CLHI / CLST Holdings, Inc. - Depositi SEC, Relazione annuale, dichiarazione di delega

CT ORDER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION January 21, 2011 ORDER GRANTING CONFIDENTIAL TREATMENT UNDER THE SECURITIES EXCHANGE ACT OF 1934 CLST Holdings, Inc.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 27, 2010 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 0-22972 CLST Holdings, Inc. (Exact name of registrant as specified in its ch

MEMORANDUM OF UNDERSTANDING

Exhibit 10.1 MEMORANDUM OF UNDERSTANDING This memorandum of understanding (“MOU”) is entered into as of December 13, 2010 by and among the parties in the action captioned Ron Phillips and Scott Moorehead, Derivatively on Behalf of CLST Holdings, Inc., v. Timothy S. Durham, Robert A. Kaiser, and David Tornek, Cause No. 10-07655 (the “State Action”), now pending in the District Court, 134th Judicial

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 13, 2010 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. E

SALE AND ASSIGNMENT

Exhibit 10.4 EXECUTION COPY SALE AND ASSIGNMENT THIS SALE AND ASSIGNMENT, dated as of October 29, 2010 (this “Agreement”), is entered into between FCC Investment Trust I (the “Seller”) and 50-by-50 LLC (the “Buyer”). WHEREAS, the Buyer desires to purchase from the Seller and the Seller desires to sell to the Buyer a portfolio of receivables with, among other things, certain related security and ri

AMENDED AND RESTATED NOTE

Exhibit 10.2 AMENDED AND RESTATED NOTE $25,763,950.23 October 29, 2010 THIS NOTE (THE “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THIS NOTE IS

FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1 EXECUTION COPY FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is executed as of October 29, 2010, by and among FCC INVESTMENT TRUST I, a Delaware statutory trust (the “Borrower”), FORTRESS CREDIT CO LLC, a Delaware limited liability company (“Fortress”), in its capacity as the administrative agent (the “Administrative Agent”), FORTRESS

SALE AND ASSIGNMENT

Exhibit 10.3 EXECUTION COPY SALE AND ASSIGNMENT THIS SALE AND ASSIGNMENT, dated as of August 31, 2010 (this “Agreement”), is entered into between CLST Asset Trust II (the “Seller”) and FCC Investment Trust I (the “Buyer”). WHEREAS, the Buyer desires to purchase from the Seller and the Seller desires to sell to the Buyer a portfolio of receivables originated or acquired by the Seller in the ordinar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) October 29, 2010 CLST Holdings, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) October 29, 2010 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-22972 CLST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 23, 2010 CLST Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 23, 2010 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. Emplo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-22972 CLST HO

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 23, 2010 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. Emplo

Cause No.10-07655

Exhibit 99.1 Cause No.10-07655 FILED 10 JUN 23 AM 9:29 GARY FITZSIMMONS DISTRICT CLERK DALLAS CO., TEXAS RON PHILLIPS AND SCOTT § IN THE DISTRICT COURT OF MOOREHEAD, Derivatively on Behalf of § CLST HOLDINGS, INC., § DALLAS COUNTY, TEXAS § Plaintiffs, § 298th-M JUDICIAL DISTRICT § vs. § § TIMOTHY S. DURHAM, ROBERT A. § KAISER, and DAVID TORNEK, § § Defendants, § -and- § § CLST HOLDINGS, INC., a De

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* CLST Holdings, Inc. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) (CUSIP

MacPac 8.0 Normal template UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* CLST Holdings, Inc. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 12564R103 (CUSIP Number) RED OAK PARTNERS, LLC Attn: David Sandberg 654 Broadway, Suite 5 New York, NY 10012 (212) 614-8952 (Name

AMENDED AND RESTATED PLAN OF DISSOLUTION OF CLST HOLDINGS, INC.

Exhibit 10.1 AMENDED AND RESTATED PLAN OF DISSOLUTION OF CLST HOLDINGS, INC. This Plan of Dissolution (the “Plan of Dissolution”) is intended to accomplish the complete liquidation and dissolution of CLST Holdings, Inc., f/k/a CellStar Corporation, a Delaware corporation (“CellStar” or the “Company”), in accordance with the Delaware General Corporation Law (the “DGCL”) and Sections 331 and 336 of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 17, 2010 CLST Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 17, 2010 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. Emplo

AMENDMENT TO RIGHTS AGREEMENT

Exhibit 4.1 Execution Version AMENDMENT TO RIGHTS AGREEMENT This Amendment (this “Amendment”), to the Rights Agreement (the “Rights Agreement”), dated as of February 13, 2009, by and between CLST Holdings, Inc. (the “Company”) and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”), is entered into by and between the Company and the Rights Age

CLST Holdings, Inc. Announces Amendment of Rights Plan and Plan of Dissolution

Exhibit 99.1 CLST Holdings, Inc. News Release Contacts: Robert A. Kaiser President, Chief Executive Officer (972) 267-0500 FOR IMMEDIATE RELEASE CLST Holdings, Inc. Announces Amendment of Rights Plan and Plan of Dissolution DALLAS, June 18, 2010 — CLST Holdings, Inc. (Pink Sheets: CLHI.PK) announced today that on June 17, 2010, the Board of Directors of the Company approved amendments to its stock

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 17, 2010 CLST Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 17, 2010 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. Emplo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A AMENDMENT NO. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CLST Holdings, Inc. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A AMENDMENT NO. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 75-2479727 (State of incorporation or organization) (I.R.S. Employer Identification No.) 17304

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 19, 2010 CLST Holdings, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 19, 2010 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employ

1345 AVENUE OF THE AMERICAS

Exhibit 99.1 1345 AVENUE OF THE AMERICAS 46TH FLOOR NEW YORK, NY 10105 TEL 212 798-6100 May 19, 2010 VIA FACSIMILE AND OVERNIGHT MAIL CLST ASSET TRUST II 17304 Preston Road, Suite 420 Dallas, Texas 75252 Re: Notice of Default, Termination Date and Imposition of Default Rate Ladies and Gentlemen: Reference is made herein to that certain Second Amended and Restated Revolving Credit Agreement, dated

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 13, 2010 CLST Holdings, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 13, 2010 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction of Incorporation) (Commission File Numb

1345 AVENUE OF THE AMERICAS 46TH FLOOR NEW YORK, NY 10105 TEL 212 798-6100

Exhibit 10.1 1345 AVENUE OF THE AMERICAS 46TH FLOOR NEW YORK, NY 10105 TEL 212 798-6100 May 13, 2010 VIA FACSIMILE AND OVERNIGHT MAIL CLST ASSET TRUST II 17304 Preston Road, Suite 420 Dallas, Texas 75252 Re: Notice of Event of Default; Reservation of Rights Ladies and Gentlemen: Reference is made herein to that certain Second Amended and Restated Revolving Credit Agreement, dated as of December 10

An account is contractually delinquent if we do not receive the monthly payment by the specified due date. After accounts are delinquent for 120 days for CLST Asset I and 90 days for CLST Asset II, a provision (reserve) is made for the account balanc

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-22972 CL

CERTIFICATE OF DISSOLUTION CLST HOLDINGS, INC.

Exhibit 4.1 CERTIFICATE OF DISSOLUTION OF CLST HOLDINGS, INC. Pursuant to the provisions of §275 of the Delaware General Corporation Law (the “DGCL”), CLST Holdings, Inc. (the “Corporation”), organized and existing under the DGCL, adopts the following Certificate of Dissolution for the purpose of dissolving: 1) The name of the Corporation is CLST Holdings, Inc. 2) The dissolution of the Corporatio

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 26, 2010 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. Empl

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION CLST HOLDINGS, INC. § § Plaintiff, § § v. § CIVIL ACTION NO. 3-09CV00291-P § RED OAK PARTNERS, LLC; § RED OAK FUND, L.P.; § PINNACLE PARTNERS, LLC; § PINNACLE FUND

Exhibit 99.1 IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION CLST HOLDINGS, INC. § § Plaintiff, § § v. § CIVIL ACTION NO. 3-09CV00291-P § RED OAK PARTNERS, LLC; § RED OAK FUND, L.P.; § PINNACLE PARTNERS, LLC; § PINNACLE FUND LLLP; § BEAR MARKET OPPORTUNITY § FUND, L.P.; and § DAVID SANDBERG, § § Defendants, § § v. § § TIMOTHY DURHAM; § ROBERT KAISER; and § DA

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 17, 2010 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. Empl

CLST Holdings, Inc. (formerly known as CellStar Corporation) List of Subsidiaries and Affiliates [100% Owned by CLST Holdings, Inc. Unless Otherwise Indicated]

Exhibit 21.1 CLST Holdings, Inc. (formerly known as CellStar Corporation) List of Subsidiaries and Affiliates [100% Owned by CLST Holdings, Inc. Unless Otherwise Indicated] Name Incorporation CLST Holdings, Inc. (f/k/a CellStar Corporation) Delaware CLST Financo, Inc. (f/k/a CellStar Financo, Inc.) Delaware CLST Asset I, LLC Delaware FCC Investment Trust I, LLC Delaware CLST Asset II, LLC Delaware

