(1)

BEST BUY DISTRIBUTIONS LIMITED a company incorporated under the laws of England and Wales with registered number 06576708 and having its registered office at 100 New Bridge Street, London EC4V 6JA (" BBY Distributions ");

(2)

BEST BUY UK HOLDINGS LP a limited partnership formed in England and Wales with registered number LP015378 and having its registered office at 1 Portal Way, London W3 6RS (" BBY HoldCo "), acting by its general partner, New CPWM Limited,

(3)

BEST BUY CO., INC , a company with a registered address at 7601 Penn Avenue South, Richfield, MN 55423, United States of America (" BBY ");

(4)

NEW BBED LIMITED a company registered in England and Wales (company number 07866062) whose registered address is at 1 Portal Way, London, W3 6RS United Kingdom (" JV Co "); and

(5)

CARPHONE WAREHOUSE GROUP PLC a company incorporated under the laws of England and Wales with registered number 07105905 and having its registered office at 1 Portal Way, London W3 6RS (" CPW ").

(A)

The BBY Shareholders together hold fifty per cent. of the shares in JV Co (as defined below), which were originally purchased pursuant to the Original SPA (as defined below), and CPW holds the other fifty per cent. of the shares in JV Co.

(B)

BBY Distributions, BBY and CPW entered into the Shareholders' Agreement (as defined below) which governs their rights and obligations in relation to JV Co. BBY HoldCo became party to the Shareholders' Agreement on 6 March 2013.

(C)

The BBY Shareholders have agreed to vote in favour of and execute the Capital Reduction (as defined below) and in consideration of the BBY Shareholders no longer holding any shares in JV Co as a result of the cancellation of the BBY Shareholders' shares in JV Co pursuant to the Capital Reduction, JV Co has agreed to pay the Cash Consideration and the Deferred Consideration to the BBY Shareholders and procure that CPW issues the Consideration Shares to the BBY Shareholders, in each case on the terms, and subject to the conditions, set out in this deed such that following Completion CPW will hold one hundred per cent. of the shares in JV Co.

(D)

CPW has delivered to the BBY Shareholders copies (certified by a duly appointed officer of CPW as true and correct) of irrevocable undertakings duly executed by each of the directors of CPW pursuant to which each such director irrevocably undertakes to (i) recommend that the CPW Shareholders (as defined below) vote in favour of the CPW Shareholder Resolutions (as defined below) and (ii) vote his or her shares in CPW in favour of the CPW Shareholder Resolutions.

(E)

BBY has agreed to guarantee all of the obligations of the BBY Shareholders (as well as accepting other obligations itself) on the terms, and subject to the conditions set out in this deed.

(F)

CPW has agreed to vote in favour of and execute the Capital Reduction, guarantee the JV Co Payment Obligations (as defined below), issue the Consideration Shares and to accept other obligations to the BBY Shareholders on the terms, and subject to the conditions set out in this deed.

1.

INTERPRETATION

1.1

Defined terms

(a)

JV Co board minutes to approve the Capital Reduction;

(b)

JV Co members' written resolution to approve the Capital Reduction;

(c)

JV Co solvency statement of the JV Co directors in connection with the Capital Reduction;

(d)

JV Co statement of compliance by the JV Co directors in connection with the Capital Reduction; and

(e)

waiver of rights by the JV Co shareholders in respect of article 20.2 of the JV Co's articles of association;

(a)

in the case of a body corporate:

(i)

a majority of the issued shares entitled to vote for election of directors (or analogous persons);

(ii)

the appointment or removal of directors having a majority of the voting rights exercisable at meetings of the board of directors on all or substantially all matters; or

(iii)

a majority of the voting rights exercisable at general meetings of the shareholders on all or substantially all matters; or

(b)

in the case of any other person, a majority of the voting rights in that person; or

(c)

in the case of a body corporate or any other person, the direct or indirect possession of the power to direct or cause the direction of its management and policies (whether through the ownership of voting shares, by a management or advisory agreement, by contract, by agency or otherwise),

(a)

MNO Services and/ or activate connections to any MNO (in each case whether with or without the sale of any associated product);

(b)

all types of mobile handsets (whether or not activated to any MNO and/or any other MNO Service);

(c)

the operation of mobile virtual networks;

(d)

Connected Tablets;

(e)

Tethered Products;

(f)

the installation, maintenance and repair of software, hardware, computers, broadband services and other related software and hardware for any type of customers including, without limitation, residential and business broadband customers and the provision of and/ or sales of related products and services; and

(g)

in respect of each of the above all types of associated accessories and services (including without limitation insurance products for mobile handsets and similar devices and all other MNO Services);

1.2

Statutory provisions

1.3

Agreed form

1.4

Recitals, schedules, etc.

1.5

Meaning of references

(a)

words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof;

(b)

references to a person shall include any individual, firm, body corporate, unincorporated association, government, state or agency of state, association, joint venture or partnership, in each case whether or not having a separate legal personality. References to a company shall be construed so as to include any company, corporation or other body corporate wherever and however incorporated or established;

(c)

references to the word " include " or " including " (or any similar term) are not to be construed as implying any limitation and general words introduced by the word " other " (or any similar term) shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things;

(d)

references to any English statutory provision or legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any other legal concept, state of affairs or thing shall in respect of any jurisdiction other than England be deemed to include that which most nearly approximates in that jurisdiction to the English statutory provision or legal term or other legal concept, state of affairs or thing;

(e)

any reference to " writing " or " written " includes any method of reproducing words or text in a legible and non-transitory form but, for the avoidance of doubt, shall not include e-mail;

(f)

references to " sterling " or " £ " or " pounds " are to the lawful currency of the United Kingdom as at the date of this deed; and

(g)

references to times of the day are to that time in London and references to a day are to a period of 24 hours running from midnight to midnight.

1.6

Headings

1.7

Connected persons

2.

CAPITAL REDUCTION

2.1

Capital Reduction of the Reduction Shares

2.2

Reduction and Cancellation of all the Reduction Shares

2.3

BBY Assurance

(a)

BBY unconditionally and irrevocably guarantees to CPW as a continuing obligation the due and punctual performance by each of the BBY Shareholders of all of their obligations under or pursuant to this deed (the " BBY Guaranteed Obligations ").

(b)

BBY agrees to indemnify CPW and CPW's Group against all reasonable losses, reasonable damages, reasonable costs and reasonable expenses (including reasonable legal costs and expenses) which CPW or CPW's Group may suffer or incur as a result of any failure by BBY to satisfy the guarantee under clause 2.3(a).

(c)

BBY shall not in any way or to any extent be released from its obligations under this guarantee by reason of:

(i)

any time or other indulgence, waiver, release or discharge granted by CPW or any member of CPW's Group to BBY or to any third party;

(ii)

the acceptance of any compensation from or the making of any arrangement with any of the BBY Shareholders or any third party; or

(iii)

any circumstances or any provision or rule of law whether statutory or otherwise affecting or preventing recovery from any of the BBY Shareholders of any sum due or rendering any debt, obligation or liability of any of the BBY Shareholders void or unenforceable,

(d)

Any settlement or discharge between CPW and/or CPW's Group and any of the BBY Shareholders shall be subject to the condition that no security or payment to CPW and/or CPW's Group by BBY or any third party shall be avoided or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency or liquidation for the time being and from time to time in force.

(e)

Without prejudice to the rights of CPW and/or CPW's Group against BBY as principal debtor, BBY shall as between CPW and/or CPW's Group be deemed principal debtor and obligor in respect of the BBY Guaranteed Obligations and not merely a surety and accordingly it shall not be necessary for CPW and/or CPW's Group before seeking to enforce this guarantee to seek to enforce any security or lien it may hold from any of the BBY Shareholders or any third party or otherwise to take any steps or proceedings against BBY.

2.4

CPW Assurance

(a)

CPW unconditionally and irrevocably guarantees to the BBY Shareholders as a continuing obligation the due and punctual performance of the JV Co Payment Obligations under this deed (the " CPW Guaranteed Obligations ").

(b)

CPW agrees to indemnify the BBY Shareholders and the BBY Shareholders' Group against all reasonable losses, reasonable damages, reasonable costs and reasonable expenses (including reasonable legal costs and expenses) which the BBY Shareholders or the BBY Shareholders' Group may suffer or incur through or arising from any failure by CPW to satisfy the guarantee under clause 2.4(a).

(c)

CPW shall not in any way or to any extent be released from its obligations under this guarantee by reason of:

(i)

any time or other indulgence, waiver, release or discharge granted by the BBY Shareholders or any member of the BBY Shareholders' Group to CPW or to any third party;

(ii)

the acceptance of any compensation from or the making of any arrangement with JV Co or any third party; or

(iii)

any circumstances or any provision or rule of law whether statutory or otherwise affecting or preventing recovery from JV Co of any sum due or rendering any debt, obligation or liability of JV Co void or unenforceable,

(d)

Any settlement or discharge between the BBY Shareholders and/or the BBY Shareholders' Group and JV Co shall be subject to the condition that no security or payment to the BBY Shareholders and/or the BBY Shareholders' Group by CPW or any third party shall be avoided or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency or liquidation for the time being and from time to time in force.

(e)

Without prejudice to the rights of the BBY Shareholders and/or the BBY Shareholders' Group against CPW as principal debtor CPW shall as between the BBY Shareholders and/or the BBY Shareholders' Group be deemed principal debtor and obligor in respect of the CPW Guaranteed Obligations and not merely a surety and accordingly it shall not be necessary for the BBY Shareholders and/or BBY Shareholders' Group before seeking to enforce this guarantee to seek to enforce any security or lien it may hold from JV Co or any third party or otherwise to take any steps or proceedings against CPW.

3.

