Unassociated Document


     

    
      Exhibit
4.9

       

      THE
REGISTERED HOLDER OF THIS REPRESENTATIVES’ UNIT PURCHASE OPTION BY ITS
ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS
REPRESENTATIVES’ UNIT PURCHASE OPTION EXCEPT AS HEREIN PROVIDED

       

      THIS
REPRESENTATIVES’ UNIT PURCHASE OPTION IS VOID AFTER 5:00 P.M. EASTERN TIME,
DECEMBER 13, 2011.

       

      FORM
OF REPRESENTATIVES’ UNIT PURCHASE OPTION

       

      FOR
THE PURCHASE OF SERIES A and/or SERIES B UNITS

       

      (OR
THE COMPONENTS THEREOFOF)

       

      OF

       

      FUNTALK
CHINA HOLDINGS LIMITED

       

      THIS
CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of I-Bankers
Securities, Inc., as the initial registered owner of the Representatives’ Unit
Purchase Option (the “Representatives’ Unit Purchase Option” or “UPO”) to
Funtalk China Holdings Limited (f/k/a Middle Kingdom Alliance Corp. (the
“Company”), the holder named on the signature page hereof (the “Holder”) is
entitled, at any time or from time to from the date hereof (the “Commencement
Date”), and at or before 5:00 p.m., Eastern time, December 13, 2011 (the
“Expiration Date”), but not thereafter, to subscribe for, purchase and receive,
in whole or in part, the number of Series A Units (or the components thereof)
and/or Series B Units (or the components thereof) of the Company as set forth on
the signature page hereof.

       

      
        	
                1)  

              	
                REPRESENTATIVES’
      UNIT PURCHASE OPTION

              


      

       

      a) This
Representative’s Unit Purchase Option is one of a series of UPO’s which in the
aggregate consist of up to a total of 19,800 Series A Units (or the components
thereof) at a per-unit price of $10.00 and/or up to a total of 330,000 Series B
Units (or the components thereof) at a per-unit price of $10.00.  The
Series A Units and Series B Units (or the respective components thereof) that
would be issued upon the exercise of this Representatives’ Purchase Option are
identical to the Units offered by the Company to the public as set forth in the
Prospectus and Registration Statements filed with the Securities and Exchange
Commission (the “Commission”) on Forms S-1 (Nos. 333-133475 and 333-139325) as
amended.

       

      b) This UPO
shall be exercisable, in whole or in part, commencing on the date the
Registration Statement becomes effective (the “Effective Date”) and expiring on
the five-year anniversary of the Effective Date at an initial exercise price per
Representatives’ Unit of $10.00, which is equal to one hundred twenty-five
percent (125%) of the initial public offering price of a Firm Unit.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      c) The
Representatives’ Class A and Class B Warrants will be identical to those offered
to the public except that the Representatives’ Class A and Class B Warrants
shall have an exercise price of $10.00.  The Class A and Class B
Warrants may be exercised during the period commencing on the later of the
completion by the Company of a business combination, as described more fully in
the Registration Statement (“Business Combination”) or one year from the
Effective Date and terminating on the seven-year anniversary of the Effective
Date or earlier upon redemption (the “Expiration Date”).

       

      d) If the
Expiration Date is a day on which banking institutions are authorized by law to
close, then this Representatives’ Unit Purchase Option may be exercised on the
next succeeding day which is not such a day in accordance with the terms
herein.  During the period ending an the Expiration Date, the Company
agrees not to take any action that would terminate the Representatives’ Unit
Purchase Option.  This Representatives’ Unit Purchase Option is
initially exercisable at $100.00 per Unit so purchased; provided, however, that
upon the occurrence of any of the events specified in Section 6 hereof, the
rights granted by this Representatives’ Unit Purchase Option, including the
exercise price per Unit and the number of Units (and Common Stock, Class B
Common Stock and Class A and Class B Warrants) to be received upon such
exercise, shall be adjusted as therein specified.  The term “Exercise
Price” shall mean the initial exercise price or the adjusted exercise price,
depending on the context.

       

      
        	
                2)  

              	
                EXERCISE
      OF REPRESENTATIVES’ UNIT PURCHASE
OPTION

              


      

       

      a) Exercise
Procedure.  In order to exercise this Representatives’ Unit
Purchase Option, the exercise form attached hereto must be duly executed and
completed and delivered to the Company, together with this Representatives’ Unit
Purchase Option and payment of the Exercise Price for the Units being purchased
payable by wire transfer in federal (same day) funds or by certified or bank
cashier’s check(s) in New York Clearing House funds.  If the
subscription rights represented hereby shall not be exercised at or before 5:00
p.m., Eastern time, on the Expiration Date, this Representatives’ Unit Purchase
Option shall become and be void without further force or effect, and all rights
represented hereby shall cease and expire.

       

      b) Legend.  Each
certificate for the securities purchased under this Representatives’ Unit
Purchase Option shall bear a legend as follows unless such securities have been
registered under the Securities Act of 1933, as amended (the
“Act”):

       

      “The
securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended (the “Act”) or applicable state
law.  The securities may not be offered for sale, sold or otherwise
transferred except pursuant to an effective registration statement under the
Act, or pursuant to an exemption from registration under the Act and applicable
state law.”