1345 AVENUE OF THE AMERICAS 46TH FLOOR NEW YORK, NY 10105 TEL 212 798-6100

Exhibit 10.13 1345 AVENUE OF THE AMERICAS 46TH FLOOR NEW YORK, NY 10105 TEL 212 798-6100 December 2, 2009 VIA FACSIMILE AND OVERNIGHT MAIL SUMMIT ALTERNATIVE INVESTMENTS, LLC 50 West Liberty Street, Suite 980 Reno, Nevada 89501 SUMMIT CONSUMER RECEIVABLES FUND, L.P. 50 West Liberty Street, Suite 980 Reno, Nevada 89501 SSPE, LLC 50 West Liberty Street, Suite 980 Reno, Nevada 89501 Attention: Eric J

PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER PROOF CLST Holdings, Inc. This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agre

Exhibit 4.1 This Certificate is Transferable in Jersey City, NJ, New York, NY and Pittsburgh, PA COMMON STOCK PAR VALUE $.01 PER SHARE C This Certifies that is the record holder of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.01 PER SHARE, OF CLST Holdings, Inc. (herein called the “Corporation”) transferable on the books of the Corporation in person or by duly authorized A

· a senior officer (which shall include at a minimum each vice president and Section 16 officer) or director of the Company · a stockholder owning in excess of five percent of the Company (or its controlled affiliates) · a person who is an immediate

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-22972

In The Court of Appeals Fifth District of Texas at Dallas No. 05-10-00237-CV CLST HOLDINGS, INC., Appellant RED OAK PARTNERS, LLC, PINNACLE FUND, LLP, AND RED OAK FUND, LP, Appellees On Appeal from the 134th Judicial District Court Dallas County, Tex

Exhibit 99.1 Opinion issued March 3, 2010 In The Court of Appeals Fifth District of Texas at Dallas No. 05-10-00237-CV CLST HOLDINGS, INC., Appellant V. RED OAK PARTNERS, LLC, PINNACLE FUND, LLP, AND RED OAK FUND, LP, Appellees On Appeal from the 134th Judicial District Court Dallas County, Texas Trial Court Cause No. 09-02404 MEMORANDUM OPINION Before Chief Justice Wright and Justices O’Neill and

CLST Holdings, Inc. Announces Appellate Court Ruling Voiding State Court Order to Hold Annual Meeting

Exhibit 99.2 CLST Holdings, Inc. News Release Contacts: Robert A. Kaiser President, Chief Executive Officer (972) 267-0500 FOR IMMEDIATE RELEASE CLST Holdings, Inc. Announces Appellate Court Ruling Voiding State Court Order to Hold Annual Meeting DALLAS, March 9, 2010 — CLST Holdings, Inc. (Pink Sheets: CLHI.PK) announced today that on March 3, 2010 the Fifth District Court of Appeals at Dallas, T

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 3, 2010 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. Emplo

WAIVER AND RELEASE TO REVOLVING CREDIT AGREEMENT

Exhibit 10.2 EXECUTION COPY WAIVER AND RELEASE TO REVOLVING CREDIT AGREEMENT THIS WAIVER AND RELEASE TO REVOLVING CREDIT AGREEMENT (this ?Waiver?) is made as of February 26, 2010, among CLST Asset Trust II, a Delaware statutory trust, as a borrower (?Trust II?), SSPE Investment Trust I, a Delaware statutory trust, as a borrower (?Trust I Borrower?), SSPE, LLC, a Delaware limited liability company,

1345 AVENUE OF THE AMERICAS 46TH FLOOR NEW YORK, NY 10105 TEL 212 798-6100

Exhibit 10.1 1345 AVENUE OF THE AMERICAS 46TH FLOOR NEW YORK, NY 10105 TEL 212 798-6100 February 8, 2010 VIA FACSIMILE AND OVERNIGHT MAIL SUMMIT ALTERNATIVE INVESTMENTS, LLC 50 West Liberty Street, Suite 980 Reno, Nevada 89501 SUMMIT CONSUMER RECEIVABLES FUND, L.P. 50 West Liberty Street, Suite 980 Reno, Nevada 89501 SSPE, LLC 50 West Liberty Street, Suite 980 Reno, Nevada 89501 Attention: Eric J.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 2, 2010 CLST Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 2, 2010 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. Emplo

Cause No. 09-02404

Exhibit 99.1 Cause No. 09-02404 RED OAK PARTNERS, LLC, § IN THE DISTRICT COURT PINNACLE FUND, LLLP, RED OAK § FUND, LP, and JEFFREY S. JONES, § Derivatively on Behalf of CLST § HOLDINGS, INC., and on Behalf of § Themselves, § § Plaintiffs, § § VS. § § DALLAS COUNTY, TEXAS ROBERT A. KAISER, TIMOTHY S. § DURHAM, and DAVID TORNEK, § § Defendants, § § and § § CLST HOLDINGS, INC., a Delaware § corporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 2, 2010 CLST Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 2, 2010 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. Emplo

CLST Holdings, Inc. Announces Filing of Certificate of Dissolution Trading of Common Stock to cease after June 24, 2010

Exhibit 99.2 CLST Holdings, Inc. News Release Contacts: Robert A. Kaiser President, Chief Executive Officer (972) 267-0500 FOR IMMEDIATE RELEASE CLST Holdings, Inc. Announces Filing of Certificate of Dissolution Trading of Common Stock to cease after June 24, 2010 DALLAS, March 5, 2010 — CLST Holdings, Inc. (Pink Sheets: CLHI.PK) hereby provides notice, in accordance with its previously announced

March 23, 2010

Meeting Date: March 23, 2010 2008 and 2009 Annual Meeting of Stockholders of CLST Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statem

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response . . . 2.50 SEC FILE NUMBER 000-22972

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response . . . 2.50 SEC FILE NUMBER 000-22972 CUSIP NUMBER 12564R103 (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: November 3

CLST Holdings, Inc. Announces Court’s Issuance of Temporary Restraining Order in State Court Action

Exhibit 99.2 CLST Holdings, Inc. News Release Contacts: Robert A. Kaiser President, Chief Executive Officer (972) 267-0500 FOR IMMEDIATE RELEASE CLST Holdings, Inc. Announces Court?s Issuance of Temporary Restraining Order in State Court Action DALLAS, February 25, 2010 ? CLST Holdings, Inc. (Pink Sheets: CLHI.PK) announced today that on February 24, 2010, in its state court action with Red Oak in

CAUSE NO. 09-02404

Exhibit 99.1 CAUSE NO. 09-02404 RED OAK PARTNERS, LLC, ET. AL § IN THE DISTRICT COURT § § V. § DALLAS COUNTY, TEXAS § § ROBERT A. KAISER, ET. AL § 134TH JUDICIAL DISTRICT TEMPORARY RESTAINING ORDER AND ORDER GRANTING MOTION FOR EXPEDITED DISCOVERY Having considered the Plaintiffs’ Application for a Temporary Restraining Order, Defendant CLST’s Response, the other pleadings on file, and the argumen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 24, 2010 CLST Holdings, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 24, 2010 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* CLST Holdings, Inc. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) (CUSIP

MacPac 8.0 Normal template UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* CLST Holdings, Inc. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 150925204 (CUSIP Number) RED OAK PARTNERS, LLC Attn: David Sandberg 654 Broadway, Suite 5 New York, NY 10012 (212) 614-8952 (Name

EX-99.B

Exhibit 99B

RED OAK PARTNERS, LLC 654 Broadway, Suite 5A | New York, New York 10012 Telephone (212) 614-8952 | Facsimile (646) 390-6784

RED OAK PARTNERS, LLC 654 Broadway, Suite 5A | New York, New York 10012 Telephone (212) 614-8952 | Facsimile (646) 390-6784 February 23, 2010 CLST Holdings, Inc.

RED OAK PARTNERS, LLC 654 Broadway, Suite 5 | New York, New York 10012 Telephone (212) 614-8952 | Facsimile (646) 390-6784

RED OAK PARTNERS, LLC RED OAK PARTNERS, LLC 654 Broadway, Suite 5 | New York, New York 10012 Telephone (212) 614-8952 | Facsimile (646) 390-6784 February 23, 2010 CLST Holdings, Inc.

