Unassociated Document


    Exhibit
4.4

     

    
      	
              NUMBER

            	
              (SEE
      REVERSE LEGEND)

            	
              WARRANTS

            
	
              WA__________

            	 
      	 
      


    

    


    (THIS
CLASS A WARRANT WILL BE VOID IF NOT EXERCISED PRIOR

    TO
5:00 P.M. NEW YORK CITY TIME, DECEMBER 13, 2013)

    


    FUNTALK CHINA
HOLDINGS LIMITED

    


    CUSIP G36993 11
4

    


    CLASS
A WARRANT

    


    THIS
CERTIFIES THAT, for value received ______________________________________ is the
registered holder of a Class A Warrant or Class A Warrants expiring December 13,
2013 (the “Warrant”) to purchase one fully paid and non-assessable ordinary
share, par value US$0.001 (“Ordinary Share”), of Funtalk China Holdings
Limited, an exempted company with limited liability incorporated in the Cayman
Islands (the “Company”) for each Warrant evidenced by this Class A Warrant
Certificate. The Warrant entitles the holder thereof to purchase from the
Company such number of Ordinary Shares at the price of $5.00 per share, upon
surrender of this Class A Warrant Certificate and payment of the Warrant Price
at the office or agency of Continental Stock Transfer & Trust Company (the
“Warrant Agent,” with such payment to be made by check made payable to the
Warrant Agent), but only subject to the conditions set forth herein and in the
Amended and Restated Class A Warrant Agreement between the Company and the
Warrant Agent (the “Class A Warrant Agreement”). The Company shall not be
obligated to deliver any securities pursuant to the exercise of a Warrant and
shall have no obligation to settle a Warrant exercise unless a registration
statement under the Securities Act of 1933, as amended, (the “Act”) with respect
to the Common Stock is effective, subject to the Company satisfying its
obligations under Section 6.4 of the Class A Warrant Agreement to use its best
efforts. In the event that a registration statement with respect to the Common
Stock underlying a Warrant is not effective under the Act, the holder of such
Warrant shall not be entitled to exercise such Warrant and such Warrant may have
no value and expire worthless. In no event will the Company be required to net
cash settle the warrant exercise. The Warrant Agreement provides that upon the
occurrence of certain events the Warrant Price and the number of Warrant Shares
purchasable hereunder, set forth on the face hereof, may, subject to certain
conditions, be adjusted. The term Warrant Price as used in this Class A Warrant
Certificate refers to the price per share at which Ordinary Shares may be
purchased at the time the Warrant is exercised.

    


    No
fraction of an Ordinary Share will be issued upon any exercise of a Warrant. If
the holder of a Warrant would be entitled to receive a fraction of an Ordinary
Share upon any exercise of a Warrant, the Company shall, upon such exercise,
round up to the nearest whole number the number of Ordinary Shares to be issued
to such holder.

     

    Upon any
exercise of the Warrant for less than the total number of full Ordinary Shares
provided for herein, there shall be issued to the registered holder hereof or
his assignee a new Class A Warrant Certificate covering the number of Ordinary
Shares for which the Warrant has not been exercised.

     

    Class A
Warrant Certificates, when surrendered at the office or agency of the Warrant
Agent by the registered holder hereof in person or by attorney duly authorized
in writing, may be exchanged in the manner and subject to the limitations
provided in the Warrant Agreement, but without payment of any service charge,
for another Class A Warrant Certificate or Class A Warrant Certificates of like
tenor and evidencing in the aggregate a like number of Warrants.  At
any time commencing one year after the date hereof, if no registration statement
is effective permitting the sale of the shares of Ordinary Shares underlying the
Warrants, the Warrants may be exercised on a “cashless” basis.

     

    Upon due
presentment for registration of transfer of the Class A Warrant Certificate at
the office or agency of the Warrant Agent, a new Class A Warrant Certificate or
Class A Warrant Certificates of like tenor and evidencing in the aggregate a
like number of Warrants shall be issued to the transferee in exchange for this
Class A Warrant Certificate, subject to the limitations provided in the Warrant
Agreement, without charge except for any applicable tax or other governmental
charge.

     

    The
Company and the Warrant Agent may deem and treat the registered holder as the
absolute owner of this Class A Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, of any distribution to the registered holder, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary.

     

    This
Warrant does not entitle the registered holder to any of the rights of a
shareholder of the Company until exercised.

     

    
      	 
      	
              Countersigned
      and registered

            	 
      
	 
      	 
      	 
      
	 
      	
              Continental
      Stock Transfer & Trust Company

            	 
      
	 
      	
              Warrant
      Agent

            	 
      
	
              Corporate
      Logo

            	 
      	 
      
	 
      	 
      	 
      
	
              By:

            	
                      Authorized
      Officer

            	 
      
	 	 	 
	 
      	 
      	 
      
	 
      	
                      Chairman
      of the Board

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              By__________________________________

            	
              By:__________________________

            	 
      
	
                    Chief
      Financial Officer

            	
              Chief
      Executive Officer

            	 
      


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SUBSCRIPTION
FORM

    To Be
Executed by the Registered Holder in Order to Exercise Warrants

    


    


    The
undersigned Registered Holder irrevocably elects to exercise ______________
Warrants represented by this Class A Warrant Certificate, and to purchase the
Ordinary Shares issuable upon the exercise of such Warrants, and requests that
Certificates for such shares shall be issued in the name of

    


    
      	 
      
	
              (PLEASE
      TYPE OR PRINT NAME AND ADDRESS)

            
	 
      
	 
      
	 
      
	 
      
	
              (SOCIAL
      SECURITY OR TAX IDENTIFICATION NUMBER)

            
	 
      
	
              and
      be delivered
      to____________________________________________________________________________________________________________________

            
	
              (PLEASE
      PRINT OR TYPE NAME AND ADDRESS)

            
	 
      
	 
      
	
              and,
      if such number of Warrants shall not be all the Warrants evidenced by this
      Class A Warrant Certificate, that a new Class A Warrant Certificate for
      the balance of such Warrants be registered in the name of, and delivered
      to, the Registered Holder at the address stated
  below:

            


    

    


    


    
      	
              Dated:_____________________________

            	 
      	 
      
	 
      	 
      	
              (SIGNATURE)

            
	 
      	 
      	 
      
	 
      	 
      	
              (ADDRESS)

            
	 
      	 
      	 
      
	 
      	 
      	
              (TAX
      IDENTIFICATION NUMBER)

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ASSIGNMENT

    To Be
Executed by the Registered Holder in Order to Assign Warrants

    


    
      	
              For
      Value Received, _____________________________________ hereby sell, assign,
      and transfer unto

            
	 
      
	
              (PLEASE
      TYPE OR PRINT NAME AND ADDRESS)

            
	 
      
	 
      
	 
      
	 
      
	
              (SOCIAL
      SECURITY OR TAX IDENTIFICATION NUMBER)

            
	 
      
	
              and
      be delivered
      to                                                                                                                                       

            
	
              (PLEASE
      PRINT OR TYPE NAME AND ADDRESS)

            
	 
      
	
              _______
      of the Warrants represented by this Class A Warrant Certificate, and
      hereby irrevocably constitute and

            
	 
      
	
              appoint
      _________________________ Attorney to transfer this Class A Warrant
      Certificate on the books of the

            
	 
      
	
              Company,
      with full power of substitution in the premises.

            
	 
      
	
              Dated:_________________________________

            	 
      	 
      
	 
      	 
      	
              (SIGNATURE)

            


    

    


    


    THE
SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME
WRITTEN UPON THE FACE OF THIS CLASS A WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATSOEVER.