Exhibits 4.5  AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF MERGER,
CONVERSION AND SHARE EXCHANGE  This
AMENDMENT NO.4(this Amendment), dated as ofJune 30, 2010, to that
certain Agreement and Plan of Merger, Conversion and Share Exchange (the Merger Agreement), dated as of September 5,
2008, as amended by Amendment No. 1, dated as of January 6, 2009,Amendment No. 2, dated as of June 16, 2009, and Amendment No. 3,
dated as of June 1, 2010,is made by and amongFUNTALK CHINA HOLDINGS LIMITED, an exempted limited company incorporated
in the Cayman Islands (the Companyor
MK Cayman),PYPO DIGITAL
COMPANY LIMITED, an exemptedlimited
company incorporated in the Cayman Islandsand a wholly-owned subsidiary of the Company(Pypo
Cayman), PYPO HOLDINGS (HK) COMPANY
LIMITED,  company incorporated in Hong
Kong and a wholly owned subsidiary of Pypo Cayman (Pypo
HK), BEIJING FUNTALK CENTURY TECHNOLOGY GROUP COMPANY LIMITED,
a limited liability company established in the PRC and an indirect wholly owned
subsidiary of Pypo Cayman (Pypo PRC), ARCH DIGITAL
HOLDINGS LIMITED, a company incorporated intheBritishVirginIslands(ARCHBVI),CAPITAL ALLY INVESTMENTS LIMITED, a company incorporated intheBritishVirginIslands(Capital
Ally), GM INVESTMENT COMPANY LIMITED, a company incorporated in
Hong Kong (GM Investment), SINOWILL
HOLDING LIMITED, a company incorporated in the British Virgin Islands (Sinowill), HUGE HARVEST ENTERPRISES
LIMITED, a company incorporated in the British Virgin Islands (Huge Harvest), KINGSTATE GROUP LIMITED, a company incorporated in the British Virgin Islands
(Kingstate), TREND FOCUS
LIMITED,a company incorporated in the British
Virgin Islands (Trend Focus), MICHAEL MARKS
and BERNARD J. TANENBAUM III (collectively as the Parties).MICHAEL
MARKS and BERNARD J. TANENBAUM III are collectively referred to herein as the Middle Kingdom Representatives.Capitalized terms used herein that are not
otherwise defined herein shall have the meanings ascribed to them in the Merger
Agreement.  RECITALS  A.Middle
Kingdom Alliance Corp., a corporation incorporated in the State of Delaware,
USA (Middle Kingdom), MK Arizona Corp.,
a corporation incorporated in the State of Arizona, USA and a wholly-owned
subsidiary of Middle Kingdom (MK Arizona),
Pypo Cayman, Pypo HK, Pypo PRC, ARCH BVI and Capital Allyhave heretofore
executed and entered into the Merger Agreement;  B.On
July 9, 2009, Middle Kingdom merged into MK Arizona, and MK Arizona
subsequently converted and continued its corporate existence from Arizona to
the Cayman Islands and changed its name to the name of the Company;  C.OnJune 30, 2010, Capital Ally agreed
to transfer all of 30,150,000 shares in the Company held by it to its
shareholders as follows: 15,075,000 shares to GM Investment, 9,648,000 shares
to Sinowill, 2,412,000 shares to each of Huge Harvest and Kingstate, and
603,000 shares to Trend Focus (collectively, the Transferred
Shares);  1


