Exhibit 10.107


 


LOCK-UP AGREEMENT


 


THIS
LOCK-UP AGREEMENT (this “Lock-Up Agreement”), dated as of October 11, 2010, by and among Funtalk China Holdings Limited, a Cayman Islands
exempted company (the “Company”) and the undersigned stockholder (the “Stockholder”).


 


WHEREAS, The Company
and the Stockholder are parties to a Warrant Exchange Agreement dated October 11, 2010 pursuant to which the Stockholder received 729,157 Ordinary
Shares of the Company (the “Exchange Shares”);


 


NOW,
THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree:


 


Section 1.              (a)           The Stockholder
may not, directly or indirectly, offer, sell, contract to sell, pledge,
encumber, tender, assign or grant any option or warrant to purchase or
otherwise dispose of or offer to dispose of (collectively, “Transfer”) 680,000
of the Exchange Shares (the “Shares”) for a period commencing on the date
hereof and ending on July 10, 2011, inclusive, without the prior written
consent of the Company; provided, however, that the Stockholder may transfer
any Shares: (1) to any partner, shareholder or member of the Stockholder
if, prior to such transfer, such partner, shareholder or member agrees in
writing to be bound by the restrictions set forth herein; or (2) with the
prior written consent of the Company (which consent shall not be unreasonably
withheld), to any controlled affiliate of the Stockholder if, prior to such
transfer, such affiliate agrees in writing to be bound by the restrictions set
forth herein.


 


(b)            For the purpose
of effectuating this Lock-Up Agreement, the Stockholder hereby consents to the
Company issuing a stop transfer instruction to the transfer agent in accordance
with the terms of this Lock-Up Agreement. Any Transfer of Shares in violation
of this Lock-Up Agreement by the Stockholder without the consent of the Company
shall constitute a material breach of this Lock-Up Agreement.  The Stockholder acknowledges and agrees that
the Shares may bear a legend regarding the restrictions set forth in this Section 1.


 


(c)           The Stockholder
acknowledges that its breach or impending violation of any of the provisions of
this Lock-Up Agreement may cause irreparable damage to the Company for which
remedies at law would be inadequate. The Stockholder further acknowledges and
agrees that the provisions set forth herein are essential terms and conditions
of the Lock-Up Agreement that the Company may seek to enforce in addition to
any of its rights or remedies provided under any other agreement decree or
order by any court of competent jurisdiction enjoining such impending or actual
violation of any of such provisions. Such decree or order, to the extent
appropriate, shall specifically enforce the full performance of any such provision
by the Stockholders. This remedy shall be in addition to all other remedies
available to the Company at law or equity.


 


Section 2.              This Lock-Up
Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns, and upon the Stockholder and his or her heirs,
executors, administrators, legatees and legal representatives.


 


Section 3.              Should any part
of this Lock-Up Agreement, for any reason whatsoever, be declared invalid,
illegal, or incapable of being enforced in whole or in part, such decision
shall not affect the validity of any remaining portion, which remaining portion
shall remain in full force and 


 

















 


effect as if this Lock-Up
Agreement had been executed with the invalid portion thereof eliminated, and it
is hereby declared the intention of the parties hereto that they would have
executed the remaining portion of this Lock-Up Agreement without including
therein any portion which may for any reason be declared invalid.


 


Section 4.              This Lock-Up
Agreement shall be construed and enforced in accordance with the laws of the
State of New York applicable to agreements made and to be performed in such
State without application of the principles of conflicts of laws of such State.


 


Section 5.              This Lock-Up
Agreement and all rights hereunder are personal to the parties and shall not be
assignable, and any purported assignment in violation thereof shall be null and
void.


 


Section 6.              (a)           All notices,
requests, demands and other communications to any party hereunder shall be in writing
and shall be given to such party at its address or telecopier number set forth
on the signature page hereto, or such other address or telecopier number
as such party may hereinafter specify by notice to each other party hereto.


 


(b)           Each notice, request
or other communication shall be effective (i) if given by telecopy, when
such telecopy is transmitted to the telecopy number specified herein and a
confirmation of the telecopy being sent is received or, (ii) if given by
certified mail, 72 hours after such communication is deposited in the mails
with first class and certified postage prepaid, properly addressed or, (iii) if
given by any other means, when delivered at the address specified on the
signature page hereto.


 


Section 7.              The failure of
either party to insist upon the strict performance of any of the terms,
conditions and provisions of this Lock-Up Agreement shall not be construed as a
waiver or relinquishment of future compliance therewith, and said terms,
conditions and provisions shall remain in full force and effect. No waiver of
any term or any condition of this Lock-Up Agreement on the part of either party
shall be effective for any purpose whatsoever unless such waiver is in writing
and signed by such party.


 

















 


IN WITNESS WHEREOF, the parties
hereto have executed this Lock-Up Agreement as of the day and year first
written above.


 


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  FUNTALK
  CHINA HOLDINGS LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dongping Fei

  
	
   

  	
   

  	
  Name:

  	
  Dongping
  Fei

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:
  21/F, Block D The Place Tower, No.9 Guanghua Road, Chaoyang District,
  Beijing, China

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STOCKHOLDER:

  
	
   

  	
   

  
	
   

  	
  CAPITAL
  ALLY INVESTMENTS LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kam Yuen

  
	
   

  	
   

  	
  Name:

  	
  Kam
  Yuen

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:
  c/o Funtalk China Holdings Limited 21/F, Block D The Place Tower, No.9
  Guanghua Road, Chaoyang District, Beijing, China