0001181431-05-048852 Sample Contracts

AMENDED AND RESTATED STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 25th, 2005 • Cellstar Corp • Wholesale-electronic parts & equipment, nec

This Amended and Restated Stock Purchase Agreement (this "Agreement") is entered into this 24th day of August, 2005, by and between CellStar International Corporation/Asia, a Delaware corporation with an address of 1730 Briercroft Court, Carrollton, Texas, U.S.A. 75006 ("CICA"), as the sole owner of all of issued and outstanding shares of voting capital stock (the "Stock") of CellStar (Asia) Corporation Limited, a company organized and existing under the laws of Hong Kong (the "Company"), and Fine Day Holdings Limited, a British Virgin Islands company ("Newco") with an address of c/o Stephan, Oringher, Richman & Theodora, 2029 Century Park East, Sixth Floor, Los Angeles, California, U.S.A. 90067

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 25th, 2005 • Cellstar Corp • Wholesale-electronic parts & equipment, nec

This Stock Purchase Agreement (this "Agreement") is entered into this 21st day of August, 2005 ("Effective Date"), by and between CellStar International Corporation/Asia, a Delaware corporation with an address of 1730 Briercroft Court, Carrollton, Texas, U.S.A. 75006 ("CICA"), as the sole owner of all of issued and outstanding shares of voting capital stock (the "Stock") of CellStar (Asia) Corporation Limited, a company organized and existing under the laws of Hong Kong (the "Company"), and An-Hsien Horng, an individual with an address of ___________________________ ("Horng"), on behalf of an entity to be established and designated by him in writing to CICA in accordance with the notice provisions of this Agreement on or before the time for deposit into escrow described in Section 1 below and which will be deemed to have been and be the party to this Agreement ("Newco").

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