CONSIDERATION

3.1

Total Consideration

(a)

the Cash Consideration and the Deferred Consideration to be paid by JV Co in accordance with clauses 3.2 and 3.3 respectively; and

(b)

the Consideration Shares to be issued and allotted by CPW (as procured by JV Co) in accordance with clause 3.4,

3.2

Satisfaction of the Cash Consideration

3.3

Satisfaction of the Deferred Consideration

(a)

the First Deferred Payment on or before the First Deferred Payment Date; and

(b)

the Second Deferred Payment on or before the Second Deferred Payment Date,

3.4

Consideration Shares

(a)

As part of the Consideration in respect of the BBY Shareholders no longer holding any shares in JV Co as a result of the cancellation of the Reduction Shares pursuant to the Capital Reduction JV Co agrees to procure that CPW will, at Completion, and CPW undertakes to, at Completion, allot and issue the Consideration Shares to the BBY Shareholders in the proportions between them as set out in column 6 of part 2 of schedule 1. The BBY Shareholders acknowledge that such allotment and issuance of the Consideration Shares shall satisfy the JV Co's obligation to pay that part of the Consideration referred to in clause 3.1(b).

(b)

The Consideration Shares shall be allotted and issued credited fully paid, free from all Encumbrances and ranking pari passu in all respects with all other Ordinary Shares then in issue.

3.5

Adjustment to the Consideration

(a)

the Consideration shall be deemed to be decreased or increased (as the case may be) pursuant to paragraph 6 of Schedule 7 or paragraph 6 of Schedule 9;

(b)

the Consideration shall be deemed to be reduced by any amount received by CPW pursuant to clause 6 in respect of the sale of any of the Consideration Shares; and

(c)

the Consideration shall be deemed to be increased by any amount paid by CPW to the BBY Shareholders pursuant to clause 6.4.

4.

CONDITIONS

4.1

Conditional Completion

4.2

Waiver of Conditions

4.3

Parties' commitments

(a)

CPW shall use all reasonable endeavours to ensure that the Conditions are fulfilled by the dates stated (or, where not stated, as soon as reasonably practicable) and in any event by the Longstop Date.

(b)

CPW shall use all reasonable efforts to procure, as soon as reasonably practicable after the date of this deed, that

(i)

the Prospectus (and any Supplementary Prospectus) is approved by the FCA and is subsequently filed and publicised in accordance with the Prospectus Rules;

(ii)

the Circular, containing the CPW Shareholder Resolutions, and the Prospectus (and any Supplemental Prospectus) is sent or made available to CPW Shareholders;

(iii)

subject to their fiduciary duties, the directors of CPW unanimously recommend shareholders to vote in favour of the CPW Shareholder Resolutions;

(iv)

the CPW Shareholder Meeting is held;

(v)

a meeting of the board of CPW is convened for the passing of a resolution to validly allot and issue the Consideration Shares to BBY HoldCo credited fully paid;

(vi)

that notification is sent to the FCA, in accordance with applicable regulations, of a cessation of control (as defined in FSMA) of The Carphone Warehouse Limited (company number 2142673) as result of the Capital Reduction; and

(vii)

that the filing is made with the Autorité de la concurrence (the " French Competition Authority ") with respect to the French Condition. In this respect, CPW shall:

(c)

The BBY Parties shall, on reasonable request, provide CPW with such reasonable assistance and information as CPW may require from the BBY Shareholders' Group to enable CPW to comply with its obligations under clause 4.3(a) and the BBY Parties hereby consent to CPW providing such information in relation to JV Co as the French Competition Authority may require in respect of the filing referred to in clause 4.3(b).

4.4

Status of Conditions

4.5

Satisfaction of Conditions

4.6

Failure to fulfil Conditions

5.

COMPLETION

5.1

Timing

5.2

Location

5.3

BBY Shareholders' obligations at Completion

(a)

execute the JV Co members' written resolutions forming part of the Capital Reduction Documents and deliver the same to CPW; and

(b)

deliver (or cause to be delivered) to CPW the items listed in part 1 of schedule 4.

5.4

CPW's obligations at Completion

(a)

deliver to the BBY Shareholders evidence in a form reasonably satisfactory to the BBY Shareholders (to the extent that the same is reasonably capable of being obtained) of the fulfilment of the Conditions; and

(b)

subject to clause 5.5, execute and procure that all Parties (other than the BBY Parties) to the Capital Reduction Documents execute and deliver such documents as necessary to give effect to the Capital Reduction and make such filings and registrations and take all such other actions and steps as may be required to implement and effect the Capital Reduction in accordance with the Capital Reduction Documents and the terms of this deed; and

(c)

do or deliver (or cause to be delivered) to the BBY Shareholders the matters or items listed in part 2 of schedule 4.

5.5

Failure of JV Co Directors to approve the Capital Reduction

5.6

Consent under Shareholders' Agreement

5.7

Release

(a)

each of the BBY Parties hereby waives and releases each member of CPW's Group (and shall procure the waiver and release by any other member of the BBY Shareholders' Group as necessary to give effect to this clause) from any liability whatsoever (whether actual or contingent) which may be owing to any member of the BBY Shareholders' Group by any member of CPW's Group and/or the Group, other than any liabilities arising under or in connection with the Transaction Documents (including those agreements which are stated in the Amendment and Termination Agreement as surviving Completion), the Tax Sharing Deed, the Letter of Authority, the Dividend Waiver Deed or the Deed of Assignment and Amendment, and any other liabilities arising between those parties in the ordinary course of business and trading; and

(b)

each of CPW and JV Co hereby waives and releases each member of BBY Shareholders' Group (and shall procure the waiver and release by any other member of CPW's Group as necessary to give effect to this clause) from any liability whatsoever (whether actual or contingent) which may be owing to any member of CPW's Group by any member of the BBY Shareholders' Group, other than any liabilities arising under or in connection with the Transaction Documents (including those agreements which are stated in the Amendment and Termination Agreement as surviving Completion), the Tax Sharing Deed, the Letter of Authority, the Dividend Waiver Deed or the Deed of Assignment and Amendment, and any other liabilities arising between such parties in the ordinary course of business and trading.