       

      c) Cashless
Exercise.

       

      i) In lieu
of the payment of the Exercise Price multiplied by the number of Units for which
this Representatives’ Unit Purchase Option is exercisable (and in lieu of being
entitled to receive Common Stock and Warrants) in the manner required by Section
2(a), the Holder shall have the right (but not the obligation) to convert any
exercisable but unexercised portion of this Representatives’ Unit Purchase
Option into Units (the “Conversion Right”) as follows:  upon exercise
of the Conversion Right, the Company shall deliver to the Holder (without
payment by the Holder of any of the Exercise Price in cash) that number of
Common Stock and Warrants comprising that number of Units equal to the quotient
obtained by dividing (x) the “Value” (as defined below) of the portion of the
Representatives’ Unit Purchase Option being converted by (y) the Current Market
Value (as defined below).  The “Value” of the portion of the
Representatives’ Unit Purchase Option being converted shall equal the remainder
derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the
number of Units underlying the portion of this Representatives’ Unit Purchase
Option being converted from (b) the Current Market Value of a Unit multiplied by
the number of Units underlying the portion of the Representatives’ Unit Purchase
Option being converted.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      ii) As used
herein, the term “Current Market Value” per Unit at any date means the remainder
derived from subtracting (x) the exercise price of the Warrants multiplied by
the number of shares of Common Stock issuable upon exercise of the Warrants
underlying one Unit from (y) the Current Market Price of the Common Stock
multiplied by the number of shares of Common Stock underlying the Warrants .and
the Common Stock issuable upon exercise of one Unit.  The “Current
Market Price” of a share of Common Stock shall mean (i) If the Common Stock is
listed on a national securities exchange or quoted on the Nasdaq National
Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as
the Bulletin Board Exchange), the last sale price of the Common Stock in the
principal trading market for the Common Stock as reported by the exchange,
Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed
on a national securities exchange or quoted on the Nasdaq National Market,
Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the
Bulletin Board Exchange), but is traded in the residual over-the-counter market,
the closing bid price for the Common Stock on the last trading day preceding the
date in question for which such quotations are reported by the Pink Sheets, LLC
or similar publisher of such quotations; and (iii) if the fair market value of
the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such
price as the Board of Directors of the Company shall determine, in good
faith.

       

      iii) The
Cashless Exercise Right may be exercised by the Holder on any business day on or
after the Commencement Date and not later than the Expiration Date by delivering
the Representatives’ Unit Purchase Option with the duly executed exercise form
attached hereto with the cashless exercise section completed to the Company,
exercising the Cashless Exercise Right and specifying the total number of Units
the Holder will purchase pursuant to such Cashless Exercise Right.

       

      d) Notwithstanding
anything to the contrary contained in this Representatives’ Unit Purchase
Option, in no event will the Company be required to net cash settle the exercise
of the Representatives’ Unit Purchase Option or the Warrants underlying the Unit
Purchase Option.  The holder of the Representatives’ Unit Purchase
Option and the Warrants underlying the Representatives’ Unit Purchase Option
will not be entitled to exercise the Representatives’ Unit Purchase Option or
the Warrants underlying such Unit Purchase Option unless a registration
statement is effective, or an exemption from the registration requirements is
available at such time and, if the holder is not able to exercise the
Representatives’ Unit Purchase Option or underlying Warrants, the
Representatives’ Unit Purchase Option and/or the underlying Warrants, as
applicable, will expire worthless

       

      
        	
                3)  

              	
                TRANSFER

              


      

       

      a) Restrictions—General.  The
registered Holder of this Representatives’ Unit Purchase Option, by its
acceptance hereof, agrees that it will not sell, transfer, assign, pledge or
hypothecate this Representatives’ Unit Purchase Option for a period of one
hundred eighty (180) days following the Effective Date to anyone other than (i)
I-Bankers Securities Incorporated (“I-Bankers”) or an underwriter or a selected
dealer in connection with the Offering; or (ii) a bona fide officer or partner
of I-Bankers or of any such underwriter or selected dealer.  On and
after the first anniversary of the Effective Date, transfers to others may be
made subject to compliance with or exemptions from applicable securities
laws.  In order to make any permitted assignment, the Holder must
deliver to the Company the assignment form attached hereto duly executed and
completed, together with the Representatives’ Unit Purchase Option and payment
of all transfer taxes, if any, payable in connection therewith.  The
Company shall within five business days transfer this Representatives’ Unit
Purchase Option on the books of the Company and shall execute and deliver a new
Representatives’ Unit Purchase Option or Representatives’ Unit Purchase Options
of like tenor to the appropriate assignee(s) expressly evidencing the right to
purchase the aggregate number of Units purchasable hereunder or such portion of
such number as shall be contemplated by any such assignment

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      b) Restrictions—Securities.  The
securities evidenced by this Representatives’ Unit Purchase Option shall not be
transferred unless and until (i) the Company has received the opinion of counsel
for the Holder that the securities may be transferred pursuant to an exemption
from registration under the Act and applicable state securities laws, the
availability of which is established to the reasonable satisfaction of the
Company (the Company hereby agreeing that the opinion of Cozen O’Connor shall be
deemed satisfactory evidence of the availability of an exemption); or (ii) a
registration statement or a post-effective amendment to the Registration
Statement relating to such securities has been filed by the Company and declared
effective by the Commission and compliance with applicable state securities law
has been established.