D.Pursuant to Section 16.2 of the Merger
Agreement, thepartiestheretomay amend the Merger Agreement by an instrument in
writing signed by each ofthem; and  E.All acts and things necessary to make this Amendment
a valid agreement, enforceable according to its terms, have been done and
performed, and the execution and delivery of this Amendment by the Parties have
been in all respects duly authorized by the Parties.  NOW,
THEREFORE, in consideration of the foregoing and the representations,
warranties and mutual agreements herein contained, and intending to be legally
bound herein, the Parties hereto agree as follows:  1.The parties
hereto agree that GM Investment, Sinowill, Huge Harvest, Kingstate and TrendFocus shall become
parties to and be bound by the provisions of the Merger Agreement and assume
all of Capital Allys rights and obligations under the Merger Agreement, and
that GM Investment, Sinowill, Huge Harvest, Kingstate and Trend Focus, together
with Arch BVI, shall be the Pypo Shareholders
as defined therein with respect to the applicable rights and obligations under
the Merger Agreement and that the Transferred Shares, together with the shares
held by Arch BVI, shall constitute Pypo Shares
as defined therein.  2.The definition of Change of Control of Annex A of the Merger
Agreement is amended by replacing it in its entirety with the following:  Change of Control
shall mean any:  (a)merger,
consolidation, business combination or similar transaction involving MK Cayman
in which any of the outstanding voting securities of MK Cayman is converted
into or exchanged for cash, securities or other property, other than any such
transaction where the voting securities of MK Cayman outstanding immediately
prior to such transaction are converted into or exchanged for voting securities
of the surviving or transferee Person that constitute a majority of the
outstanding shares of voting securities of such surviving or transferee Person
(immediately after giving effect to such issuance);  (b)sale, lease or other disposition directly or indirectly by merger,
consolidation, business combination, share exchange, joint venture, or
otherwise of assets of MK Cayman or any of its Subsidiaries representing all or
substantially all of the consolidated assets of MK Cayman and its Subsidiaries;  (c)issuance, sale
or other disposition of (including by way of share exchange, joint venture, or
any similar transaction by either MK Cayman or its stockholders) securities (or
options, rights or warrants to purchase, or securities convertible into or
exchangeable for such securities) representing 50% or more of the voting power
of MK Cayman; provided, that any acquisition of
securities directly from MK Cayman that the board of MK Cayman determines is
primarily for the purposes of raising financing for MK Cayman will not be taken
into account when determining if a Change in Control has occurred under this
clause (c); provided, further that any transfer or
distribution of securities by Capital Ally to all of its shareholders will not
be taken into  2


account
when determining if a Chang in Control has occurred under this clause (c) (such
proviso shall not be used for the purpose of evading the application of a true
Change of Control event);  (d)transaction in which any person (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) (other than Capital Ally, ARCH BVI, or any
Affiliate of Capital Ally or ARCH BVI, or pursuant to a transfer or
distribution by Capital Ally to all of its shareholders) becomes the beneficial
owner (as defined in Rule 13d-3 of the Exchange Act) of securities of MK
Cayman representing 50% or more of the outstanding voting capital stock of MK;provided, that any
acquisition of securities directly from MK Cayman that the board of MK Cayman
determines is primarily for the purposes of raising financing for MK Cayman
will not be taken into account when determining if a Change in Control has
occurred under this clause (d);  (e)the first day
on which a majority of the members of the Board of Directors of MK Cayman are
not Continuing Directors; and  (f)any combination of the foregoing.  3.Schedule C of the Merger Agreement is amended by replacing it in its
entirety with the following:  SCHEDULE C  Share and Warrant Allocation  Pypo Shareholders
  
  Initial Equity
  Payment
  
  Warrant
  Payment
  
  2010 Earn-
  Out Shares
  
  2011 Earn-Out
  SharesARCH DIGITAL HOLDINGS LIMITED
  
  14,850,000
  
  1,700,000
  
  2,608,696
  
  3,391,304CAPITAL ALLY INVESTMENTS LIMITED
  
  0
  *
  1,700,000
  
  0
  
  0GM INVESTMENT COMPANY LIMITED
  
  15,075,000
  
  0
  
  3,695,652
  
  4,804,348SINOWILL HOLDING LIMITED
  
  9,648,000
  
  0
  
  2,365,218
  
  3,074,784HUGE HARVEST ENTERPRISES LIMITED
  
  2,412,000
  
  0
  
  591,304
  
  768,695KINGSTATE GROUP LIMITED
  
  2,412,000
  
  0
  
  591,304
  
  768,695TREND FOCUS LIMITED
  
  603,000
  
  0
  
  147,826
  
  192,174TOTAL
  
  45,000,000
  
  3,400,000
  
  10,000,000
  
  13,000,000  3


* The Initial Equity Payment made to Capital Ally
on July 9, 2009 will be transferred to GM Investment, Sinowill, Huge
Harvest, Kingstate and Trend Focus on or about June 30, 2010.  4.Except as
expressly set forth herein, this Amendment shall not by implication or
otherwise alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Merger
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect.  5.This Amendment
may be executed in any number of counterparts, each of which shall be deemed to
be an original and all of which together shall be deemed to be one and the same
instrument.  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES FOLLOW]  4


