

(j)                                     a counterpart of the Working Capital Facility duly executed by CPW and Newco, together with an Opening Balance Notice stating the amount which it bona fide believes to be the amount of the Working Capital Amount as at 11.59 p.m. on the day before the Closing Date;

(k)                                  a counterpart of the Consortium Relief Agreement, duly executed by CPW;

(l)                                     a counterpart of the Best Buy Mobile Agreement, duly executed by CPW and CPW Mobile Limited;

(m)                               a counterpart of the Geek Squad SPA, duly executed by Newco;

(n)                                 a counterpart of the Services Agreement, duly executed by CPW and Newco;

(o)                                 a counterpart of the Telecoms Distribution Agreement, duly executed by CPW and Newco;

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(p)                                 a counterpart of the Telecoms Services Agreement, duly executed by CPW and Newco; and

(q)                                 a copy of the CPW Third Party Consent.

2.                                       CPW shall ensure that resolutions of the board of directors of Newco (and, where appropriate, the relevant member of the Newco Group) are passed by which the following business is transacted:

(a)                                  if appropriate, the registration (subject to such legal or other requirements as are necessary for such registrations to be effected being satisfied) of the transfers in respect of the Shares is approved; and

(b)                                 the directors are appointed or resign so that the board of directors of Newco comprises the directors appointed in accordance with the Shareholders’ Agreement.

3.                                       If the parties have agreed the form of new articles of association for Newco, CPW shall ensure that those articles of association are adopted no later than Closing.

4.                                       CPW shall procure that on or prior to Closing the name of Newco shall be changed to Best Buy Distributions Holdings Limited and shall deliver an appropriate change of name certificate.

Part B : Best Buy Obligations

1.                                       At Closing, Best Buy shall:

(a)                                  deliver (or ensure that there is delivered to CPW) a copy of a resolution (certified by a duly appointed officer as true and correct) of the board and/or supervisory board (as necessary to provide valid authorisation) of directors of Best Buy and Best Buy Acquisition Co (or, if required by the law of its jurisdiction or its articles of association, by-laws or equivalent constitutional documents, of its shareholders) authorising the execution of and the performance by Best Buy and Best Buy Acquisition Co of their respective obligations under this Agreement and each of the Transaction Documents to be executed by them; and

(b)                                 pay to CPW the Price;

(c)                                  deliver a counterpart of the Shareholders Agreement, duly executed by Best Buy and Best Buy Acquisition Co;

(d)                                 deliver a counterpart of the Disclosure Letter, duly executed by Best Buy and Best Buy Acquisition Co;

(e)                                  deliver a counterpart of the Working Capital Facility duly executed by Best Buy;

(f)                                    deliver a counterpart of the Best Buy Loan Agreement, duly executed by Best Buy Acquisition Co;

(g)                                 deliver a counterpart of the Consortium Relief Agreement, duly executed by Best Buy Acquisition Co;

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(h)                                 deliver a counterpart of the Best Buy Mobile Agreement, duly executed by Best Buy Stores, L.P.; and

(i)                                     deliver a counterpart of the Geek Squad SPA, duly executed by Best Buy.

Part C : General

1.                                       CPW and Best Buy shall negotiate in good faith with a view to agreeing, before the Closing Date, the final form of any Transaction Document which is not in Agreed Form at the date of this Agreement. If not so agreed by the Closing Date, the Transaction Document shall be in the form reasonably specified by CPW provided it is consistent with the terms of this Agreement.

2.                                       If any document listed in this Schedule 5 is required to be notarised, the parties shall execute such document at a location notified by CPW to Best Buy at least 2 Business Days before Closing where Best Buy and CPW shall procure that a notary with the required qualification will be present.

3.                                       All documents and items delivered at Closing pursuant to this Schedule 5 shall be held by the recipient to the order of the person delivering the same until such time as Closing shall be deemed to have taken place. Simultaneously with:

(a)                                  delivery of all documents and all items required to be delivered at Closing (or waiver of the delivery of it by the person entitled to receive the relevant document or item); and

(b)                                 receipt of an electronic funds transfer to CPW’s Bank Account in immediately available funds of the Price,

the documents and items delivered in accordance with this Schedule shall cease to be held to the order of the person delivering them and Closing shall be deemed to have taken place.

4.                                       The JV Shareholders shall capitalise all amounts outstanding under the Best Buy Loan Agreement and the CPW Loan Agreement.

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SCHEDULE 6

CLOSING STATEMENT

1.                                       In accordance with clause 3.3, CPW shall prepare a draft statement (the Closing Statement) showing the calculation of the Total Newco Debt, the Core Debt, the Reorganisation Adjustment and the Working Capital Amount (together, the Key Amounts), and deliver the same to Best Buy. The Closing Statement shall be accompanied by reasonable supporting evidence in respect thereof, including the method of (and evidence to support) the calculations. The draft Closing Statement shall be prepared, and delivered, as soon as reasonably practicable after Closing, and in any event within twenty Business Days of the Closing Date.