       

      
        	
                4)  

              	
                NEW
      PURCHASE OPTIONS TO BE ISSUED

              


      

       

      a) Partial
Exercise.  Subject to the restrictions in Section 3 hereof,
this Representatives’ Unit Purchase Option may be exercised or assigned in whole
or in part.  In the event of the exercise or assignment hereof in part
only, upon surrender of this Representatives’ Unit Purchase Option for
cancellation, together with the duly executed exercise or assignment farm and
funds sufficient to pay any Exercise Price and/or transfer tax, the Company
shall cause to be delivered to the Holder without charge a new Representatives’
Unit Purchase Option of like tenor to this Representatives’ Unit Purchase Option
in the name of the Holder evidencing the right of the Holder to purchase the
number of Units purchasable hereunder as to which this Representatives’ Unit
Purchase Option has not been exercised or assigned.

       

      b) Loss, Theft,
Destruction.  Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Representatives’ Unit Purchase Option and of reasonably satisfactory
indemnification or the posting of a bond, the Company shall execute and deliver
a new Representatives’ Unit Purchase Option of like tenor and
date.  Any such new Representatives’ Unit Purchase Option executed and
delivered as a result of such loss, theft, mutilation or destruction shall
constitute a substitute contractual obligation on the part of the
Company.

       

      
        	
                5)  

              	
                REGISTRATION
      RIGHTS

              


      

       

      a) Demand
Registration.

       

      i) The
Company, upon written demand (the “initial Demand Notice”) of the Holder(s) of
at least 51% of the Representatives’ Unit Purchase Options and/or the underlying
Units and/or the underlying securities (the “Majority Holders”), agrees to
register on one occasion, all or any portion of the Representatives’ Unit
Purchase Options requested by the Majority Holders in the Initial Demand Notice
and all of the securities underlying such Representatives’ Unit Purchase
Options, including the Units, Common Stock, the Warrants, and the Common Stock
underlying the Warrants (collectively, the “Registrable
Securities”).  On such occasion, the Company will file a registration
statement or a post-effective amendment to the Registration Statement covering
the Registrable Securities within forty days after receipt of the Initial Demand
Notice and use its best efforts to have such registration statement or
post-effective amendment declared effective as soon as possible
thereafter.  The demand for registration may be made at any time
during a period of five years beginning on the Effective Date.  The
Company covenants and agrees to give written notice of its receipt of any
Initial Demand Notice by any Holder(s) to all other registered Holders of the
Representatives’ Unit Purchase Options and/or the Registrable Securities within
ten days from the date of the receipt of any such Initial Demand
Notice.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      ii) The
Company shall bear all fees and expenses attendant to registering the
Registrable Securities, including the expenses of any legal counsel selected by
the Holders to represent them in connection with the sale of the Registrable
Securities, but the Holders shall pay any and all underwriting
commissions.  The Company agrees to use its reasonable best efforts to
qualify or register the Registrable Securities in such states as are reasonably
requested by the Majority Holder(s); provided, however, that in no event shall
the Company be required to register the Registrable Securities in a state in
which such registration would cause (i) the Company to be obligated to qualify
to do business in such state, or would subject the Company to taxation as a
foreign corporation doing business in such jurisdiction or (ii) the principal
stockholders of the Company to be obligated to escrow their shares of capital
stock of the Company.  The Company shall cause any registration
statement or post-effective amendment filed pursuant to the demand rights
granted under Section 5(a)(1) to remain effective for a period of nine
consecutive months from the effective date of such registration statement or
post-effective amendment.

       

      b) Piggy-Back
Registration.

       

      i) In
addition to the demand right of registration, the Holders of the
Representatives’ Unit Purchase Options shall have the right for a period of
seven years commencing on the Effective Date, to include the Registrable
Securities as part of any other registration of securities filed by the Company
(other than in connection with a transaction contemplated by Rule 145(a)
promulgated under the Act or pursuant to Form S-8); provided, however, that if,
in the written opinion of the Company’s managing underwriter or underwriters, if
any, for such offering, the inclusion of the Registrable Securities, when added
to the securities being registered by the Company or the selling stockholder(s),
will exceed the maximum amount of the Company’s securities which can be marketed
(i) at a price reasonably related to their then current market value, and (ii)
without materially and adversely affecting the entire offering, then the Company
will still be required to include the Registrable Securities, but may require
the Holders to agree, in writing, to delay the sale of all or any portion of the
Registrable Securities for a period of 90 days from the effective date of the
offering, provided, further, that if the  sale of any Registrable
Securities is so delayed, then the number of securities to be sold by all
stockholders in such public offering during such 90 day period shall be
apportioned pro rata among all such selling stockholders, including all holders
of the Registrable Securities, according to the total amount of securities of
the Company owned by said selling stockholders, including all holders of the
Registrable Securities.