5.8

Deed of Assignment and Amendment and Tax Sharing Deed

6.

LOCK-IN AND SALE PROVISIONS

6.1

Lock-In

6.2

Exceptions to Lock-In

(a)

selling Consideration Shares in accordance with clause 6.3;

(b)

accepting a general offer made to all the holders of Ordinary Shares for the time being (other than shares held or contracted to be acquired by the offeror or its associates within the meaning of section 988 of the CA 2006);

(c)

selling or otherwise disposing of any Consideration Shares pursuant to any offer by CPW to purchase its own shares which is made on identical terms to all holders of Ordinary Shares;

(d)

transferring or disposing of Consideration Shares pursuant to a scheme of reconstruction under section 110 of the Insolvency Act 1986 in respect of the ordinary share capital of CPW or pursuant to a compromise or arrangement between CPW and its creditors or any class of them or its members or any class of them which is agreed to by the creditors or members and (where required) sanctioned by the court under the CA 2006;

(e)

taking up or disposing of any rights granted in respect of a rights issue or other pre-emptive share offering by CPW;

(f)

voting on (and any disposal directly or indirectly arising in respect of) a scheme of arrangement or analogous procedure in respect of the ordinary share capital of CPW;

(g)

transferring or disposing of any shares in accordance with any order made by a court of competent jurisdiction or required by law or by any regulatory or governmental authority;

(h)

transferring or disposing of any Consideration Shares to each other or any other member of the BBY Shareholders' Group provided that in the latter case, prior to any such transfer or disposal, the relevant transferee has given undertakings to CPW on substantially the same terms contained in this deed (including pursuant to clause 6.3 and the Letter of Authority) and that if such transferee ceases to be a member of the BBY Shareholders' Group it shall immediately transfer such Consideration Shares to another member of the BBY Shareholders' Group and if the relevant transferee has not already given the undertakings (including pursuant to clause 6.3 and the Letter of Authority) contained in this deed to CPW such transferee shall give such undertakings to CPW and execute a similar Letter of Authority; or

(i)

selling Consideration Shares with the prior written consent of CPW.

6.3

Sale Provisions during the Lock-In Period

(a)

During the Lock-in Period, CPW shall have the irrevocable right and authority on behalf of the BBY Shareholders to sell, in compliance with the Criminal Justice Act, the FSMA and other applicable laws in the United Kingdom, any of the Consideration Shares at a price per Consideration Share not less than the Issue Price.

(b)

Subject to clause 6.2, the BBY Parties agree that following the issue of the Consideration Shares to the BBY Shareholders in accordance with this deed and the

(c)

Each of the BBY Parties agree and undertake to CPW to:

(i)

accept any reasonable and lawful changes to the Letter of Authority proposed by the Nominated Brokers in order to give effect to the provisions of this clause 6.3;

(ii)

execute any amended or new Letter of Authority as a result of any accepted changes pursuant to clause 6.3(c)(i); and

(iii)

execute all other documents that may be reasonably required in order to give effect to the provisions of this clause 6.3 and/or the Letter of Authority and/or in respect of the sale of the Consideration Shares.

(d)

Each of the BBY Parties agrees and undertakes with CPW that they shall not and shall procure that each other member of the BBY Shareholders' Group shall not during the Lock-in Period revoke or otherwise change any lawful right and/or authority of CPW and/ or the Nominated Broker to sell any of the Consideration Shares pursuant to this deed and the Letter of Authority.

(e)

CPW shall, on reasonable request from any of the BBY Parties, keep the BBY Parties reasonably informed as to any proposed or actual sales of the Consideration Shares in accordance with this clause 6.3 and the Letter of Authority.

(f)

If any of the Consideration Shares are sold during the Lock-in Period pursuant to this clause 6.3 and the Letter of Authority then the sale proceeds (the “ Proceeds ”) shall be paid as follows:

(i)

where the Consideration Shares are sold at a price per Consideration Share equal to the Issue Price all Proceeds less the Commission, to the relevant BBY Shareholder;

(ii)

Where the Consideration Shares are sold at a price per Consideration Share greater than the Issue Price and:

(iii)

the Commission to the Nominated Brokers.

6.4

Conditional Balancing Adjustment

(a)

This clause 6.4 is conditional on the aggregate of the Realised Value and the Retained Value being less than £64,000,000 on the True-Up Date (the " Value Condition ").

(b)

Subject to the satisfaction of the Value Condition and clause 6.4(c), if there is a Value Deficit CPW shall pay the amount of the Value Deficit to BBY Holdco within ten Business Days of the True-Up Date.

(c)

To the extent the Value Deficit is in excess of £10,000,000 (such excess amount being the " Excess Value Deficit ") CPW may elect, by written notice within ten Business Days of the True-Up Date, that instead of paying the amount of the Excess Value Deficit in cash in accordance with clause 6.4(b), it shall allot and issue Ordinary Shares (the " Top-Up Shares ") to the BBY Shareholders (in such proportions as determined by the BBY Shareholders) at par value in such number that the aggregate Market Price of the Ordinary Shares so issued is not less than the amount equal to (i) the Excess Value Deficit; plus (ii) the aggregate par value paid for the Top-Up Shares. Such notification shall confirm the relevant number of Top-Up Shares and the aggregate nominal value payable.

(d)

If CPW elects to issue Top-Up Shares in accordance with clause 6.4(c) then such shares shall be allotted and issued on the 20th Business Day after the True-Up Date provided that if CPW determines, acting reasonably, that it would need to publish a prospectus to allot and issue the Top-Up Shares, then the relevant date shall be the next Business Day following approval, filing and publication of such prospectus, the convening of any general meeting and passing of any resolutions required at such meeting together with the convening of any board meeting and passing of any resolution to validly allot and issue any Top-Up Shares and all such other matters as may be required in order to allot and issue the Top-Up Shares to the BBY Shareholders and the BBY Shareholders shall pay the relevant nominal value for the Top-Up Shares on or before such date. CPW shall use its reasonable endeavours to procure the matters referred to above in relation to any such prospectus are carried out as soon as practicable after the True-Up Date.

(e)

All Top-Up Shares would from the date of their allotment and issue rank pari passu in all respects with the Ordinary Shares in the capital of CPW then in issue and will be issued credited fully paid and free from Encumbrances.

(f)

CPW shall take such steps as may be necessary to ensure that the Top-Up Shares are admitted to the Official List and to trading on the Main Market of the London Stock Exchange by 8.00 am on the day of their unconditional allotment and issue.

(g)

By making the election to issue Top-Up Shares pursuant to clause 6.4(c), CPW shall be deemed to have repeated on the date of such election and the date of issuance of the Top-Up Shares, the warranties set out in schedule 8 (save for the warranty in paragraph 4 of schedule 8) which shall apply to this deed as if the same had been set out herein save that references to "Consideration Shares" shall be deemed to be references to Top-Up Shares.

(h)

If the Top-Up Shares are not allotted, issued and admitted to the Official List and to trading on the Main Market of the London Stock Exchange in accordance with this clause 6.4 by the date specified herein for any reason (other than non-payment by the BBY Shareholders of the nominal value in accordance with clause 6.4(d)) then the BBY Shareholders may then elect instead to receive the Excess Value Deficit in cash and CPW shall then pay such amount within ten Business Days of such election by the BBY Shareholders.

(i)

CPW shall only issue Top-Up Shares in accordance with this clause 6.4 in accordance with the Prospectus Rules, the Listing Rules, the FSMA, CA 2006, its corporate authorisations and applicable law.

6.5

Dividend Balancing Payment

(a)

This clause 6.5 is conditional on the aggregate of the Realised Value and the Retained Value being not less than £64,000,000 and not more than £80,000,000 on the True-Up Date (the " Dividend Condition ").

(b)

Subject to the satisfaction of the Dividend Condition, CPW shall pay the relevant BBY Shareholders within ten Business Days of the True-Up Date an amount equal to the lower of:

(i)

the value of all dividends and other distributions CPW would have paid or made (as the case may be) on any Consideration Shares held by the relevant member of the BBY Shareholders' Group on the record date for such dividend or distribution if the Dividend Waiver Deed had not been entered into in accordance with this deed; and

(ii)

the amount by which the Realised Value exceeds £64,000,000 but is less than £80,000,000.

6.6

Orderly Market

(a)

Subject to clause 6.6(b), any Consideration Shares and any Top-Up Shares held by any member of the BBY Shareholders' Group at the end of the Lock-in Period shall only be the subject of a Disposal by such member of the BBY Shareholders' Group in such manner as the BBY Brokers may reasonably require so as to ensure an orderly market in CPW's Shares.

(b)

The restriction in clause 6.6(a) shall cease to have effect once the BBY Shareholders' Group hold, in aggregate, less than 4 million Consideration Shares and Top-Up Shares in aggregate.

7.

POST-COMPLETION AND OTHER OBLIGATIONS

7.1

Obligations of BBY

7.2

Obligations of CPW

7.3

JV Co Tax Returns

(a)

prepare their Tax Returns (including all computations and the provision of financial information, together with all necessary claims, elections, surrenders and notices required for such returns); and

(b)

defend any Tax audit conducted by any Tax Authority;

8.