CLST Holdings, Inc. Announces Court’s Issuance of Orders in State Court Action

Exhibit 99.3 CLST Holdings, Inc. News Release Contacts: Robert A. Kaiser President, Chief Executive Officer (972) 267-0500 FOR IMMEDIATE RELEASE CLST Holdings, Inc. Announces Court’s Issuance of Orders in State Court Action DALLAS, February 22, 2010 — CLST Holdings, Inc. (Pink Sheets: CLHI.PK) announced today that on February 15, 2010, in its state court action with Red Oak in the 134th District C

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 15, 2010 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 3

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 3 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

CLHI 20091014 PRRN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

CAUSE NO. 09-02404

Exhibit 99.2 CAUSE NO. 09-02404 RED OAK PARTNERS, LLC, ET. AL ? IN THE DISTRICT COURT ? ? V. ? DALLAS COUNTY, TEXAS ? ? ROBERT A. KAISER, ET. AL ? 134TH JUDICIAL DISTRICT ORDER REINSTATING CASE On the Court?s own motion, this case is reopened and reinstated on a two-week trial docket beginning June 1, 2010 (Monday, May 31, 2010, is a Dallas County holiday). DATED: February 15, 2010. /s/ JAMES M. S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 3 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2009 OR o TRANSI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 3 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 3

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 3 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

CAUSE NO. 09-02404

Exhibit 99.1 CAUSE NO. 09-02404 RED OAK PARTNERS, LLC, ET. AL ? IN THE DISTRICT COURT ? ? V. ? DALLAS COUNTY, TEXAS ? ? ROBERT A. KAISER, ET. AL ? 134TH JUDICIAL DISTRICT ORDER AND INTERLOCUTORY PARTIAL SUMMARY JUDGMENT Having considered the Red Oak Plaintiffs? Motion for Summary Relief, Summary Judgment, and Application for Injunctive Relief to Compel CLST Holdings Inc.? s Annual Stockholders? Me

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

CLHI 20091014 PRRN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

CLHI 20091014 PRRN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

CT ORDER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 10, 2010 CLST Holdings, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 10, 2010 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. E

CT ORDER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 9, 2010 CLST Holdings, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 9, 2010 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. Em

CLST Holdings, Inc. Announces Filing of Certificate of Dissolution Trading of Common Stock to cease after February 26, 2010

Exhibit 99.1 CLST Holdings, Inc. News Release Contacts: Robert A. Kaiser President, Chief Executive Officer (972) 267-0500 FOR IMMEDIATE RELEASE CLST Holdings, Inc. Announces Filing of Certificate of Dissolution Trading of Common Stock to cease after February 26, 2010 DALLAS, February 9, 2010 — CLST Holdings, Inc. (Pink Sheets: CLHI.PK) announced today that it plans to file its Certificate of Diss

An account is contractually delinquent if we do not receive the monthly payment by the specified due date. After accounts are delinquent for 120 days, a provision (reserve) is made for the account balance. As of August 31, 2009, the allowance for dou

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 2 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 2

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 2 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.2 EXECUTION COPY FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this ?Amendment?) is made as of May 20, 2009, among CLST Asset Trust II, a Delaware statutory trust, as a borrower (?Trust II?), SSPE Investment Trust I, a Delaware statutory trust, as a borrower (?Trust I?), SSPE, LLC, a Delaware limited liability company, as a borrower (the ?LLC Borrower? an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 2

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 2 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 18, 2010 CLST Holdings, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 18, 2010 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 15, 2009 CLST Holdings, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 15, 2009 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Filed by the Registrant o Filed by a Party other than the Registrant x Check the appr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statem

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

United States Securities and Exchange Commission PHILADELPHIA REGIONAL OFFICE Mellon Independence Center 701 Market Street, Suite 2000 Philadelphia, Pennsylvania 19106-1532 TELEPHONE NO.: 215-597-3100 FAX NO.: 215-446-4271 TELECOPIER TRANSMITTAL SHEE

Exhibit 99.3 United States Securities and Exchange Commission PHILADELPHIA REGIONAL OFFICE Mellon Independence Center 701 Market Street, Suite 2000 Philadelphia, Pennsylvania 19106-1532 TELEPHONE NO.: 215-597-3100 FAX NO.: 215-446-4271 TELECOPIER TRANSMITTAL SHEET November 24, 2009 PLEASE DELIVER THE FOLLOWING PAGES IMMEDIATELY TO: NAME/FAX: CLST Holdings, Inc. c/o Mark T. Josephs, Esquire Jackson

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF INDIANA INDIANAPOLIS DIVISION

Exhibit 99.2 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF INDIANA INDIANAPOLIS DIVISION UNITED STATES OF AMERICA, ) ) Plaintiff, ) ) v. ) Cause No. 1:09-cv-1460 DFH-DML ) REAL PROPERTY IN HAMILTON COUNTY, ) INDIANA, AT 14353 EAST 113TH STREET, ) FORTVILLE, et al. ) ) Defendants. ) UNITED STATES’S NOTICE OF DISMISSAL The United States of America, by counsel, Timothy M. Morrison, United States

UNITED STATES DISTRICT COURT

Exhibit 99.1 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF INDIANA [SEAL] INDIANAPOLIS DIVISION UNITED STATES OF AMERICA, ) ) Plaintiff, ) ) v. ) Cause No. ) REAL PROPERTY IN HAMILTON COUNTY, ) 1:09- CV-1460 DFH-DML INDIANA, AT 14353 EAST 113th STREET, ) FORTVILLE, ) REAL PROPERTY IN HENRY COUNTY, ) INDIANA, AT 301 SOUTH 1st STREET, ) LEWISVILLE, ) [COMPLAINT OF REAL PROPERTY IN HENTRY COUNTY,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 24, 2009 CLST Holdings, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 24, 2009 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statem

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 13, 2009 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. E

Cause No. 09-02404

Exhibit 99.1 Cause No. 09-02404 RED OAK PARTNERS, LLC, PINNACLE § IN THE DISTRICT COURT OF FUND, LLP, RED OAK FUND, LP, and § JEFFREY S. JONES, Derivatively on Behalf § of CLST HOLDINGS, INC. and on Behalf of § Themselves, § § Plaintiffs, § § vs. § § ROBERT A. KAISER, TIMOTHY S. § DALLAS COUNTY, TEXAS DURHAM, and DAVID TORNEK, § § Defendants, § § - and - § § CLST HOLDINGS, INC., a Delaware § corpo

U.S. $34,891,977.97 CREDIT AGREEMENT by and among FCC FINANCE, LLC, as the Servicer FCC INVESTMENT TRUST I, as the Borrower FORTRESS CREDIT CO LLC, as a Lender and as the Administrative Agent U.S. BANK NATIONAL ASSOCIATION, as the Collateral Custodia

Exhibit 10.2 EXECUTION VERSION U.S. $34,891,977.97 CREDIT AGREEMENT by and among FCC FINANCE, LLC, as the Servicer FCC INVESTMENT TRUST I, as the Borrower FORTRESS CREDIT CO LLC, as a Lender and as the Administrative Agent U.S. BANK NATIONAL ASSOCIATION, as the Collateral Custodian and LYON FINANCIAL SERVICES, INC. (d/b/a U.S. BANK PORTFOLIO SERVICES), as the Backup Servicer Dated as of November 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2009 OR o TRANSITION

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 3) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 10, 2008 (Date of earliest event reported) CLST HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of incorporation) 0-22972 (Commi

An account is contractually delinquent if we do not receive the monthly payment by the specified due date. After accounts are delinquent for 120 days, a provision (reserve) is made for the account balance. As of August 31, 2009, the allowance for dou

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File N

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 3) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: December 12, 2008 (Date of earliest event reported) CLST HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of incorporation) 0-22972 (Commi

U.S. $50,000,000 SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT by and among SUMMIT CONSUMER RECEIVABLES FUND, L.P., as the Originator SUMMIT ALTERNATIVE INVESTMENTS, LLC, as the Servicer SSPE, LLC, as the LLC Borrower SSPE INVESTMENT TRUST I

Exhibit 10.2 EXECUTION COPY U.S. $50,000,000 SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT by and among SUMMIT CONSUMER RECEIVABLES FUND, L.P., as the Originator SUMMIT ALTERNATIVE INVESTMENTS, LLC, as the Servicer SSPE, LLC, as the LLC Borrower SSPE INVESTMENT TRUST I, as the Trust Borrower CLST ASSET TRUST II, as the Trust II Borrower SUMMIT CONSUMER RECEIVABLES FUND, L.P., as a Guarant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2008 o TRANSI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) October 16, 2009 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. Em

a. Administration by Board of Directors. The Plan will be administered by the Board of Directors of the Company (the “Board”) unless and until the Board delegates administration to a committee of the Board, as provided in Section 2(b). The Board, in

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statem

An account is contractually delinquent if we do not receive the monthly payment by the specified due date. After 120 days, delinquent accounts are treated as defaults and a provision (reserve) is made for the account balance. For the nine months ende

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-22972 CLST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

CLHI 20091014 PRRN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

a. Administration by Board of Directors. The Plan will be administered by the Board of Directors of the Company (the “Board”) unless and until the Board delegates administration to a committee of the Board, as provided in Section 2(b). The Board, in

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION

UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [x] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission On

a. Administration by Board of Directors. The Plan will be administered by the Board of Directors of the Company (the “Board”) unless and until the Board delegates administration to a committee of the Board, as provided in Section 2(b). The Board, in

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy

EX-99.B

Exhibit 99B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION

UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [x] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission On

RED OAK FUND, LP 654 Broadway, Suite 5 | New York, New York 10012 Telephone (212) 614-8952 | Facsimile (646) 390-6784

EX-99.A 2 clhi20090923dfan14aexhibita.htm RED OAK FUND, LP 654 Broadway, Suite 5 | New York, New York 10012 Telephone (212) 614-8952 | Facsimile (646) 390-6784 September 22, 2009 VIA OVERNIGHT DELIVERY AND FACSIMILE CLST Holdings, Inc. 17304 Preston Road, Dominion Plaza, Suite 420 Dallas, TX 75252 Attn: Corporate Secretary/ Robert Kaiser Dear Corporate Secretary/ Mr. Kaiser: Red Oak Fund, LP (“Red

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) September 11, 2009 CLST Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) September 11, 2009 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S.

EX-99.A

RED OAK PARTNERS, LLC 654 Broadway, Suite 5A | New York, New York 10012 Telephone (212) 614-8952 | Facsimile (646) 390-6784 August 24, 2009 CLST Holdings, Inc.

SC 13D/A

SC 13D/A 1 clhi2009091413da3.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* CLST Holdings, Inc. - (Name of Issuer) Common Stock, $.01 par value - (Title of Class of Securities) 150925204 - (CUSIP Number) RED OAK PARTNERS, LLC Attention: David Sandberg 145 Fourth Avenue, Suite 15A New York, NY 10003 Telephone:

EX-99.B

EX-99.B 3 clhi13d20090914exhibitb.txt RED OAK PARTNERS, LLC 654 Broadway, Suite 5A | New York, New York 10012 Telephone (212) 614-8952 | Facsimile (646) 390-6784 August 24, 2009 CLST Holdings, Inc. 17304 Preston Road, Suite 420 Dallas, Texas 75252 Attention: Robert A. Kaiser Re: Director Nominations Dear Mr. Kaiser / Corporate Secretary: We are sending you this notice that we intend to nominate tw

a. Administration by Board of Directors. The Plan will be administered by the Board of Directors of the Company (the “Board”) unless and until the Board delegates administration to a committee of the Board, as provided in Section 2(b). The Board, in

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

(a) On the terms and subject to the conditions set forth in this Agreement (including the conditions to Purchase set forth in Article III), on each Purchase Date, the applicable Seller hereby sells, transfers, assigns, sets over and otherwise conveys

Exhibit 10.1 PURCHASE AGREEMENT by and among SSPE, LLC, as a Seller SSPE INVESTMENT TRUST I, as a Seller and CLST ASSET TRUST II, as the Buyer Dated as of December 10, 2008 TABLE OF CONTENTS Page Article I. GENERAL 1 Section 1.1. Defined Terms 1 Section 1.2. Other Terms 2 Section 1.3. Computation of Time Periods 2 Section 1.4. Interpretation 2 Article II. SALE, TRANSFER AND ASSIGNMENT 3 Section 2.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: December 12, 2008 (Date of earliest event repor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: December 12, 2008 (Date of earliest event reported) CLST HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of incorporation) 0-22972 (Commi

U.S. $50,000,000 SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT by and among SUMMIT CONSUMER RECEIVABLES FUND, L.P., as the Originator SUMMIT ALTERNATIVE INVESTMENTS, LLC, as the Servicer SSPE, LLC, as the LLC Borrower SSPE INVESTMENT TRUST I

Exhibit 10.2 EXECUTION COPY U.S. $50,000,000 SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT by and among SUMMIT CONSUMER RECEIVABLES FUND, L.P., as the Originator SUMMIT ALTERNATIVE INVESTMENTS, LLC, as the Servicer SSPE, LLC, as the LLC Borrower SSPE INVESTMENT TRUST I, as the Trust Borrower CLST ASSET TRUST II, as the Trust II Borrower SUMMIT CONSUMER RECEIVABLES FUND, L.P., as a Guarant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 10, 2008 (Date of earliest event repor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 10, 2008 (Date of earliest event reported) CLST HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction of incorporat

U.S. $34,891,977.97 CREDIT AGREEMENT by and among FCC FINANCE, LLC, as the Servicer FCC INVESTMENT TRUST I, as the Borrower FORTRESS CREDIT CO LLC, as a Lender and as the Administrative Agent U.S. BANK NATIONAL ASSOCIATION, as the Collateral Custodia

Exhibit 10.2 EXECUTION VERSION U.S. $34,891,977.97 CREDIT AGREEMENT by and among FCC FINANCE, LLC, as the Servicer FCC INVESTMENT TRUST I, as the Borrower FORTRESS CREDIT CO LLC, as a Lender and as the Administrative Agent U.S. BANK NATIONAL ASSOCIATION, as the Collateral Custodian and LYON FINANCIAL SERVICES, INC. (d/b/a U.S. BANK PORTFOLIO SERVICES), as the Backup Servicer Dated as of November 1

PURCHASE AGREEMENT DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP CLST ASSET I, LLC Dated as of November 10, 2008

Exhibit 10.1 EXECUTION VERSION PURCHASE AGREEMENT between DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP and CLST ASSET I, LLC Dated as of November 10, 2008 TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE OF THE FCC EQUITY INTERESTS 1 SECTION 1.01. Purchase and Sale of the FCC Equity Interests 1 SECTION 1.02. Transactions To Be Effected on the Purchase Date 1 SECTION 1.03. Purchase Price 2 SECTION 1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 14, 2009 CLST Holdings, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 14, 2009 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. Emp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-22972 CLST HO

EX-99.F

[LOGO OMITTED] JACKSON WALKER L.L.P ATTORNEYS & COUNSELORS Jeffrey M. Stone (214) 953-6107 (Direct Dial) (214) 661-6651 (Direct Fax) [email protected] April 1, 2009 Via U.S. Mail and Facsimile - - David Sandberg The Red Oak Fund, L.P. c/o Red Oak Partners, LLC 145 4th Avenue, Suite 15A New York, New York 10003 Re: Red Oak Request for Inspection of CLST Books and Records - Dear Mr. Sandberg: I write on

EX-99.A

THE RED OAK FUND, L.P. C/O RED OAK PARTNERS, LLC 145 4th Avenue, Suite 15A | New York, New York 10003 Telephone (212) 614-8952 | Facsimile (646) 390-6784 March 18, 2009 VIA FACSIMILE AND CERTIFIED MAIL CLST Holdings, Inc. 17304 Preston Road, Suite 420 Dallas, Texas 75252 Attention: Robert A. Kaiser Re: Stockholder Request for Inspection of Books and Records Dear Mr. Kaiser/ Corporate Secretary: Th

EX-99.E

THE RED OAK FUND, L.P. C/O RED OAK PARTNERS, LLC 145 4th Avenue, Suite 15A | New York, New York 10003 Telephone (212) 614-8952 | Facsimile (646) 390-6784 March 27, 2009 VIA FACSIMILE AND CERTIFIED MAIL CLST Holdings, Inc. 17304 Preston Road, Suite 420 Dallas, Texas 75252 Attention: Robert A. Kaiser Re: Stockholder Request for Inspection of Books and Records Dear Mr. Kaiser/Corporate Secretary: Att

EX-99.H

[LOGO OMITTED] JACKSON WALKER L.L.P ATTORNEYS & COUNSELORS Jeffrey M. Stone (214) 953-6107 (Direct Dial) (214) 661-6697 (Direct Fax) [email protected] April 6, 2009 Via U.S. Mail and Facsimile - - David Sandberg The Red Oak Fund, L.P. c/o Red Oak Partners, LLC 145 4th Avenue, Suite 15A New York, New York 10003 Re: Director Nominations and Stockholder Proposals Dear Mr. Sandberg: I write on behalf of o

EX-99.D

[LOGO OMITTED] JACKSON WALKER L.L.P ATTORNEYS & COUNSELORS Mark T. Josephs (214) 953-6009 (Direct Dial) (214) 661-6651 (Direct Fax) [email protected] March 25, 2009 VIA U.S. MAIL AND TELECOPIER - - Mr. David Sandberg The Red Oak Fund, L.P. c/o Red Oak Partners, LLC 145 4th Avenue, Suite 15A New York, New York 10003 Mr. Paul J. Tennyson Mr. Jay C. Gandhi Paul Hastings 695 Town Center Drive Seventeent

EX-99.C

RED OAK PARTNERS, LLC 145 4th Avenue, Suite 15A | New York, New York 10003 Telephone (212) 614-8952 | Facsimile (646) 390-6784 March 19, 2009 CLST Holdings, Inc.

