Unassociated Document


    Exhibit
4.5

     

    
      	
              NUMBER

            	
              PYPO
      CHINA HOLDINGS LIMITED

            	
               SERIES
      B UNITS

            
	
              UB__________

              SEE
      REVERSE FOR CERTAIN DEFINITIONS

            	 
      	 
      


    

    


    CUSIP
G7304Y 14
8

     

    SERIES
B UNITS CONSISTING OF ONE ORDINARY SHARE AND ONE CLASS B WARRANT TO PURCHASE ONE
ORDINARY SHARE

     

    
      THIS
CERTIFIES
THAT__________________________________________________________________________________________
is the owner of
__________________________________________________________________ Series B
Units.



    Each
Series B Unit (“Unit”) consists of one (1) ordinary share, par value $0.001 per
share (“Ordinary Share”), of Pypo China Holdings Limited, a Cayman Islands
company (the “Company”), and one (1) Class B warrant (the “Warrants”). Each
Warrant entitles the holder to purchase one (1) Ordinary Share for $5.00 per
share (subject to adjustment). Each Warrant is immediately exercisable and will
expire unless exercised before 5:00 p.m., New York City Time, on December 13,
2013, or earlier upon redemption (the “Expiration Date”). The terms of the
Warrants are governed by the Amended and Restated Class B Warrant Agreement
between the Company and Continental Stock Transfer & Trust Company, as
Warrant Agent, and are subject to the terms and provisions contained therein,
all of which terms and provisions the holder of this certificate consents to by
acceptance hereof. Copies of the Warrant Agreement are on file at the office of
the Warrant Agent at 17 Battery Place, New York, New York 10004, and are
available to any Warrant holder on written request and without
cost.

    


    This
certificate is not valid unless countersigned by the Transfer Agent and
Registrar of the Company.

    


    Witness
the facsimile seal of the Company and/or the facsimile signatures of its duly
authorized officers.

     

    
      


      
        
          
            
              
                
                  	 
      	
                          Countersigned
      and registered

                        	 
      
	 
      	 
      	 
      
	 
      	
                          Continental
      Stock Transfer & Trust Company

                        	 
      
	 
      	
                          Transfer
      Agent and Registrar

                        	 
      
	
                          Corporate
      Logo

                        	 
      	 
      
	 
      	 
      	 
      
	
                          By:

                        	
                                  Authorized
      Officer

                        	 
      
	 	 	 
	 
      	 
      	 
      
	 
      	
                                  Chairman
      of the Board

                        	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                          By__________________________________

                        	
                          By:__________________________

                        	 
      
	
                                Chief
      Financial Officer

                        	
                          Chief
      Executive Officer

                        	 
      


                

              

            

          

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Pypo
China Holdings Limited

      


      The
Company will furnish without charge to each shareholder who so requests, a
statement of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of shares or series thereof of
the Company and the qualifications, limitations, or restrictions of such
preferences and/or rights.

      


      The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

      


      
        	
                TEN
      COM –

              	
                as
      tenants in common

              	
                UNIF
      GIFT MIN ACT -

              	
                _______
      Custodian ___________

              
	
                TEN
      ENT –

              	
                as
      tenants by the entireties

              	 
      	
                 (Cust)                          (Minor)

              
	
                JT
      TEN –

              	
                as
      joint tenants with right of survivorship

                and
      not as tenants in common

              	 
      	
                under
      Uniform Gifts to Minor

                Act
      __________________

                                 (States)

              


      

      


      Additional
Abbreviations may also be used though not in the above list.

      


      For value received,
___________________________ hereby sell, assign and/or transfer
unto


       

      
        
          
            
              
                
                  	 
	
                          PLEASE
      INSERT SOCIAL SECURITY OR OTHER

                          IDENTIFYING
      NUMBER OF ASSIGNEE

                        
	 
      


                

              

            

          

        

      

      


      ___________________________________________________________________________


      (PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE)

      ___________________________________________________________________________

      _______________________________________________________________________________________________________________________________________________
Series B Units represented by the within
Certificate, and do hereby irrevocably constitute and
appoint

      


      ___________________________________________________________________
Attorney to transfer the said
Series B Units on the books of the within named Company will full power of
substitution in the premises.

      


      Dated
_________________

      
        


      

      
        
          	 	 	 
	
                   
      

                	
                  Notice:

                	
                  The
      signature to this assignment/transfer must correspond with the name as
      written upon the face of the certificate in every particular, without
      alteration or enlargement or any change
  whatever.

                


        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Signature(s)
Guaranteed:

      


      


      
        
          	 
      
	
                  THE
      SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
      (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
      MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT
      TO SEC RULE 17Ad-15).

                


        

      

      


      


      KEEP
THIS CERTIFICATE IN A SAFE PLACE, IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED,
THE COMPANY WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A
REPLACEMENT CERTIFICATE.