FUNTALK CHINA HOLDINGS LIMITEDBy:
  /s/
  Kuo ZhangName:
  Kuo
  ZhangTitle:
  Chairman of the Board of Directors21/F,
  Block D The PlaceTowerNo.9
  Guanghua RoadChaoyang
  DistrictBeijing,PRC  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]  Signature Page to Amendment No.4


PYPO
  DIGITAL COMPANY LIMITEDBy:
  /s/
  Kuo ZhangName:
  Kuo
  ZhangTitle:
  DirectorCricket
  Square, Hutchins DrivePO
  Box 2681Grand
  Cayman, KY1-1111Cayman
  IslandsBEIJING FUNTALK CENTURY TECHNOLOGY GROUP COMPANY
  LIMITEDBy:
  /s/
  Kuo ZhangName:
  Kuo
  ZhangTitle:
  Chairman
  of the Board of Directors21/F,
  Block D The PlaceTowerNo.9
  Guanghua Road, Chaoyang DistrictBeijing,
  China 100020PYPO
  HOLDINGS (HK) COMPANY LIMITEDBy:
  /s/
  Kuo ZhangName:
  Kuo
  ZhangTitle:
  Director48/FBank
  of China Tower1
  Garden RoadCentral Hong Kong  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]  Signature Page to Amendment No.4


ARCH
  DIGITAL HOLDINGS LIMITEDBy:
  /s/
  Clement KwongName:
  Clement
  KwongTitle:
  Directorc/o
  ARC Advisors (HK) Limited13/F,
  St. Johns Building33
  Garden RoadCentral,
  Hong Kong  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]  Signature Page to
Amendment No.4


CAPITAL
  ALLY INVESTMENTS LIMITEDBy:
  /s/
  Kam YuenName:
  Kam
  YuenTitle:
  Director48/F,
  Bank of China Tower1
  Garden RoadCentral,
  Hong Kong  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]  Signature Page to
Amendment No.4


MICHAEL MARKSBy:
  /s/
  Michael MarksUnit
  3522635th
  FloorCitic
  Square1168
  Nanjing Road WestShanghai,
  PRC  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]  Signature Page to
Amendment No.4


BERNARD J. TANENBAUM IIIBy:
  /s/
  Bernard J. Tanenbaum III333
  Sandy Springs CircleSuite 223Atlanta,
  GAUSA  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]  Signature Page to
Amendment No.4


GM INVESTMENT COMPANY LIMITEDBy:
  /s/
  Kam YuenName:
  Kam YuenTitle:
  Director48th
  Floor, Bank of China Tower1
  Garden RoadCentral
  Hong Kong  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]  Signature Page to
Amendment No.4


SINOWILL HOLDING LIMITEDBy:
  /s/
  Nana GongName:
  Nana GongTitle:
  Director21/F,
  Block D The PlaceNo.9
  Guanghua Road, Chaoyang DistrictBeijing,
  China 100020  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]  Signature Page to
Amendment No.4


HUGE HARVEST ENTERPRISES LIMITEDBy:
  /s/
  Dongping FeiName:
  Dongping FeiTitle:
  Director21/F,
  Block D The PlaceNo.9
  Guanghua Road, Chaoyang DistrictBeijing,
  China 100020  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]  Signature Page to
Amendment No.4


KINGSTATE GROUP LIMITEDBy:
  /s/
  Hengyang ZhouName:
  Hengyang ZhouTitle:
  Director21/F,
  Block D The PlaceNo.9
  Guanghua Road, Chaoyang DistrictBeijing,
  China 100020  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]  Signature
Page to Amendment No.4


TREND
  FOCUS LIMITEDBy:
  /s/
  Kuo ZhangName:
  Kuo ZhangTitle:
  Director21/F,
  Block D The PlaceNo.9
  Guanghua Road, Chaoyang DistrictBeijing,
  China 100020  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]  Signature Page to
Amendment No.4