AMENDMENT NO. 2

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* CLST Holdings, Inc. - (Name of Issuer) Common Stock, $.01 par value - (Title of Class of Securities) 150925204 - (CUSIP Number) RED OAK PARTNERS, LLC Attention: David Sandberg 145 Fourth Avenue, Suite 15A New York, NY 10003 Telephone: (212) 614-8952 (Name, Address and

EX-99.G

April 3, 2009 72411.00005 Jeffrey M. Sone Jackson Walker L.L.P. 901 Main Street, Suite 6000 Dallas, Texas 78202 Re: Red Oak Request for Inspection of CLST Books and Records Dear Mr. Sone: Thank you for copying me on your April 1, 2009 letter to David Sandberg of Red Oak Fund. We request that you and CLST Holdings, Inc. (the "Company") reconsider your refusal to provide the information Red Oak has

EX-99.B

RED OAK PARTNERS, LLC 145 4th Avenue, Suite 15A | New York, New York 10003 Telephone (212) 614-8952 | Facsimile (646) 390-6784 March 19, 2009 CLST Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-22972 CL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) April 6, 2009 CLST Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) April 6, 2009 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. Emplo

April 6, 2009

Exhibit 99.1 Jeffrey M. Sone (214) 953-6107 (Direct Dial) (214) 661-6697 (Direct Fax) [email protected] April 6, 2009 Via U.S. Mail and Facsimile David Sandberg The Red Oak Fund, L.P. c/o Red Oak Partners, LLC 145 4th Avenue, Suite 15A New York, New York 10003 Re: Director Nominations and Stockholder Proposals Dear Mr. Sandberg: I write on behalf of our client, CLST Holdings, Inc. (the ?Company?), in r

CLST Announces First Quarter 2009 Preliminary Financial Results

Exhibit 99.1 CLST Holdings, Inc. News Release Contacts: Robert A. Kaiser Hala Elsherbini President, Chief Executive Officer Senior Vice President and COO (972) 267-0500 Halliburton Investor Relations (972) 458-8000 FOR IMMEDIATE RELEASE CLST Announces First Quarter 2009 Preliminary Financial Results FCC Investment Trust I Generates $931,000 in cumulative net cash flow DALLAS, March 25 / — CLST Hol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 25, 2009 CLST Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 25, 2009 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. Empl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: December 12, 2008 (Date of earliest event repor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: December 12, 2008 (Date of earliest event reported) CLST HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of incorporation) 0-22972 (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 10, 2008 (Date of earliest event repor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 10, 2008 (Date of earliest event reported) CLST HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction of incorporat

PURCHASE AGREEMENT DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP CLST ASSET I, LLC Dated as of November 10, 2008

Exhibit 10.1 EXECUTION VERSION PURCHASE AGREEMENT between DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP and CLST ASSET I, LLC Dated as of November 10, 2008 TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE OF THE FCC EQUITY INTERESTS 1 SECTION 1.01. Purchase and Sale of the FCC Equity Interests 1 SECTION 1.02. Transactions To Be Effected on the Purchase Date 1 SECTION 1.03. Purchase Price 2 SECTION 1.

U.S. $34,891,977.97 CREDIT AGREEMENT by and among FCC FINANCE, LLC, as the Servicer FCC INVESTMENT TRUST I, as the Borrower FORTRESS CREDIT CO LLC, as a Lender and as the Administrative Agent U.S. BANK NATIONAL ASSOCIATION, as the Collateral Custodia

Exhibit 10.2 EXECUTION VERSION U.S. $34,891,977.97 CREDIT AGREEMENT by and among FCC FINANCE, LLC, as the Servicer FCC INVESTMENT TRUST I, as the Borrower FORTRESS CREDIT CO LLC, as a Lender and as the Administrative Agent U.S. BANK NATIONAL ASSOCIATION, as the Collateral Custodian and LYON FINANCIAL SERVICES, INC. (d/b/a U.S. BANK PORTFOLIO SERVICES), as the Backup Servicer Dated as of November 1

U.S. $50,000,000 SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT by and among SUMMIT CONSUMER RECEIVABLES FUND, L.P., as the Originator SUMMIT ALTERNATIVE INVESTMENTS, LLC, as the Servicer SSPE, LLC, as the LLC Borrower SSPE INVESTMENT TRUST I

Exhibit 10.2 EXECUTION COPY U.S. $50,000,000 SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT by and among SUMMIT CONSUMER RECEIVABLES FUND, L.P., as the Originator SUMMIT ALTERNATIVE INVESTMENTS, LLC, as the Servicer SSPE, LLC, as the LLC Borrower SSPE INVESTMENT TRUST I, as the Trust Borrower CLST ASSET TRUST II, as the Trust II Borrower SUMMIT CONSUMER RECEIVABLES FUND, L.P., as a Guarant

[Signature pages follow]

Exhibit 10.3 December 10, 2008 Summit Consumer Receivables Fund, L.P. Summit Alternative Investments, LLC SSPE, LLC SSPE Investment Trust I Eric J. Gangloff 50 West Liberty Street, Suite 980 Reno, Nevada 89501 Re: Revolving Credit Agreement Ladies and Gentlemen: 1. Please refer to that certain Second Amended and Restated Revolving Credit Agreement dated as of the date hereof (as amended, restated,

(a) On the terms and subject to the conditions set forth in this Agreement (including the conditions to Purchase set forth in Article III), on each Purchase Date, the applicable Seller hereby sells, transfers, assigns, sets over and otherwise conveys

Exhibit 10.1 PURCHASE AGREEMENT by and among SSPE, LLC, as a Seller SSPE INVESTMENT TRUST I, as a Seller and CLST ASSET TRUST II, as the Buyer Dated as of December 10, 2008 TABLE OF CONTENTS Page Article I. GENERAL 1 Section 1.1. Defined Terms 1 Section 1.2. Other Terms 2 Section 1.3. Computation of Time Periods 2 Section 1.4. Interpretation 2 Article II. SALE, TRANSFER AND ASSIGNMENT 3 Section 2.

Cause No. ____________

Exhibit 99.B Cause No. RED OAK PARTNERS, LLC, PINNACLE FUND, LLP, BEAR MARKET OPPORTUNITY FUND, L.P., and JEFFREY S. JONES, Derivatively on Behalf of CLST HOLDINGS, INC., Plaintiffs, vs. ROBERT A. KAISER, TIMOTHY S. DURHAM, and DAVID TORNEK, Defendants, -and- CLST HOLDINGS, INC., a Delaware corporation, Nominal Defendant., § § § § § § § § § § § § § § § § § § § § IN THE DISTRICT COURT OF DALLAS, TE

Robbins Umeda LLP Files Shareholder Derivative Lawsuit Against CLST Officers and Directors Robert Kaiser, Timothy Durham, and David Tornek

Exhibit 99.A For Immediate Release Robbins Umeda LLP Files Shareholder Derivative Lawsuit Against CLST Officers and Directors Robert Kaiser, Timothy Durham, and David Tornek New York, New York, March 3, 2009. Robbins Umeda LLP announced today that it has, derivatively on behalf of CLST Holdings, Inc. (Other OTC: CLHI.PK – News) (“CLST” or the “Company”), sued Robert Kaiser, Timothy Durham and Davi

AMENDMENT NO. 1

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* CLST Holdings, Inc. - (Name of Issuer) Common Stock, $.01 par value - (Title of Class of Securities) 150925204 - (CUSIP Number) RED OAK PARTNERS, LLC Attention: David Sandberg 145 Fourth Avenue, Suite 15A New York, NY 10003 Telephone: (212) 614-8952 (Name, Address and

[Richards, Layton, & Finger P.A. letterhead]

Exhibit 99.1 [Richards, Layton, & Finger P.A. letterhead] February 24, 2009 Mr. Robert Kaiser Chief Executive Officer CLST Holdings, Inc. 17304 Preston Road, Suite 420 Dallas, Texas 75252 Re: Manoj Rajegowda Dear Mr. Kaiser: We have been retained to represent the interests of Mr. Manoj Rajegowda and his firm, MC Investment Partners. On Friday, February 18, 2009, CLST Holdings (the “Company”) issue

1. Grant of Award. Pursuant to the Plan, the Company hereby grants shares of Common Stock (the “Restricted Stock”) to Participant to be issued as hereinafter provided in Participant’s name subject to certain restrictions thereon as set forth in this

Exhibit 10.10 RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO THE CLST HOLDINGS, INC. 2008 LONG TERM INCENTIVE PLAN This RESTRICTED STOCK AWARD AGREEMENT (the “Award”) is made as of this day of (the “Date of Grant”), between CLST Holdings, Inc., a Delaware corporation (the “Company”), and (“Participant”). Capitalized terms used but not defined in this Award shall have the meanings set forth in the CL

CLST Holdings, Inc. (formerly known as CellStar Corporation) List of Subsidiaries and Affiliates [100% Owned by CLST Holdings, Inc. Unless Otherwise Indicated]

Exhibit 21.1 CLST Holdings, Inc. (formerly known as CellStar Corporation) List of Subsidiaries and Affiliates [100% Owned by CLST Holdings, Inc. Unless Otherwise Indicated] Name Incorporation CLST Holdings, Inc. (f/k/a CellStar Corporation) Delaware CLST Financo, Inc. (f/k/a CellStar Financo, Inc.) Delaware CLST Asset I, LLC Delaware FCC Investment Trust I, LLC Delaware CLST Asset II, LLC Delaware

INCENTIVE STOCK OPTION AGREEMENT 1993 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

Exhibit 10.1 INCENTIVE STOCK OPTION AGREEMENT 1993 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN This Stock Option Agreement (this “Agreement”) is entered into by and between CellStar Corporation, a Delaware corporation (the “Company”), and (the “Optionee”), an employee of the Company. The Company and the Optionee agree as follows: 1. Grant of Option. Pursuant to the CellStar Corporation 1993 Amen

NON-QUALIFIED STOCK OPTION AGREEMENT 1993 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

Exhibit 10.2 NON-QUALIFIED STOCK OPTION AGREEMENT 1993 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN This Stock Option Agreement (this “Agreement”) is entered into by and between CellStar Corporation, a Delaware corporation (the “Company”), and (the “Optionee”), an employee of the Company. The Company and the Optionee agree as follows: 1. Grant of Option. Pursuant to the CellStar Corporation 1993

