Unassociated Document


    
      Exhibit
4.5

       

      
        	
                NUMBER

              	
                (SEE
      REVERSE LEGEND)

              	
                WARRANTS

              
	
                WB______________

              	 
      	 
      


      

      


      (THIS
CLASS B 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
122

      


      CLASS
B WARRANT

      


      THIS
CERTIFIES THAT, for value received ___________________________________ is the
registered holder of a Class B Warrant or Class B 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 B 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 B 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 B Warrant Agreement between the Company and the
Warrant Agent (the “Class B 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 7.4 of the Class B 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 B 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 B Warrant Certificate covering the number of Ordinary
Shares for which the Warrant has not been exercised.

       

      Class B
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 B Warrant Certificate or Class B 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 B Warrant Certificate at
the office or agency of the Warrant Agent, a new Class B Warrant Certificate or
Class B 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 B 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 B 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.

       

      The
Company reserves the right to call the Warrant, at any time prior to its
exercise, with a notice of call in writing to the Warrant holders of record,
giving 30 days' notice of such call at any time after the Warrant becomes
exercisable if the last sale price of the Ordinary Shares has been at least
$16.00 per share on each of 20 trading days within any 30 trading day period
ending on the third business day prior to the date on which notice of such call
is given. The call price of the Warrants is to be $0.01 per Warrant. Any Warrant
either not exercised, or tendered back to the Company by the end of the date
specified in the notice of call, shall be canceled on the books of the Company
and have no further value except for the $0.01 call price.

       

      
        	 
      	
                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 B 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 B Warrant Certificate, that a new Class B 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)

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

              
	 
      


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      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 B Warrant Certificate, and
      hereby irrevocably constitute and appoint
      _________________________________ Attorney to transfer this Class B
      Warrant Certificate on the books of the Company, with full power of
      substitution in the premises.

              
	 
      	 
      	 
      
	
                Dated:___________________________

              	 
      	 
      
	 
      	 
      	
                (SIGNATURE)