       

      ii) The
Company shall bear all fees and expenses attendant to registering the
Registrable Securities, including the expenses of any legal counsel selected by
the Holders to represent them in connection with the sale of the Registrable
Securities but the Holders shall pay any and all underwriting commissions
related to the Registrable Securities.  In the event of such a
proposed registration, the Company shall furnish the then Holders of outstanding
Registrable Securities with not less than fifteen days written notice prior to
the proposed date of filing of such registration statement.  Such
notice to the Holders shall continue to be given for each applicable
registration statement filed (during the period in which the Representatives’
Unit Purchase Option is exercisable) by the Company until such time as all of
the Registrable Securities have been registered and sold.  The holders
of the Registrable Securities shall exercise the “piggy-back” rights provided
for herein by giving written notice, within ten days of the receipt of the
Company’s notice of its intention to file a registration
statement.  The Company shall cause any registration statement filed
pursuant to the above “piggyback” rights to remain effective for at least nine
months from the date that the Holders of the Registrable Securities are first
given the opportunity to sell all of such securities.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      c) Indemnification.

       

      i) The
Company shall indemnify the Holder(s) of the Registrable Securities to be sold
pursuant to any registration statement hereunder and each person, if any, who
controls such Holders within the meaning of Section 15 of the Act or Section
20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
against all loss, claim, damage, expense or liability (including all reasonable
attorneys’ fees and other expenses reasonably incurred in investigating,
preparing or defending against litigation, commenced or threatened, or any claim
whatsoever whether arising out of any action between the Underwriter and the
Company or between the Underwriter and any third party or otherwise) to which
any of them may become subject under the Act, the Exchange Act or otherwise,
arising from such registration statement but only to the same extent and with
the same effect as the provisions pursuant to which the Company has agreed to
indemnify the Underwriters contained in Section 5 of the Underwriting Agreement
between the Company, I-Bankers and the other Underwriters named therein dated
the Effective Date.

       

      The
Holder(s) of the Registrable Securities to be sold pursuant to such registration
statement, and their successors and assigns, shall severally, and not jointly,
indemnify the Company, its officers and directors and each person, if any, who
controls the Company within the meaning of Section 15 of the Act or Section
20(a) of the Exchange Act, against all loss, claim, damage, expense or liability
(including all reasonable attorneys’ fees and other expenses reasonably Incurred
in investigating, preparing or defending against any claim whatsoever) to which
they may become subject under the Act, the Exchange Act or otherwise, arising
from information furnished by or on behalf of such Holders, or their successors
or assigns, in writing, for specific inclusion in such registration statement to
the same extent and with the same effect as the provisions contained in Section
5 of the Underwriting Agreement pursuant to which the Underwriters have agreed
to indemnify the Company.

       

      ii) Nothing
contained in this Representatives’ Unit Purchase Option shall be construed as
requiring the Holder(s) to exercise their Representatives’ Unit Purchase Options
or Warrants underlying such Representatives’ Unit Purchase Options prior to or
after the initial filing of any registration statement or the effectiveness
thereof.

       

      iii) The
Company shall furnish I-Bankers, as Representative of the Holders, participating
in any of the foregoing offerings, a signed counterpart, addressed to the
participating Holders, of (i) an opinion of counsel to the Company, dated the
Effective Date of such registration statement (and, if such registration
includes an underwritten public offering, an opinion dated the date of the
closing under any underwriting agreement related thereto), and (ii) a “cold
comfort” letter dated the Effective Date of such registration statement (and, if
such registration includes an underwritten public offering, a letter dated the
date of the closing under the underwriting agreement) signed by the independent
public accountants who have issued a report on the Company’s financial
statements included in such registration statement, in each case covering
substantially the same matters with respect to such registration statement (and
the prospectus included therein) and, in the case of such accountants’ letter,
with respect to events subsequent to the date of such financial statements, as
are customarily covered in opinions of issuer’s counsel and in accountants’
letters delivered to underwriters in underwritten public offerings of
securities.

       

      The
Company shall also deliver promptly to I-Bankers, as Representative of the
Holders participating in the offering, the correspondence and memoranda
described below and copies of all correspondence between the Commission and the
Company, its counsel or auditors and all memoranda relating to discussions with
the Commission or its staff with respect to the registration statement and
permit the Representatives to do such Investigation, upon reasonable advance
notice, with respect to information contained in or omitted from the
registration statement as it deems reasonably necessary to comply with
applicable securities laws or rules of the National Association of Securities
Dealers, Inc. (the “NASD”).  Such investigation shall include access
to books, records and properties and opportunities to discuss the business of
the Company with its officers and independent auditors, all to such reasonable
extent and at such reasonable times and as often as I-Bankers, as Representative
of the Holders, shall reasonably request.  The Company shall not be
required to disclose any confidential information or other records to I-Bankers,
as Representative of the Holders, or to any other person, until and unless such
persons shall have entered into reasonable confidentiality agreements (in form
and substance reasonably satisfactory to the Company), with the Company with
respect thereto.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      iv) The
Company shall enter Into an underwriting agreement with the managing
underwriter(s), if any, selected by any Holders whose Registrable Securities are
being registered pursuant to this Section 5, which managing underwriter shall be
reasonably acceptable to the Company.  Such agreement shall be
reasonably satisfactory in form and substance to the Company, each Holder and
such managing underwriters, and shall contain such representations, warranties
and covenants by the Company and such other terms as are customarily contained
in agreements of that type used by the managing underwriter.  The
Holders shall be parties to any underwriting agreement relating to an
underwritten sale of their Registrable Securities and may, at their option,
require that any or all the representations, warranties and covenants of the
Company to or for the benefit of such underwriters shall also be made to and for
the benefit of such Holders.  Such Holders shall not be required to
make any representations or warranties to or agreements with the Company or the
underwriters except as they may relate to such Holders and their intended
methods of distribution.  Such Holders, however, shall agree to such
covenants and Indemnification and contribution obligations for selling
stockholders as are customarily contained in agreements of that type used by the
managing underwriter.  Further, such Holders shall execute appropriate
custody agreements and otherwise’ cooperate fully in the preparation of the
registration statement and other documents relating to any offering in which
they include securities pursuant to this Section 5.  Each Holder shall
also furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be reasonably required to effect the registration of the Registrable
Securities.

