Unassociated Document


    Exhibit
4.2

     

    
      	
              NUMBER

            	
              FUNTALK CHINA
      HOLDINGS LIMITED

            	
               SERIES
      A UNITS

            
	
              UA_______________

              SEE
      REVERSE FOR CERTAIN DEFINITIONS

            	 
      	 
      


    

    CUSIP G36993 13
0

     

    SERIES
A UNITS CONSISTING OF ONE ORDINARY SHARE AND FIVE CLASS A WARRANTS TO PURCHASE
ONE ORDINARY SHARE

     

     

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

    

    


    Each
Series A Unit (“Unit”) consists of one (1) ordinary share, par value $0.001 per
share (“Ordinary Share”), of Funtalk China Holdings Limited, a Cayman
Islands company (the “Company”), and five (5) Class A warrants (the “Warrants”).
Each Warrant entitles the holder to purchase one (1) Ordinary Share for $5.00
per share (subject to adjustment). Each Warrant will expire unless exercised
before 5:00 p.m., New York City Time, on December 13, 2013 (the “Expiration
Date”). The terms of the Warrants are governed by the Amended and Restated Class
A 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

                      	 
      


              

            

          

        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Funtalk 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 Minors

              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 A Units represented by the within
Certificate, and do hereby irrevocably constitute and
appoint

    


    ___________________________________________________________________
Attorney to transfer the said
Series A 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.