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-22972

This note has been negotiated, is being executed and delivered, and will be performed in whole or in part, in the State of Texas. This note, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in co

Exhibit 10.3 PROMISSORY NOTE (Portfolio A) $543,820.33 February 13, 2009 FOR VALUE RECEIVED, the undersigned, CLST Asset III, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the order of Fair Finance Company, an Ohio corporation (the “Lender”) the principal sum of FIVE HUNDRED FORTY-THREE THOUSAND EIGHT HUNDRED TWENTY DOLLARS AND THIRTY-THREE CENTS ($543,820.3

This note has been negotiated, is being executed and delivered, and will be performed in whole or in part, in the State of Texas. This note, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in co

EX-10.5 6 a09-65401ex10d5.htm EX-10.5 Exhibit 10.5 PROMISSORY NOTE (Portfolio B) $165,047.61 February 13, 2009 FOR VALUE RECEIVED, the undersigned, CLST Asset III, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the order of Fair Finance Company, and Ohio corporation (the “Lender”) the principal sum of ONE HUNDRED SIXTY-FIVE THOUSAND FORTY SEVEN DOLLARS AND SI

This note has been negotiated, is being executed and delivered, and will be performed in whole or in part, in the State of Texas. This note, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in co

Exhibit 10.6 PROMISSORY NOTE (Portfolio B) $37,886.54 February 13, 2009 FOR VALUE RECEIVED, the undersigned, CLST Asset III, LLC, a Delaware limited liability company (the ?Borrower?), hereby promises to pay to the order of Timothy S. Durham (the ?Lender?) the principal sum of THIRTY-SEVEN THOUSAND EIGHT HUNDRED EIGHTY-SIX DOLLARS AND FIFTY-FOUR CENTS ($37,886.54), together with interest as provid

This note has been negotiated, is being executed and delivered, and will be performed in whole or in part, in the State of Texas. This note, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in c

Exhibit 10.4 PROMISSORY NOTE (Portfolio A) $124,833.51 February 13, 2009 FOR VALUE RECEIVED, the undersigned, CLST Asset III, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the order of Timothy S. Durham (the “Lender”) the principal sum of ONE HUNDRED TWENTY-FOUR THOUSAND EIGHT HUNDRED THIRTY-THREE DOLLARS AND FIFTY-ONE CENTS ($124,833.51) together with inter

ARTICLE I. GENERAL ARTICLE II. SALE, TRANSFER AND ASSIGNMENT ARTICLE III. CONDITIONS PRECEDENT ARTICLE IV. REPRESENTATIONS AND WARRANTIES ARTICLE V. COVENANTS ARTICLE VI. LIMITED GUARANTY OF COLLECTION; REPURCHASE OBLIGATION ARTICLE VII. ADD

Exhibit 10.2 PURCHASE AND SALE AGREEMENT by and between FAIR FINANCE COMPANY, JAMES F. COCHRAN, and TIMOTHY S. DURHAM as the Sellers and CLST ASSET III, LLC as the Buyer Dated as of February 13, 2009 TABLE OF CONTENTS ARTICLE I. GENERAL 1 Section 1.1. Defined Terms 1 Section 1.2. Other Terms 14 Section 1.3. Computation of Time Periods 14 Section 1.4. Interpretation 14 ARTICLE II. SALE, TRANSFER AN

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

Exhibit 10.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned in the capacities set forth below. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it co

SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) CLST Holdings, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 150925204 (CUSIP Number) Timothy S. Durham 111 Monument Circle Suite 3680 India

This note has been negotiated, is being executed and delivered, and will be performed in whole or in part, in the State of Texas. This note, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in co

Exhibit 10.4 PROMISSORY NOTE (Portfolio A) $20,713.52 February 13, 2009 FOR VALUE RECEIVED, the undersigned, CLST Asset III, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the order of James F. Cochran (the “Lender”) the principal sum of TWENTY THOUSAND SEVEN-HUNDRED THIRTEEN DOLLARS AND FIFTY-TWO CENTS ($20,713.52), together with interest as provided herein

This note has been negotiated, is being executed and delivered, and will be performed in whole or in part, in the State of Texas. This note, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in c

Exhibit 10.3 PROMISSORY NOTE (Portfolio A) $124,833.51 February 13, 2009 FOR VALUE RECEIVED, the undersigned, CLST Asset III, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the order of Timothy S. Durham (the “Lender”) the principal sum of ONE HUNDRED TWENTY-FOUR THOUSAND EIGHT HUNDRED THIRTY-THREE DOLLARS AND FIFTY-ONE CENTS ($124,833.51) together with inter

5601 Granite Parkway, Suite 740

Exhibit 10.8 5601 Granite Parkway, Suite 740 Plano, Texas 75024-6654 T 972.377.0300 F 972.377.0307 bvafirm.com BUSINESS VALUATION ADVISORS February 17, 2009 Board of Directors of CLST Holdings, Inc. 17304 Preston Road, Suite 420 Dallas, Texas 75252 Dear Directors: Pursuant to our engagement letter dated December 17, 2008, you have requested that Business Valuation Advisors LLC (“BVA”) provide an o

This note has been negotiated, is being executed and delivered, and will be performed in whole or in part, in the State of Texas. This note, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in co

Exhibit 10.2 PROMISSORY NOTE (Portfolio A) $543,820.33 February 13, 2009 FOR VALUE RECEIVED, the undersigned, CLST Asset III, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the order of Fair Finance Company, an Ohio corporation (the “Lender”) the principal sum of FIVE HUNDRED FORTY-THREE THOUSAND EIGHT HUNDRED TWENTY DOLLARS AND THIRTY-THREE CENTS ($543,820.3

This note has been negotiated, is being executed and delivered, and will be performed in whole or in part, in the State of Texas. This note, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in co

Exhibit 10.5 PROMISSORY NOTE (Portfolio B) $165,047.61 February 13, 2009 FOR VALUE RECEIVED, the undersigned, CLST Asset III, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the order of Fair Finance Company, and Ohio corporation (the “Lender”) the principal sum of ONE HUNDRED SIXTY-FIVE THOUSAND FORTY SEVEN DOLLARS AND SIXTY-ONE CENTS ($165,047.61) together w

This note has been negotiated, is being executed and delivered, and will be performed in whole or in part, in the State of Texas. This note, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in co

Exhibit 10.6 PROMISSORY NOTE (Portfolio B) $37,886.54 February 13, 2009 FOR VALUE RECEIVED, the undersigned, CLST Asset III, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the order of Timothy S. Durham (the “Lender”) the principal sum of THIRTY-SEVEN THOUSAND EIGHT HUNDRED EIGHTY-SIX DOLLARS AND FIFTY-FOUR CENTS ($37,886.54), together with interest as provid

ARTICLE I. GENERAL ARTICLE II. SALE, TRANSFER AND ASSIGNMENT ARTICLE III. CONDITIONS PRECEDENT ARTICLE IV. REPRESENTATIONS AND WARRANTIES ARTICLE V. COVENANTS ARTICLE VI. LIMITED GUARANTY OF COLLECTION; REPURCHASE OBLIGATION ARTICLE VII. ADD

Exhibit 10.1 PURCHASE AND SALE AGREEMENT by and between FAIR FINANCE COMPANY, JAMES F. COCHRAN, and TIMOTHY S. DURHAM as the Sellers and CLST ASSET III, LLC as the Buyer Dated as of February 13, 2009 TABLE OF CONTENTS ARTICLE I. GENERAL 1 Section 1.1. Defined Terms 1 Section 1.2. Other Terms 14 Section 1.3. Computation of Time Periods 14 Section 1.4. Interpretation 14 ARTICLE II. SALE, TRANSFER AN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 13, 2009 CLST Holdings, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 13, 2009 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. E

This note has been negotiated, is being executed and delivered, and will be performed in whole or in part, in the State of Texas. This note, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in co

Exhibit 10.7 PROMISSORY NOTE (Portfolio B) $6,286.48 February 13, 2009 FOR VALUE RECEIVED, the undersigned, CLST Asset III, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the order of James F. Cochran (the “Lender”) the principal sum of SIX THOUSAND TWO HUNDRED EIGHTY-SIX DOLLARS AND FORTY-EIGHT CENTS ($6,286.48) together with interest as provided herein (the

SC 13D

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* CLST Holdings, Inc. - (Name of Issuer) Common Stock, $.01 par value - (Title of Class of Securities) 150925204 - (CUSIP Number) RED OAK PARTNERS, LLC Attention: David Sandberg 145 Fourth Avenue, Suite 15A New York, NY 10003 Telephone: (212) 614-8952 (Name, Address and

Section 1 Certain Definitions Section 2 Appointment of Rights Agent Section 3 Issuance of Rights Certificates Section 4 Form of Rights Certificates Section 5 Countersignature and Registration Section 6 Transfer, Split-Up, Combination and Exchang