       

      v) Notwithstanding
anything contained in this Section 5 to the contrary, the Company shall have no
obligation pursuant to Sections 5(a) or 5(b) for the registration of Registrable
Securities held by any Holder (i) where such Holder would then be entitled to
sell under Rule 144 within any three-month period (or such other period
prescribed under Rule 144 as may be provided by amendment thereof) all of the
Registrable Securities then held by such Holder, and (ii) where the number of
Registrable Securities held by such Holder is within the volume limitations
under paragraph (e) of Rule 144 (calculated as if such Holder were an affiliate
within the meaning of Rule 144).

       

      vi) Each
Holder agrees, that upon receipt of any written notice from the Company of the
happening of any event as a result of which the prospectus included in the
Registration Statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing, such Holder will immediately discontinue
disposition of Registrable Securities pursuant to the Registration Statement
covering such Registrable Securities until such Holder’s receipt of the copies
of a supplemental or amended prospectus, and, if so desired by the Company, such
Holder shall deliver to the Company (at the expense of the Company) or destroy
(and deliver to the Company a certificate of such destruction) all copies, other
than permanent file copies then in such Holder’s possession, of the prospectus
covering such Registrable Securities current at the time of receipt of such
notice.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                6)  

              	
                ADJUSTMENTS

              


      

       

      a) Exercise Price and Number of
Securities.  The Exercise Price and the number of Units
underlying the Representatives’ Unit Purchase Option shall be subject to
adjustment from time to time as hereinafter set forth:

       

      i) If after
the date hereof, and subject to the provisions of Section 6(c) below, the number
of shares of outstanding common stock is increased by a stock dividend payable
in common stock or by a split-up of common stock or other similar event, then,
on the effective date thereof, the number of shares of common stock underlying
each of the Units purchasable hereunder shall be increased in proportion to such
increase in outstanding shares.  In such case, the number of shares of
common stock, and the exercise price applicable thereto, underlying the Warrants
underlying each of the Units purchasable hereunder shall be adjusted in
accordance with the terms of the Warrants.  For example, if prior to a
Business Combination the Company declares a two-for-one stock dividend and at
the time of such dividend this Representatives’ Unit Purchase Option is for the
purchase of one Unit at $100.00 per whole Unit (each Warrant underlying the
Units is exercisable for $10.00 per share), upon effectiveness of the dividend,
this Representatives’ Unit Purchase Option will be adjusted to allow for the
purchase of one Unit at $100.00 per Unit, each Unit entitling the holder to
receive of up to a total of 19,800 Series A Units and/or up to a total of
330,000 Series B Units.  For the Series A Units, the Holder shall
receive two shares of Common Stock and ten Class A Warrants (each Class A
Warrant exercisable for $4.40 per share).  For the Series B Units, the
Holder shall receive two Class B Common Shares and two Class B Warrants (each
Class B Warrant exercisable for $4.40 per share).

       

      ii) If after
the date hereof, and subject to the provisions of Section 6(c), the number of
outstanding shares of common stock is decreased by a consolidation, combination
or reclassification of the common stock or other similar event, then, on the
effective date thereof, the number of shares of common stock underlying each of
the Units purchasable hereunder shall be decreased in proportion to such
decrease in outstanding shares.  In such case, the number of shares of
common stock, and the exercise price applicable thereto, issuable upon exercise
of the Warrants included in each of the Units purchasable hereunder shall be
adjusted in accordance with the terms of the Warrants.

       

      iii) In case
of any reclassification or reorganization of the outstanding common stock other
than a change covered by Section 6(a)(i) or 6(a)(ii) hereof or that solely
affects the par value of such common stock, or in the case of any merger or
consolidation of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the continuing corporation and
that does not result in any reclassification or reorganization of the
outstanding common stock), or in the case of any sale or conveyance to another
corporation or entity of the property of the Company as an entirety or
substantially as an entirety in connection with which the Company is dissolved,
the Holder of this Representatives’ Unit Purchase Option shall have the right
thereafter (until the expiration of the right of exercise of this
Representatives’ Unit Purchase Option) to receive upon the exercise hereof, for
the same aggregate Exercise Price payable hereunder immediately prior to such
event, the kind and amount of shares of stock or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger
or consolidation, or upon a dissolution following any such sale or transfer, by
a Holder of the number of Common Stock of the Company obtainable upon exercise
of this Representatives’ Unit Purchase Option and the underlying Warrants
immediately prior to such event; and if any reclassification also results in a
change in Common Stock covered by Section 6(a)(i) or 6(a)(ii), then such
adjustment shall be made pursuant to Sections 6(a)(i), 6(a)(ii) and this Section
6(a)(iii).  The provisions of this Section 6(a)(111) shall similarly
apply to successive reclassifications, reorganizations, mergers or
consolidations, sales or other transfers.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      iv) This form
of Representatives’ Unit Purchase Option need not be changed because of any
change pursuant to this Section, and Representatives’ Unit Purchase Options
issued after such change may state the same Exercise Price and the same number
of Units as are stated in the Representatives’ Unit Purchase Options initially
issued pursuant to this Agreement.  The acceptance by any Holder of
the issuance of new Representatives’ Unit Purchase Options reflecting a required
or permissive change shall not be deemed to waive any rights to an adjustment
occurring after the Commencement Date or the computation thereof.

       

      b) Substitute Representatives’
Unit Purchase Option.  In case of any consolidation of the
Company with, or merger of the Company with, or merger of the Company into,
another corporation (other than a consolidation or merger which does not result
in any reclassification or change of the outstanding common stock), the
corporation formed by such consolidation or merger shall execute and deliver to
the Holder a supplemental Representatives’ Unit Purchase Option providing that
the holder of each Representatives’ Unit Purchase Option then outstanding or to
be outstanding shall have the right thereafter (until the stated expiration of
such Representatives’ Unit Purchase Option) to receive, upon exercise of such
Representatives’ Unit Purchase Option, the kind and amount of shares of stock
and other securities and property receivable upon such consolidation or merger,
by a holder of the number of common stock of the Company for which such
Representatives’ Unit Purchase Option might have been exercised immediately
prior to such consolidation, merger, sale or transfer.  Such
supplemental Representatives’ Unit Purchase Option shall provide for adjustments
which shall be identical to the adjustments provided in Section
6.  The above provision of this Section shall similarly apply to
successive consolidations or mergers.

       

      c) Fractional
interests.  The Company shall not be required to issue
certificates representing fractions of Common Stock, Class B Common Stock or
Warrants upon the exercise of the Representatives’ Unit Purchase Option, nor
shall it be required to issue scrip or pay cash In lieu of any fractional
interests, it being the intent of the parties that all fractional interests
shall be eliminated by rounding any fraction up to the nearest whole number of
Warrants, Common Stock, Class B Common Stock or other securities, properties or
rights.

       

      
        	
                7)  

              	
                RESERVATION
      AND LISTING

              


      

       

      a) The
Company shall at all times reserve and keep available out of its authorized
Common Stock and Class B Common Stock, solely for the purpose of issuance upon
exercise of the Representatives’ Unit Purchase Options or the Warrants
underlying the Representatives’ Unit Purchase Option, such number of shares of
Common Stock, Class B Common Stock or other securities, properties or rights as
shall be issuable upon the exercise thereof.  The Company covenants
and agrees that, upon exercise of the Representatives’ Unit Purchase Options and
payment of the Exercise Price therefor, all Common Stock, Class B Common Stock
and other securities issuable upon such exercise shall be duly and validly
issued, fully paid and non-assessable and not subject to preemptive rights of
any stockholder.  The Company further covenants and agrees that upon
exercise of the Warrants underlying the Representatives’ Unit Purchase Options
and payment of the respective Warrant exercise price therefor, all Common Stock
and other securities issuable upon such exercise shall be duly and validly
issued, fully paid and non-assessable and not subject to preemptive rights of
any stockholder.

       

      b) As long
as the Representatives’ Unit Purchase Options shall be outstanding, the Company
shall use its best efforts to cause all (i) Units, Common Stock and Class B
Common Stock issuable upon exercise of the Representatives’ Unit Purchase
Options; (ii) Warrants issuable upon exercise of the Representatives’ Unit
Purchase Options; and (iii) Common Stock issuable upon exercise of the Warrants
included in the Units issuable upon exercise of the Representatives’ Unit
Purchase Option to be listed (subject to official notice of issuance) on all
securities exchanges (or, if applicable on the Nasdaq National Market, SmallCap
Market, OTC Bulletin Board or any successor trading market) on which the Units,
the Common Stock, Class B Common Stock or the Public Warrants issued to the
public in connection herewith may then be listed and/or quoted.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                8)  

              	
                CERTAIN
      NOTICE REQUIREMENTS

              


      

       

      a) Right to
Notice.  Nothing herein shall be construed as conferring upon
the Holders the right to vote or consent as a stockholder for the election of
directors or any other matter, or as having any rights whatsoever as a
stockholder of the Company.  lf, however, at any time prior to the
expiration of the Representatives’ Unit Purchase Options and their exercise, any
of the events described in Section 8(b) shall occur, then, in one or more of
said events, the Company shall give written notice of such event at least
fifteen days prior to the date fixed as a record date or the date of closing the
transfer books for the determination of the stockholders entitled to such
dividend, distribution, conversion or exchange of securities or subscription
rights, or entitled to vote on such proposed dissolution, liquidation, winding
up or sale.  Such notice shall specify such record date or the date of
the closing of the transfer books, as the case may
be.  Notwithstanding the foregoing, the Company shall deliver to each
Holder a copy of each notice given to the other stockholders of the Company at
the same time and in the same manner that such notice is given to the
stockholders.

       

      b) Enumerated
Events.  The Company shall be required to give the notice
described in this Section 8 upon one or more of the following
events:  (i) if the Company shall take a record of the holders of its
common stock for the purpose of entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or distribution
payable otherwise than out of retained earnings, as indicated by the accounting
treatment of such dividend or distribution on the books of the Company; or (ii)
the Company shall offer to all the holders of its common stock any additional
shares of capital stock of the Company or securities convertible into or
exchangeable for shares of capital stock of the Company, or any option, right or
warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up
of the Company (other than in connection with a consolidation or merger) or a
sale of all or substantially all of its properly, assets and business shall be
proposed,

       

      c) Change in Exercise
Price.  The Company shall, promptly after an event requiring a
change in the Exercise Price pursuant to Section 6 hereof, send notice to the
Holders of such event and change (the “Price Notice”).  The Price
Notice shall describe the event causing the change and the method of calculating
same and shall be certified as being true and accurate by the Company’s
President and Chief Financial Officer.

       

      d) Notice
Delivery.  All notices, requests, consents and other
communications under this Representatives’ Unit Purchase Option shall be in
writing and shall be deemed to have been duly made when hand delivered, or sent
via confirmed facsimile transmission, email or receipted overnight courier (i)
if to the registered Holder of the Representatives’ Unit Purchase Option, to the
address of such Holder as shown on the books of the Company; or (ii) if to the
Company, to the following address or to such other address as the Company may
designate by notice to the Holders:

       

      Funtalk
China Holdings Limited

      South
3/F, Chang’An XingRong Center

      No. 1
NaoShiKou Street, XiCheng District

      Beijing,
China 10031

      Attn:  Jackie
Leong, CFO

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                9)  

              	
                MISCELLANEOUS

              


      

       

      a) Amendments.  The
Company and l-Bankers may from time to time supplement or amend this
Representatives’ Unit Purchase Option without the approval of any of the Holders
in order to cure any ambiguity, to correct or supplement any provision contained
herein that may be defective or inconsistent with any other provisions herein,
or to make any other provision’s in regard to matters or questions arising
hereunder that the Company and I-Bankers may deem necessary or desirable and
that the Company and i-Bankers deem shall not adversely affect the interest of
the Holders.  All other modifications or amendments shall require the
written consent of and be signed by the party against whom enforcement of the
modification or amendment is sought.

       

      b) Headings.  The
headings contained herein are for the sole purpose of convenience of reference,
and shall not in any way limit or affect the meaning or interpretation of any of
the terms or provisions of this Representatives’ Unit Purchase
Option.

       

      c) Entire
Agreement.  This Representatives’ Unit Purchase Option
(together with the other agreements and documents being delivered pursuant to or
in connection with this Representatives’ Unit Purchase Option) constitutes the
entire agreement of the parties hereto with respect to the subject matter
hereof, and supersedes all prior agreements and understandings of the parties,
oral and written, with respect to the subject matter hereof.

       

      d) Binding
Effect.  This Representatives’ Unit Purchase Option shall inure
solely to the benefit of, and shall be binding upon, the Holder and the Company
and their permitted assignees, respective successors, legal representative and
assigns, and no other person shall have or be construed to have any legal or
equitable right, remedy or claim under or in respect of or by virtue of this
Representatives’ Unit Purchase Option or any provisions herein
contained.

       

      e) Governing
Law.  This Representatives’ Unit Purchase Option shall be
governed by and construed and enforced in accordance with the laws of the State
of Florida, without giving effect to conflict of laws.  The Company
hereby agrees that any action, proceeding or claim against it arising out of,
relating In any way to this Agreement shall be brought and enforced in the
courts of the State of Florida of the United States of America for the Southern
District of Florida, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive.  The Company hereby waives any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum.  Any such process or summons to be served upon the
Company may be served by transmitting a copy thereof by registered or certified
mail, return receipt requested, postage prepaid, addressed to it at the address
set forth in Section 8(d) hereof.  Such mailing shall be deemed
personal service and shall be legal and binding upon the Company in any action,
proceeding or claim.  The Company agrees that the prevailing
party(ies) In any such action shall be entitled to recover from the other
party(ies) all of its reasonable attorneys’ fees and expenses relating to such
action or proceeding and/or incurred in connection with the preparation
therefor.

       

      f) Waivers.  The
failure of the Company or the Holder to at any time enforce any of the
provisions of this Representatives’ Unit Purchase Option shall not be deemed or
construed to be a waiver of any such provision, nor to in any way affect the
validity of this Representatives’ Unit Purchase Option or any provision hereof
or the right of the Company or any Holder to thereafter enforce each and every
provision of this Representatives’ Unit Purchase Option.  No waiver of
any breach, non-compliance or non-fulfillment of any of the provisions of this
Representatives’ Unit Purchase Option shall be effective unless set forth in a
written instrument executed by the party or parties against whom or which
enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of
any other or subsequent breach, non-compliance or non-fulfillment.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      g) Counterparts.  This
Representatives’ Unit Purchase Option may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement, and shall become effective when one
or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto.

       

      h) Exchange
Agreement.  As a condition of the Holder’s receipt and
acceptance of this Representatives’ Unit Purchase Option, Holder agrees that, at
any time prior to the complete exercise of this Representatives’ Unit Purchase
Option by Holder, if the Company and I-Bankers enter into an agreement (the
“Exchange Agreement”) pursuant to which they agree that all outstanding
Representatives’ Unit Purchase Options will be exchanged for securities or cash
or a combination of both, then Holder shall agree to such exchange and become a
party to the Exchange Agreement.

       

      IN
WITNESS WHEREOF, the Company has caused this Representatives’ Unit Purchase
Option to be issued and signed by its duly authorized officer as of the date set
forth below.

       

      FUNTALK
CHINA HOLDINGS LIMITED

       

      By:  /s/ Dongping
Fei                                                                         

       

      Print
Name:  Dongping
Fei                                                                         

       

      Title:  Chief Executive
Officer                                                                         

       

      Date:  April 16,
2010                                                                         

       

      Registered
Holder

       

      
        Name:

      

       

      
        Address:

      

       

      
        Series A
Units:

      

       

      
        Series B
Units:

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Form To Be Used To Exercise
Representatives’ Unit Purchase Option

       

      
        	
                TO:

              	
                Funtalk
      China Holdings Limited

              


      

      
        	
                 
      

              	
                South
      3/F, Chang’An XingRong Center

              


      

      
        	
                 
      

              	
                No.
      1 NaoShiKou Street, XiCheng
District

              


      

      
        	
                 
      

              	
                Beijing,
      China 10031

              


      

       

      
        	
                WITH
      COPY TO:

              	
                Continental
      Stock Transfer and Trust Company

              


      

      
        	
                 
      

              	
                17
      Battery Place, 8th Floor

              


      

      
        	
                 
      

              	
                New
      York, NY 10004

              


      

       

      Date:                             ,
20__

       

      The
undersigned hereby elects irrevocably to exercise all or a portion of the within
Representatives’ Unit Purchase Option and to purchase __________ Series A Unites
(consisting of __________ Ordinary Shares and __________ Class A Warrants)
and/or __________ Series B Units (consisting of __________ Ordinary Shares and
__________Class B Warrants) of Funtalk China Holdings Limited (f/k/a Middle
Kingdom Alliance Corp.) and hereby makes payment of $__________ (at the rate of
$__________ PER Unit) in payment of the Exercise Price pursuant
thereto.  Please issue the Common Stock and Warrants as to which this
Representatives’ Unit Purchase Option is exercised in accordance with the
instructions given below.

       

      or

       

      The
undersigned hereby elects irrevocably to convert its right to purchase
__________ Series A Units and/or __________Series B Units purchasable under the
within Representatives’ Unit Purchase Option by surrender of the unexercised
portion of the attached Representatives’ Unit Purchase Option (with a “Value”
based, of $__________ based on a “Market Price” of
$__________).  Please issue the securities comprising the Units as to
which this Representatives’ Unit Purchase Option is exercised in accordance with
the instructions given below.

       

      


      _________________________

      [Authorized
Signature]

       

      


      _________________________

      [Print
Name]

       

      


      _________________________

       [Signature
Guaranteed]

       

      INSTRUCTIONS
FOR REGISTRATION OF SECURITIES

       

      
        	
                Name:

              	_________________________ 	 


      

      
        	
                 
      

              	
                [Print
      in Block Letters]

              


      

       

      
        	
                Address:

              	_________________________	 


      

      
        	
                 
      

              	_________________________


      

       

      NOTICE:  THE
SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
THE WITHIN REPRESENTATIVES’ UNIT PURCHASE OPTION IN EVERY PARTICULAR WITHOUT
ALTERNATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER , AND MUST SE GUARANTEED BY
A BANK, OTHER THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING
MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Form To Be Used To Assign
Representatives’ Unit Purchase Option

       

      ASSIGNMENT

       

      (To be
executed by the registered Holder to effect a transfer of the within
Representatives’ Unit Purchase Option)

       

      FOR VALUE
RECEIVED, ______________________________ does hereby sell, assign and transfer
unto ______________________________ the right to purchase __________ Series A
Units and/or __________ Series B Units of Funtalk China Holdings Limited (the
“Company”) evidenced by the within Representatives’ Unit Purchase Option and
does hereby authorize the Company to transfer such right on the books of the
Company.

       

      Date:                                           ,
20___

       

       

      


       

      _________________________

      [Authorized
Signature]

       

      _________________________

      [Print
Name]

       

      _________________________

      [Signature
Guaranteed]

       

      NOTICE:  THE
SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
THE WITHIN REPRESENTATIVES’ UNIT PURCHASE OPTION IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A
BANK, OTHER THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING
MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.