RESTRICTIVE COVENANTS

8.1

Restriction of BBY Shareholders

8.2

Non-Solicitation

(a)

no member of the BBY Shareholders' Group in respect of each member of CPW's Group; and

(b)

no member of CPW's Group in respect of each member of the BBY Shareholders' Group,

8.3

Severance

8.4

Exceptions from restrictions

(a)

carrying on or being engaged, concerned or interested in, anywhere in the world, any business (not being a CPW Competing Business) which it carries on at Completion or in which it is at Completion engaged, concerned or interested (or any reasonable extension or development of any such business);

(b)

without prejudice to the generality of the foregoing, carrying on or being engaged in the sale or licensing to original equipment manufacturers of software solutions for the provision of mobile device activation or mobile device airtime services from network operators provided such solution is being marketed to original equipment manufacturers for use in at least one country other than a country that is within the Territory,

(c)

carrying on or being engaged, concerned or interested in, anywhere in the world, online sales from one country into another country from an online channel not otherwise constituting a CPW Competing Business;

(d)

holding shares or stock quoted or dealt in on a recognised investment exchange (as defined in the FSMA) in any part of the world so long as not more than five (5) per cent of the shares or stock of any class of any one company (other than CPW) is so held;

(e)

solicitation of employment to any persons listed in schedule 11; and

(f)

general solicitation to the public of employment and to which any person responds without any other specific and deliberate solicitation.

8.5

Secondees

(a)

As soon as practicable after Completion, the Parties shall terminate the secondments of all persons (other than Daniel Lindholm and Dean Dhinsa) who are seconded:

(i)

from any member of the BBY Shareholders' Group to any member of CPW's Group; or

(ii)

from any member of CPW's Group to any member of the BBY Shareholder's Group.

(b)

As soon as reasonably practicable after Completion, BBY or an Affiliate shall make an employment offer to Daniel Lindholm and, subject to him accepting such offer, CPW shall provide such cooperation and assistance as may be reasonably requested by BBY and / or its relevant Affiliate in connection with the transfer of his employment to BBY or its Affiliate.

8.6

Modification of restrictions

8.7

Confidential Information relating to the Group

(a)

Each of the BBY Shareholders jointly and severally undertakes to and covenants with CPW that (save with the prior consent in writing of CPW) they shall not, and shall procure that each member of the BBY Shareholders' Group shall not, at any time after Completion:

(i)

use or procure or cause or (so far as they are able) permit the use of any name or names identical or substantially similar to or including the words "Carphone Warehouse" or "The Phone House" or "CPW" or "Mobiles.co.uk" or "e2save" or "Onestopphoneshop" or "Dialaphone" or any colourable imitation thereof in connection with any business activity.

(ii)

hold itself out as being a part of the Group or commit or attempt to commit JV Co or any other member of the group to any contract or arrangement (whether oral or in writing).

(b)

CPW undertakes to and covenants with the BBY Shareholders that (save with the prior consent in writing of the BBY Shareholders) it shall not, and shall procure that each member of CPW's Group shall not, at any time after Completion hold itself out as being a part of the BBY Shareholders' Group or commit or attempt to commit any member of the BBY Shareholders' Group to any contract or arrangement (whether oral or in writing).

9.

WARRANTIES

9.1

Warranties of the BBY Parties

(a)

Each of the BBY Parties jointly and severally warrant to CPW in the terms set out in schedule 6. Each of the BBY Parties' Warranties is made on the date of this deed and is deemed to be repeated each day up to and including the date of Completion.

(b)

Each of the BBY Parties' Warranties shall be construed as a separate and independent warranty and (except pursuant to clause 9.2) shall not be limited or restricted by reference to or inference from any other term of this deed or any other of the BBY Shareholders' Warranties.

(c)

Each of the BBY Shareholders and BBY waive and may not enforce (and shall procure that each member of the BBY Shareholders' Group shall waive and not enforce) any rights which any of them may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any member of the Group or any of their respective officers or employees from time to time enabling the BBY Shareholders to give the BBY Shareholders' Warranties.

9.2

Limitation on liability of the BBY Parties

9.3

Warranties of CPW

(a)

CPW warrants to the BBY Shareholder in the terms set out in schedule 8. Each of CPW's Warranties is made on the date of this deed and is deemed to be repeated each day up to and including the date of to Completion, except where any of CPW's Warranties is expressly stated as being given only on the date of this deed.

(b)

Each of CPW's Warranties shall be construed as a separate and independent warranty and (except pursuant to clause 9.4) shall not be limited or restricted by reference to or inference from any other term of this deed or any other of CPW's Warranties.

9.4

Limitation on liability of CPW

9.5

Knowledge

9.6

Rescission

10.

ANNOUNCEMENTS, CONFIDENTIALITY AND RETURN OF INFORMATION

10.1

Prior approval of announcements

10.2

Notices to customers etc.

10.3

Prospectus and Circular

10.4

Consultation

10.5

Confidentiality

(a)

the provisions of this deed, or any document or deed entered into pursuant to this deed;

(b)

the negotiations leading up to or relating to this deed; or

(c)

any of the other Parties,

(i)

required by the law of any jurisdiction;

(ii)

properly required by any applicable securities exchange, supervisory or regulatory or governmental body to which the relevant Party is subject or submits, wherever situated, whether or not the requirement for disclosure has the force of law;

(iii)

made to the relevant Party's professional advisers, auditors, bankers or lender of money or the professional advisers, auditors, bankers or lender of money of any Affiliate of the relevant Party; or

(iv)

of information that has already come into the public domain through no fault of the relevant Party or any other member of that Party's group of companies.

11.

COUNTERPARTS

12.

VARIATION, WAIVER AND CONSENT

13.

ENTIRE AGREEMENT

14.

PAYMENTS

(a)

if that payment is to BBY Distributions, as notified to CPW within 21 days of the date of this deed or such other account as BBY Distributions shall, not less than five Business Days before the date that payment is due, have specified by giving notice to CPW for the purpose of that payment (the " BBY Distributions Account ");

(b)

if that payment is to BBY HoldCo, as notified to CPW within 21 days after the date of this deed or such other account as BBY HoldCo shall, not less than five Business Days before the date that payment is due, have specified by giving notice to CPW for the purpose of that payment (the " BBY HoldCo Account "); and

(c)

if that payment is to CPW, the account of CPW at:

15.

INTEREST

16.

NOTICES

16.2

References to time in this clause are to local time in the country of the addressee.

16.3

No notice shall be effective by email or by fax unless agreed by all of the relevant Parties at the relevant time.

16.4

The addresses of the Parties for the purpose of clause 16.1 are as follows:

(a)

BBY Distributions

(b)

BBY HoldCo

(c)

BBY

(d)

CPW

(e)

JV Co

16.5

A Party may notify all other Parties to this deed of a change to its name, relevant addressee or address for the purposes of this clause 16, provided that, such notice shall only be effective on:

(a)

the date specified in the notification as the date on which the change is to take place; or

(b)

if no date is specified or the date specified is less than five Business Days after the date on which notice is given, the date following five Business Days after notice of any change has been given.

(a)

all expenses of CPW's Group in connection with the preparation, printing, distribution and filing of the Prospectus (or any other prospectus, listing particular or offer document) or Supplementary Prospectus;

(b)

all fees and expenses of CPW's Group in connection with the applications for the CPW Admission;

(c)

all costs and expenses of CPW's Group in connection with CREST and CPW's registrar; and

(d)

all costs and expenses of CPW's Group arising as a result of the allotment, issue or delivery of Ordinary Shares by CPW to or for the account of the BBY Shareholders.

18.

THIRD PARTY RIGHTS

19.

CONTINUING EFFECT

21.

TRANSFER OF ASSETS

21.1

Group Assets

21.2

BBY Assets

22.

FURTHER ASSISTANCE

23.

SEVERABILITY

24.

GOVERING LAW AND SUMISSION TO JURISDICTION

24.1

Governing law

24.2

Submission to jurisdiction

1.

(i) the FCA having acknowledged to CPW or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the Ordinary Shares and the Consideration Shares to the Official List has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject) will become effective as soon as a dealing notice has been issued by the FCA and any listing conditions satisfied; and (ii) the London Stock Exchange having acknowledged to CPW or its agent (and such acknowledgement not having been withdrawn) that the Ordinary Shares and the Consideration Shares will be admitted to trading on its main market for listed securities (subject in the case of (i) and (ii), if applicable, to the allotment of the Consideration Shares); and

2.

(i) the Autorité de la concurrence having adopted a decision under Book IV of the French Commercial Code (Article L430) concerning the control of concentrations between undertakings as amended from time to time (the " French Merger Regulation ") declaring that the transactions contemplated by this deed will not substantially lessen competition for the purposes of Article L.430-6 of the French Merger Regulation, either unconditionally or subject to such conditions, obligations, undertakings or modifications as shall be reasonably acceptable to CPW; or (ii) no decision having been issued by the Autorité de la concurrence within the time limit provided by Article L. 430-5 of the French Regulation; or (iii) the Autorité de la concurrence having issued a comfort letter declaring that the transactions contemplated by this deed fall outside of the scope of review for the purposes of French Merger Regulation.

1.

an original copy of the Amendment and Termination Agreement duly executed by all parties named therein that are members of the BBY Shareholders' Group;

2.

an original copy of the New Geek Squad Trademark Licence Amendment duly executed by Best Buy International Finance S.a.r.l, BBY and Best Buy Enterprise Services Inc.;

3.

an original copy of the Dividend Waiver Deed(s) duly executed by the BBY Shareholders;

4.

certified copies of any powers of attorney under which any of the documents referred to in this schedule is executed or evidence reasonably satisfactory to CPW of the authority of any person signing on behalf of the BBY Parties;

5.

an original copy of a resolution of the board of directors (or equivalent) of each of the BBY Parties (certified by a duly appointed officer as true and correct) authorising the execution of and the performance by such BBY Party of its respective obligations under this deed and each of the other documents to be executed by such BBY Party;

6.

an original copy of the Letter of Authority duly executed by the BBY Shareholders; and

1.

At Completion:

(a)

JV Co shall pay the Cash Consideration to the BBY Shareholders in accordance with clause 3.2;

(b)

CPW shall satisfy the obligation to issue the Consideration Shares to the BBY Shareholders in accordance with clause 3.4 by:

(i)

procuring that CPW's register of members is updated to reflect the issuance of the Consideration Shares in accordance with the terms of this deed;

(ii)

procuring that the Consideration Shares be transferred to the CREST account of BBY HoldCo (as notified by BBY HoldCo to CPW not less than three Business Days prior to Completion) or, if no such account is notified, for share certificates to be delivered to BBY HoldCo within five Business Days of Completion; and

(iii)

procuring that the CPW Admission occur by no later than 8.00 a.m. on the Trading Day immediately following the Completion Date,

(c)

CPW shall deliver to the BBY Shareholders:

(i)

an original copy of the Amendment and Termination Agreement duly executed by all parties named therein (other than those parties that are members of the BBY Shareholders' Group);

(ii)

an original copy of the New Geek Squad Trademark Licence Agreement duly executed by CPW and JV Co.;

(iii)

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

(iv)

certified copies of any powers of attorney under which any of the documents referred to in this part 2 is executed or other evidence satisfactory to the BBY Shareholders of the authority of the person signing on CPW's behalf;

(v)

an original copy of the Letter of Authority duly executed by CPW; and

(vi)

an original copy of the Payment Instruction Letter duly executed by CPW.

1.

TITLE TO SHARES

1.1

The Reduction Shares are fully paid or credited as fully paid and the BBY Shareholders are the sole owners of the Reduction Shares.

1.2

There is no Encumbrance on, over or affecting the Reduction Shares and there is no deed or commitment to give or create any Encumbrance or negotiations which may lead to such a deed or commitment and no claim has been made by any person to be entitled to an Encumbrance in relation thereto.

1.3

Other than the Reduction Shares, no member of the BBY Shareholders' Group holds any shares in any member of the Group.

2.

CAPACITY OF BBY PARTIES

2.1

Each of the BBY Parties has full power and authority and has obtained all corporate authorisations required to empower it to enter into the Transaction Documents and each of the documents in the agreed form to be executed on or before Completion to which it is a party and to perform its obligations thereunder in accordance with their terms and each shall (when executed) constitute valid and binding obligations on such BBY Party in accordance with its respective terms.

2.2

Neither the entry into of the Transaction Documents nor the implementation of the transactions contemplated by the Transaction Documents by the BBY Parties will:

(a)

violate or conflict with the provisions of their constitutional documents;

(b)

amount to a material violation or breach of any applicable laws or regulations in any relevant jurisdiction;

(c)

amount to a violation or default with respect to any relevant order, decree or judgment of any court or any governmental or regulatory authority in any jurisdiction to which any member of the BBY Shareholders' Group is a party or by which any member of the BBY Shareholders' Group is bound which violation or default is material in the context of the transactions contemplated by this deed; or

(d)

result in a breach of, or constitute a default under, any instrument to which one or more of the BBY Parties are a party or by which one or more of the BBY Parties are bound, which breach or default is material in the context of the transactions contemplated by this deed.

2.3

Other than this deed, the Shareholders Agreement, and the Option Agreement, no member of the BBY Shareholders' Group is a party to or aware of any agreement, arrangement or obligation requiring the creation, allotment, issue, transfer, redemption or repayment of or grant to any person of the right (whether conditional or not) to require the allotment, issue, transfer, redemption or repayment of, any shares in the capital of JV Co or any other member of the Group (including without limitation, an option or right of pre-emption or conversion).

2.4

The Reduction Shares have not since 30 June 2008 been the subject of a transaction at an undervalue within the meaning of part IX or part VI of the Insolvency Act 1986.

3.

NO CONTRACTS, ASSETS OR EMPLOYEES

3.1

No member of the BBY Shareholders' Group has entered into or agreed to enter into any contract or arrangement (whether oral or in writing but excluding any contract or arrangement of which CPW is aware of at the time this warranty is made) with any party (whether or not a party to this deed) that has created or will create any obligation on or confer any benefit to (in each case whether legally binding or not) the JV Co and/ or any member of the Group.

3.2

As far as the BBY Shareholders are aware, no member of the Group is using any asset including any intellectual property of any member of the BBY Shareholders' Group except:

(a)

pursuant to (i) any licence in force as at the date of this deed; and/or (ii) the Geek Squad Trademark Licence and the New Geek Squad Trademark Licence; and/or

(b)

any asset used by the Group in relation to the marketing and sale of own branded products of the BBY's Shareholders Group.

3.3

No member of the BBY Shareholders' Group is a party to any contract or arrangement (whether oral or in writing and whether legally binding or not (but excluding any contract or arrangement of which CPW is aware of at the time this warranty is made)) with any member of the Group other than the Transaction Documents, the Deed of Assignment and Amendment and the Tax Sharing Deed or in the ordinary course of business.

3.4

As far as the BBY Shareholders are aware, no employees of the BBY Shareholders' Group are working for, whether under secondment or not, any member of the Group (but excluding any employees of the BBY Shareholders' Group working for any member of the Group to the extent CPW is aware of that at the time this warranty is made).

4.

INSOLVENCY ETC..

4.1

No order is outstanding, or so far as the BBY Shareholders' are aware, has been made, or petition presented or meeting convened by any shareholder or creditor of any member of the BBY Shareholders' Group for the winding up of any member of the BBY Shareholders' Group, or so far as the BBY Shareholders are aware for the appointment of any provisional liquidator, and so far as the BBY Shareholders are aware there are no cases or proceedings under any applicable insolvency, reorganisation or similar laws in any relevant jurisdiction.

4.2

Administration and receivership.