Exhibit 4.1 RIGHTS AGREEMENT dated as of February 13, 2009 between CLST Holdings, Inc. and Mellon Investor Services LLC, as Rights Agent TABLE OF CONTENTS Page Section 1 Certain Definitions 1 Section 2 Appointment of Rights Agent 6 Section 3 Issuance of Rights Certificates 6 Section 4 Form of Rights Certificates 8 Section 5 Countersignature and Registration 8 Section 6 Transfer, Split-Up, Combinat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 13, 2009 (Date of earliest event reported) CLST HOLDINGS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 13, 2009 (Date of earliest event reported) CLST HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of incorporation) 0-22972 (Commission File Number) 7

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8–A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CLST Holdings, Inc. (Exact name of registrant a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8–A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State of incorporation or organization) 75-2479727 (I.R.S. Employer Identification No.) 17304 Preston Road Suite

SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CLST Holdings, Inc. (Name of Subject Company (Issuer)) Red Oak Fund, L.P. (Name of Filing Person (Offeror)) Common Stock, $.01 par value (Title of Class of Securities) 150925204 (CUSIP Number of Class of

CLST HOLDINGS ADOPTS STOCKHOLDER RIGHTS PLAN STRUCTURED TO PRESERVE USE OF NET OPERATING LOSSES

Exhibit 99.1 CLST HOLDINGS, INC. News Release Contact: Robert A. Kaiser President, Chief Executive Officer, Chief Financial Officer, Treasurer and Assistant Secretary (972) 267-0500 FOR IMMEDIATE RELEASE CLST HOLDINGS ADOPTS STOCKHOLDER RIGHTS PLAN STRUCTURED TO PRESERVE USE OF NET OPERATING LOSSES Dallas, TX – February 5, 2009 – CLST Holdings, Inc. (“CLST”) today announced that it has adopted a s

CERTIFICATE OF DESIGNATION OF SERIES B JUNIOR PREFERRED STOCK OF CLST HOLDINGS, INC. (Pursuant to Section 151 of the General Corporation Law of the State of Delaware)

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES B JUNIOR PREFERRED STOCK OF CLST HOLDINGS, INC. (Pursuant to Section 151 of the General Corporation Law of the State of Delaware) CLST Holdings, Inc. (hereinafter called the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 5, 2009 (Date of earliest event reported) CLST HOLDINGS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 5, 2009 (Date of earliest event reported) CLST HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of incorporation) 0-22972 (Commission File Number) 75

Red Oak Fund LP Announces Intention to Commence Tender Offer For Shares of CLST Holdings, Inc.

Exhibit 99.1 CLST HOLDINGS, INC. NEWS RELEASE Contact: Robert A. Kaiser CLST Holdings, Inc. (972) 267-0500 [email protected] Red Oak Fund LP Announces Intention to Commence Tender Offer For Shares of CLST Holdings, Inc. Dallas, Texas (February 4, 2009) – CLST Holdings, Inc. announced today that it has been notified by Red Oak Fund, L.P., a fund managed by Red Oak Partners, LLC, that it intends t

CUSIP No. 150925204 13D Page 1 of 13 Pages SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 2

Table of Contents CUSIP No. 150925204 13D Page 1 of 13 Pages SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No. 6)* CLST HOLDINGS, INC. (Name of Issuer) Common Stock, $0.01 par value

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 4, 2009 CLST Holdings, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 4, 2009 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. Em

SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CLST Holdings, Inc. (Name of Subject Company (Issuer)) Red Oak Fund, L.P. (Name of Filing Person (Offeror)) Common Stock, $.01 par value (Title of Class of Securities) 150925204 (CUSIP Number of Class of

CUSIP No. 150925204 13D Page 1 of 19 Pages

CUSIP No. 150925204 13D Page 1 of 19 Pages SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No. 5)* CLST HOLDINGS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 16, 2009 CLST Holdings, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 16, 2009 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction of Incorporation) (Commission File

ARTICLE I. GENERAL ARTICLE II. SALE, TRANSFER AND ASSIGNMENT ARTICLE III. CONDITIONS PRECEDENT ARTICLE IV. REPRESENTATIONS AND WARRANTIES ARTICLE V. COVENANTS ARTICLE VI. REPURCHASE OBLIGATION ARTICLE VII. ADDITIONAL RIGHTS AND OBLIGATIO

Exhibit 10.1 PURCHASE AGREEMENT by and among *****, as a Seller *****, as a Seller and CLST ASSET TRUST II, as the Buyer Dated as of December 10, 2008 Note: Redacted portions have been marked with*****. The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission. TABLE OF CONTENTS Page Article I. GENERAL 1 Section 1.1. D

U.S. $50,000,000 SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT by and among *****, as the Originator *****, as the Servicer as the LLC Borrower *****, as the Trust Borrower CLST ASSET TRUST II, as the Trust II Borrower *****, as a Guarantor

Exhibit 10.2 EXECUTION COPY U.S. $50,000,000 SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT by and among *****, as the Originator *****, as the Servicer *****, as the LLC Borrower *****, as the Trust Borrower CLST ASSET TRUST II, as the Trust II Borrower *****, as a Guarantor *****, as a Guarantor *****, as a Lender and as the Administrative Agent U.S. BANK NATIONAL ASSOCIATION, as the Col

[Signature pages follow]

Exhibit 10.3 Note: Redacted portions have been marked with *****. The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission. December 10, 2008 ***** ***** ***** ***** ***** ***** ***** Re: Revolving Credit Agreement Ladies and Gentlemen: 1. Please refer to that certain Second Amended and Restated Revolving Credit Agree

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 12, 2008 CLST Holdings, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 12, 2008 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. E

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 1, 2008 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. Em

a. Administration by Board of Directors. The Plan will be administered by the Board of Directors of the Company (the “Board”) unless and until the Board delegates administration to a committee of the Board, as provided in Section 2(b). The Board, in

EX-10.1 2 a08-299081ex10d1.htm EX-10.1 Exhibit 10.1 CLST HOLDINGS, INC. 2008 LONG TERM INCENTIVE PLAN CLST Holdings, Inc., a Delaware corporation, sets forth herein the terms of its 2008 Long Term Incentive Plan (the “Plan”) as follows: 1. Purpose and Eligibility The purpose of the Plan is to provide stock options and other equity interests in the Company (each an “Award”) to employees, officers,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 10, 2008 CLST Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. E

PURCHASE AGREEMENT CLST ASSET I, LLC Dated as of November 10, 2008

Exhibit 10.1 EXECUTION VERSION PURCHASE AGREEMENT between ***** and CLST ASSET I, LLC Dated as of November 10, 2008 Note: Redacted portions have been marked with *****. The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission. TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE OF THE FCC EQUITY INTERESTS 1 SECTION 1.0

U.S. $34,891,977.97 CREDIT AGREEMENT by and among FCC FINANCE, LLC, as the Servicer FCC INVESTMENT TRUST I, as the Borrower as a Lender and as the Administrative Agent U.S. BANK NATIONAL ASSOCIATION, as the Collateral Custodian LYON FINANCIAL SERVICE

Exhibit 10.2 EXECUTION VERSION U.S. $34,891,977.97 CREDIT AGREEMENT by and among FCC FINANCE, LLC, as the Servicer FCC INVESTMENT TRUST I, as the Borrower *****, as a Lender and as the Administrative Agent U.S. BANK NATIONAL ASSOCIATION, as the Collateral Custodian and LYON FINANCIAL SERVICES, INC. (d/b/a U.S. BANK PORTFOLIO SERVICES), as the Backup Servicer Dated as of November 10, 2008 Note: Red

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-22972 CLST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-22972 CLST HOLDINGS, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2008 OR o TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-22972 CLST HOLDINGS, INC.

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) Under the Securities Exchange Act of 1

sc13dza SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No.

EX-4.2

QuickLinks - Click here to rapidly navigate through this document Exhibit 4.2 This Certificate is Transferable in Jersey City, NJ, New York, NY and Pittsburgh, PA [CLST HOLDINGS, INC. LOGO] COMMON STOCK PAR VALUE $.01 PER SHARE NUMBER C SHARES CUSIP 12564R 10 3 SEE REVERSE FOR CERTAIN DEFINITIONS AND PROVISIONS INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE This Certifies that is the record

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Use these links to rapidly review the document CLST Holdings, Inc. INDEX TO FORM 10-K CLST HOLDINGS, INC. AND SUBSIDIARIES Index to Consolidated Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2007 OR o TRANS

CLST Holdings, Inc. (formerly known as CellStar Corporation) List of Subsidiaries and Affiliates [100% Owned by CLST Holdings, Inc. Unless Otherwise Indicated]

QuickLinks - Click here to rapidly navigate through this document EXHIBIT 21.1 CLST Holdings, Inc. (formerly known as CellStar Corporation) List of Subsidiaries and Affiliates [100% Owned by CLST Holdings, Inc. Unless Otherwise Indicated] Name Incorporation CLST Holdings, Inc. (f/k/a CellStar Corporation) Delaware CLST Financo, Inc. (f/k/a CellStar Financo, Inc.) Delaware CellStar Holding AB(4) Sw

SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1

SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: Expires: 3235-0058 April 30, 2009 Estimated average burden hours per response 2.50 FORM 12b-25 SEC FILE NUMBER 000-22972 CUSIP NUMBER NOTIFICATION OF LATE FILING 12564R103 (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: November 30, 2

SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1

sc13dza SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No.

SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1

sc13dza SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No.

Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 21, 2007 CLST HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2007 OR o TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2007 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-22972 CLST HOLDINGS, INC. (E

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) September 25, 2007 CLST HOLDINGS, INC. (Exact na

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) September 25, 2007 CLST HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R

August 30, 2007

Exhibit 16.1 August 30, 2007 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 Re: CLST Holdings, Inc. File No. 0-22972 Dear Sir or Madam: We have read Item 4.01 of Form 8-K of CLST Holdings, Inc. dated August 28, 2007, and agree with the statements concerning our Firm under the subheading “Resignation of Grant Thornton LLP” and the paragr

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 28, 2007 CLST HOLDINGS, INC. (Exact name

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 28, 2007 CLST HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incor

Signatures

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) (Amendment No. 6) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) CLST Holdings, Inc. (Name of Issuer) Common Stock, Par Value $0.01 (Title of Class of Securities) 150925204 (CUSIP Number) Timothy S. Durham 111 Monument Circle Suite

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 7, 2007 CLST HOLDINGS, INC. (Exact name o

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 7, 2007 CLST HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 0-22972 75-2479727 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorp

INDEMNIFICATION AGREEMENT

Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made and entered into as of the 5th day of July, 2007, between CLST Holdings, Inc. (formerly known as CellStar Corporation), a Delaware corporation (the “Company”), and Sherrian Gunn (“Indemnitee”). WHEREAS, Indemnitee is a director or an officer of the Company; and WHEREAS, the Company is aware that becaus

Financial Statements and Exhibits, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2007 CLST HOLDINGS, INC. (Exact name of registrant as specified in its charter) Commission File Number: 0-22972 Delaware 75-2479727 (State or other jurisdiction of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive

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July 26, 2007 Via Edgar Transmission Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) Under the Securities E

sc13d OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Regards, /s/ Mike Cotton Mike Cotton

July 12, 2007 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: CLST Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive

About CellStar Corporation

Exhibit 99.1 News Release FOR IMMEDIATE RELEASE 2007 - - 05 DEREGISTRATION OF CELLSTAR COMMON STOCK WILL BE DELAYED; CELLSTAR PLANS TO REPORT FIRST QUARTER RESULTS COPPELL, TEXAS — March 14, 2007 — CellStar Corporation (OTC Pink Sheets: CLST) today announced that the deregistration of is common stock will be delayed following the completion of the proposed sale of its U.S. and Miami operations to

Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2007 CELLSTAR CORPORATION (Exact name of registrant as specified in its charter) Commission File Number: 0-22972 Delaware 75-2479727 (State or other jurisdiction of incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

About CellStar Corporation

Exhibit 99.1 News Release FOR IMMEDIATE RELEASE CELLSTAR OBTAINS PROXY FROM RAUL MARCELO CLAURE COPPELL, TEXAS ? March 7, 2007 ? CellStar Corporation (OTC Pink Sheets: CLST) today announced that it has entered into an agreement with Brightstar Corp. and its President and CEO, Raul Marcelo Claure under the terms of which Mr. Claure has agreed to grant to CellStar his proxy to vote all of his shares

Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2007 CELLSTAR CORPORATION (Exact name of registrant as specified in its charter) Commission File Number: 0-22972 Delaware 75-2479727 (State or other jurisdiction of incorpora

SETTLEMENT AGREEMENT

Exhibit 10.1 SETTLEMENT AGREEMENT This SETTLEMENT AGREEMENT (?Agreement?) is made and entered into this 27th day of February, 2007 (the ?Effective Date?), by and between CellStar International Corporation\Asia, a Delaware corporation (?CICA?), CellStar Corporation, a Delaware corporation and parent company of CICA (?CellStar?), CellStar, Ltd., a Texas limited partnership (?CellStar Ltd.?), Fine Da

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2007 CELLSTAR CORPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2007 CELLSTAR CORPORATION (Exact name of registrant as specified in its charter) Commission File Number: 0-22972 Delaware 75-2479727 (State or other jurisdiction of incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

About CellStar Corporation

Exhibit 99.1 News Release FOR IMMEDIATE RELEASE 2007 - 02 CELLSTAR REPORTS RESULTS FOR THE FOURTH QUARTER AND FISCAL YEAR 2006 · Consolidated revenues of $943.1 million in fiscal 2006; $282.9 million in the fourth quarter of 2006 · Consolidated net income of $4.8 million in fiscal 2006; consolidated net loss of $1.0 million in the fourth quarter · Generated cash from operations of $15.6 million in

CELLSTAR CORPORATION FOURTH QUARTER AND FISCAL 2006 CONFERENCE CALL SCRIPT TUESDAY, FEBRUARY 13, 2007 10:00 a.m. CT

Exhibit 99.2 CELLSTAR CORPORATION FOURTH QUARTER AND FISCAL 2006 CONFERENCE CALL SCRIPT TUESDAY, FEBRUARY 13, 2007 10:00 a.m. CT CONFERENCE CALL OPERATOR Good morning ladies and gentlemen, and welcome to CellStar Corporation’s Management Review of the Fourth Quarter and Fiscal 2006 Results Conference Call and webcast. At this time, all participants are in a listen-only mode. Later we will conduct

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2007 CELLSTAR CORPORATION (Exact name of registrant as specified in its charter) Commission File Number: 0-22972 Delaware 75-2479727 (State or other jur

SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

About CellStar Corporation

Exhibit 99.1 News Release FOR IMMEDIATE RELEASE 2007 - 02 CELLSTAR REPORTS RESULTS FOR THE FOURTH QUARTER AND FISCAL YEAR 2006 · Consolidated revenues of $943.1 million in fiscal 2006; $282.9 million in the fourth quarter of 2006 · Consolidated net income of $4.8 million in fiscal 2006; consolidated net loss of $1.0 million in the fourth quarter · Generated cash from operations of $15.6 million in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2007 CELLSTAR CORPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2007 CELLSTAR CORPORATION (Exact name of registrant as specified in its charter) Commission File Number: 0-22972 Delaware 75-2479727 (State or other jurisdiction of incor

CELLSTAR CORPORATION FOURTH QUARTER AND FISCAL 2006 CONFERENCE CALL SCRIPT TUESDAY, FEBRUARY 13, 2007 10:00 a.m. CT

Exhibit 99.2 CELLSTAR CORPORATION FOURTH QUARTER AND FISCAL 2006 CONFERENCE CALL SCRIPT TUESDAY, FEBRUARY 13, 2007 10:00 a.m. CT CONFERENCE CALL OPERATOR Good morning ladies and gentlemen, and welcome to CellStar Corporation?s Management Review of the Fourth Quarter and Fiscal 2006 Results Conference Call and webcast. At this time, all participants are in a listen-only mode. Later we will conduct

CellStar Corporation List of Subsidiaries and Affiliates as of December 1, 2006 [100% Owned by CellStar Corporation Unless Otherwise Indicated]

EXHIBIT 21.1 CellStar Corporation List of Subsidiaries and Affiliates as of December 1, 2006 [100% Owned by CellStar Corporation Unless Otherwise Indicated] Name Incorporation CellStar Corporation Delaware CellStar Financo, Inc. Delaware CellStar Holding AB Sweden National Auto Center, Inc. Delaware CellStar International Corporation/SA Delaware CellStar Chile, S.A. Chile CellStar de Colombia Ltda

FIRST AMENDMENT TO THE CELLSTAR CORPORATION RESTRICTED STOCK AWARD AGREEMENT

Exhibit 10.18 FIRST AMENDMENT TO THE CELLSTAR CORPORATION RESTRICTED STOCK AWARD AGREEMENT The Restricted Stock Award Agreement entered into between Cellstar Corporation (the “Company”) and (“Employee”) as of (the “Agreement”) is hereby amended, effective as of November 1, 2006, as set forth below: 1. Effective as of November 1, 2006, the first paragraph of Section 21 of the Agreement is hereby am

COMMON STOCK

EXHIBIT 4.2 This Certificate is Transferable in New York, NY and Ridgefield Park, NJ [CELLSTAR CORPORATION LOGO] COMMON STOCK PAR VALUE $.01 PER SHARE NUMBER SHARES CUSIP 150925 20 4 SEE REVERSE FOR CERTAIN DEFINITIONS AND PROVISIONS INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE This Certifies that is the record holder of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2006 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-22972 CELLSTAR CORPORATION (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1 (a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (a) CELLSTAR CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1 (a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (a) CELLSTAR CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 150925 20 4 (CUSIP Number) Raul Marcelo Claure 2010 NW 84 Avenue Miami, FL 33122 (305) 4

Joint Filer Information

Joint Filer Information 1. Name: Brian J. Stark 2. Address: c/o Stark Investments 3600 South Lake Drive St. Francis, WI 53235 3. Designated Filer: Michael A. Roth 4. Issuer & Ticker Symbol: Cellstar Corp (CLST) 5. Dates of Event Requiring Statement: January 19, 2007 /s/ Brian J. Stark 01/23/07 Brian J. Stark Date

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin