Unassociated Document


    Exhibit
4.2

     

    AMENDED
AND RESTATED

    CLASS
A WARRANT AGREEMENT

     

    Agreement
(this “Agreement”) made
July 9, 2009
between Pypo China Holdings Limited, an exempted company with limited liability
incorporated in the Cayman Islands, with its registered office at the offices of
Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman,
KY1-1104, (“Company”),
and Continental Stock Transfer & Trust Company, a New York corporation, with
offices at Continental Stock Transfer & Trust Company, 17 Battery Place, 8th
floor, New York NY, 10004 (the “Warrant Agent”).

     

    WHEREAS, Middle Kingdom
Alliance Corp., a Delaware corporation (“Middle Kingdom”), previously
conducted a public offering (“Public Offering”) of Series A
Units and Series B Units (collectively, the “Units”) and, in connection
therewith, has determined to issue and deliver up to (i) 990,000 Class A
Warrants (plus an additional 148,500 Class A Warrants if the representative of
the underwriters exercise their over-allotment option) to the public investors
plus 452,250 Class A Warrants in connection with a private placement of
securities to certain investors prior to the Public Offering (collectively, the
“Class A Warrants”), and
(ii) 99,000 Class A Warrants to I-Bankers Securities, Inc. (the “Representative”) or their
designees (“Representative’s
Warrants” and, together with the Class A Warrants, the “Warrants”), each of such
Warrants evidencing the right of the holder thereof to purchase one share, par
value $0.001, of Middle Kingdom’s common stock (“Common Stock”) for $5.00,
subject to adjustment as described herein; and

     

    WHEREAS, the form, provision
and terms of the Warrants were set forth in a Class A Warrant Agreement between
Middle Kingdom and the Warrant Agent dated as of December 19, 2006, as amended
(the “Original Class A Warrant
Agreement”); and

     

    WHEREAS, the Company has filed
with the Securities and Exchange Commission Registration Statement No.
333-153492 on Form S-4 (the “Registration Statement”) for
the registration, under the Securities Act of 1933, as amended (the “Act”) of, among other
securities, the Warrants and the Ordinary Shares issuable upon exercise of the
Warrants; and

     

    WHEREAS, Middle Kingdom has
entered into that certain Agreement and Plan of Merger, Conversion and Share
Exchange, dated September 5, 2008 (as amended, the “Exchange Agreement”) with Pypo
Digital Company Limited, an exempted company with limited liability incorporated
in the Cayman Islands, Arch Digital Holdings Limited, a British Virgin Islands
corporation, Capital Ally Investments Limited, a British Virgin Islands
corporation, and various other parties set forth on the signature pages to the
Exchange Agreement. Pursuant to the Exchange Agreement, Middle Kingdom has
merged with and into its wholly owned subsidiary MK Arizona Corp., an Arizona
corporation (“MK
Arizona”), and following such merger, MK Arizona has converted to and
registered by way of continuation and continued its existence as the Company. As
a result of these transactions, among other things, the Company assumed each
outstanding Class A Warrant of Middle Kingdom, thereby entitling each holder
thereof to purchase an equivalent number of ordinary shares of the Company, par
value US$0.001 per share (“Ordinary Shares”);
and


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    WHEREAS, the Company desires
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is
willing to so act, in connection with the issuance, registration, transfer,
exchange, and exercise of the Warrants; and

     

    WHEREAS, the Company desires
to update the Original Class A Warrant Agreement to reflect the consummation of
the transactions contemplated by the Exchange Agreement, and provide for the
form and provisions of the Warrants, the terms upon which they shall be issued
and exercised, and the respective rights, limitation of rights, and immunities
of the Company, the Warrant Agent, and the holders of the Warrants;
and

     

    WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants, when
executed on behalf of the Company and countersigned by or on behalf of the
Warrant Agent, as provided herein, the valid, binding and legal obligations of
the Company, and to authorize the execution and delivery of this
Agreement.

     

    NOW, THEREFORE, in
consideration of the mutual agreements herein contained, the parties hereto
agree as follows:

     

    1.           Appointment of Warrant
Agent.  The
Company hereby appoints the Warrant Agent to act as agent for the Company for
the Warrants, and the Warrant Agent hereby accepts such appointment and agrees
to perform the same in accordance with the terms and conditions set forth in
this Agreement.

     

    2.           Warrants.

     

    2.1          Form of Warrant.
 Each Warrant shall be issued in registered form only, and, subject to
Section 2.4 hereto, shall be in substantially the form of Exhibit A hereto,
the provisions of which are incorporated herein and shall be signed by, or
bear the facsimile signature of, the Chief Executive Officer, Chairman
of the Board, Chief Financial Officer or any Senior Vice President of
the Company and shall, if the Company has a seal, bear a facsimile of the
Company’s seal. In the event the person whose facsimile signature has been
placed upon any Warrant shall have ceased to serve in the capacity in which such
person signed the Warrant before such Warrant is issued, it may be issued
with the same effect as if he or she had not ceased to be such at the date of
issuance.

     

    2.2          Effect of
Countersignature.  Unless and until countersigned by the Warrant
Agent pursuant to this Agreement, a Warrant shall be invalid and of no
effect and may not be exercised by the holder thereof.

     

    2.3          Registration.

     

    2.3.1      Warrant Register.  The
Warrant Agent shall maintain books (“Warrant Register”), for the
registration of original issuance and the registration of transfer of the
Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall
issue and register the Warrants in the names of the respective holders thereof
in such denominations and otherwise in accordance with instructions delivered to
the Warrant Agent by the Company.


    
      
         


      

      
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    2.3.2      Registered Holder.  Prior
to due presentment for registration of transfer of any Warrant, the Company and
the Warrant Agent may deem and treat the person in whose name such Warrant shall
be registered upon the Warrant Register (“registered holder”), as the
absolute owner of such Warrant and of each Warrant represented thereby
(notwithstanding any notation of ownership or other writing on the Warrant
Certificate made by anyone other than the Company or the Warrant Agent), for the
purpose of any exercise thereof, and for all other purposes, and neither the
Company nor the Warrant Agent shall be affected by any notice to the
contrary.

     

    2.4          Warrants.  The
Class A Warrants shall have the same terms and be in the same form as
the Representative Warrants. For the avoidance of doubt, any Warrants
issued pursuant to the Original Class A Warrant Agreement, whether or not
replaced with the form of Warrant attached hereto, shall have the rights as set
forth in the form of Warrant attached hereto pursuant to Section 4.4 of the
Original Class A Warrant Agreement, and shall hereafter be governed by the terms
of this Agreement.

     

    3.           Terms and Exercise of
Warrants

     

    3.1          Warrant Price.
 Each Warrant shall, when countersigned by the Warrant Agent,
entitle the registered holder thereof, subject to the provisions of such
Warrant and of this Warrant Agreement, to purchase from the Company the
number of Ordinary Shares stated therein, at the price of $5.00 per whole share, subject
to the adjustments provided in Section 4 hereof and in the last sentence of
this Section 3.1. The term “Warrant Price” as used in this Warrant Agreement
refers to the price per share at which Ordinary Shares may be purchased at
the time a Warrant is exercised. The Company in its sole discretion may
lower the Warrant Price at any time prior to the Expiration
Date.

     

    3.2          Duration of Warrants.
 A Warrant may be exercised only during the period (“Exercise Period”) commencing
on _July 9, 2009 and terminating at 5:00 p.m., New York City time on
December 13, 2013 (“Expiration
Date”). Each Warrant not exercised on or before the Expiration Date shall
become void, and all rights thereunder and all rights in respect thereof
under this Agreement shall cease at the close of business on the Expiration
Date. The Company in its sole discretion may extend the duration of the
Warrants by delaying the Expiration Date. Notwithstanding the foregoing,
a Warrant may expire unexercised regardless of whether a registration
statement is currently effective under the Act with respect to the Ordinary
Shares issuable upon exercise of the Warrants.


    
      
         


      

      
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    3.3 
        Exercise of
Warrants.

     

    3.3.1      Payment.  Subject
to the provisions of the Warrant and this Warrant Agreement, a Warrant, when
countersigned by the Warrant Agent, may be exercised by the registered holder
thereof by surrendering it, at the office of the Warrant Agent, or at the office
of its successor as Warrant Agent, in the Borough of Manhattan, City and State
of New York, with the subscription form, as set forth in the Warrant, duly
executed, and (i) by paying in full, in lawful money of the United States, in
cash, good certified check or good bank draft payable to the order of the
Company (or as otherwise agreed to by the Company), the Warrant Price for each
full Ordinary Share as to which the Warrant is exercised and any and all
applicable taxes due in connection with the exercise of the Warrant, the
exchange of the Warrant for the Ordinary Shares, and the issuance of the
Ordinary Shares or (ii) in the event that the Board of Directors of the Company,
in their sole discretion, determine that the Warrants may be exercised on a
“cashless basis”, by surrendering his or her Warrant for that number of Ordinary
Shares equal to the quotient obtained by dividing (x) the product of the number
of Ordinary Shares underlying the Warrant, multiplied by the difference between
the Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair
Market Value. The “Fair Market Value” shall mean the date of exercise of the
Warrant. Notwithstanding the foregoing, at any time commencing one year after
the commencement of the Exercise Period, if no registration statement is
effective permitting the sale of the Ordinary Shares underlying the Warrants,
the Warrants may be exercised on a “cashless” basis.  In no event will
the registered holder of a Warrant be entitled to receive a net cash settlement
in lieu of physical settlement of Ordinary Shares.

     

    3.3.2      Issuance of
Certificates.  As
soon as practicable after the exercise of any Warrant and the clearance of the
funds in payment of the Warrant Price, the Company shall (i) enter the name of
the registered holder of such Warrant (or such other name or names as may be
directed by him, her or it) in the register of members of the Company as the
holder of that number of Ordinary Shares to which he, she or it is entitled and
(ii) issue to the registered holder of such Warrant a certificate or
certificates for such number of Ordinary Shares, registered in such name or
names as may be directed by him, her or it, and if such Warrant shall not have
been exercised in full, a new countersigned Warrant for the number of shares as
to which such Warrant shall not have been exercised. Notwithstanding the
foregoing, the Company shall not be obligated to deliver any securities pursuant
to the exercise of a Warrant unless a registration statement under the Act with
respect to the Ordinary Shares underlying such Warrant is effective. Warrants
may not be exercised by, or securities issued to, any registered holder in any
state in which such exercise would be unlawful.

     

    3.3.3      Valid
Issuance.  All
Ordinary Shares issued upon the proper exercise of a Warrant in conformity with
this Agreement shall be validly issued, fully paid and
nonassessable.

     

    3.3.4      Date of
Issuance.  Each
person in whose name any such certificate for Ordinary Shares is issued shall
for all purposes be deemed to have become the holder of record of such shares on
the date on which the Warrant was surrendered and payment of the Warrant Price
was made, irrespective of the date of delivery of such certificate, except that,
if the date of such surrender and payment is a date when the register of members
of the Company is closed, such person shall be deemed to have become the holder
of such shares at the close of business on the next succeeding date on which the
register of members is open.


    
      
         


      

      
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    3.3.5      Warrant Solicitation and
Warrant Solicitation Fee.

     

    (a)           The
Company has engaged the Representative, on a non-exclusive basis, as its agents
for the solicitation of the exercise of the Warrants. The Company, at its cost,
will (i) assist the Representative with respect to such solicitation, if
requested by the Representative, and (ii) provide the Representative, and direct
the Company’s transfer agent and the Warrant Agent to deliver to the
Representative, lists of the record and, to the extent known, beneficial owners
of the Warrants. The Company hereby instructs the Warrant Agent to cooperate
with the Representative in every respect in connection with the Representative’s
solicitation activities, including, but not limited to, providing to the
Representative, at the Company’s cost, a list of record holders of the Warrants
and circulating a prospectus or offering circular disclosing the compensation
arrangements referenced in Section 3.3.5(b) below to holders of the Warrants at
the time of exercise of the Warrants. In addition to the conditions set forth in
Section 3.3.5(b), the Representative shall accept payment of the warrant
solicitation fee provided in Section 3.3.5(b) only if they have provided bona
fide services to the Company in connection with the exercise of the Warrants and
only to the extent that an investor who exercises his Warrants specifically
designates, in writing, that the Representative solicited his exercise. In
addition to soliciting, either orally or in writing, the exercise of Warrants by
a Warrant holder, such services may also include disseminating information,
either orally or in writing, to Warrant holders about the Company or the market
for the Company’s securities, or assisting in the processing of the exercise of
Warrants.

     

    (b)           In
each instance in which a Warrant is exercised, the Warrant Agent shall promptly
give written notice of such exercise to the Company and the Representative
(“Warrant Agent’s Exercise
Notice”). If, upon the exercise of any Warrant more than one year from
the effective date of the Registration Statement, (i) the market price of the
Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of
compensation arrangements between the Company and the Representative with
respect to the solicitation of the exercise of the Warrants was made both at the
time of the Public Offering and at the time of exercise (by delivery of the
Prospectus or as otherwise required by applicable law, rule or regulation),
(iii) the holder of the Warrant confirms in writing that the exercise of the
Warrant was solicited by the Representative, (iv) the Warrant was not held in a
discretionary account, and (v) the solicitation of the exercise of the Warrant
was not in violation of Regulation M (as such rule or any successor rule may be
in effect as of such time of exercise) promulgated under the Securities Exchange
Act of 1934, as amended, then the Warrant Agent, simultaneously with the
distribution of the Common Stock underlying the Warrants so exercised in
accordance with the instructions from the Company following receipt of the
proceeds to the Company received upon exercise of such Warrant(s), shall, on
behalf of the Company, pay a fee of 5% of the Warrant Price to the
Representative, provided that the Representative deliver to the Warrant Agent
within ten (10) business days from the date on which the Representative has
received the Warrant Agent’s Exercise Notice, a certificate that the conditions
set forth the preceding clauses (ii), (iii), (iv) and (v) have been satisfied.
Notwithstanding the foregoing, no fee will be paid to the Representative with
respect to the exercise by the Underwriters or their affiliates or the Company’s
officers or directors of Warrants purchased by them upon exercise of the
Representative’s Warrants and still held by any of the foregoing for their own
account. The Representative and the Company may at any time during business
hours, examine the records of the Warrant Agent, including its ledger of
original Warrant certificates returned to the Warrant Agent upon exercise of
Warrants.


    
      
         


      

      
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    (c)           The
provisions of this Section 3.3.5. may not be modified, amended or deleted
without the prior written consent of the Representative.

     

    4.           Adjustments.

     

    4.1           Share Dividends—Split-Ups.  If
after the date hereof, and subject to the provisions of Section 4.6 below, the
number of outstanding Ordinary Shares is increased by a share dividend
payable in Ordinary Shares, or by a split-up of the Ordinary Shares, or other
similar event, then, on the effective date of such share dividend, split-up
or similar event, the number of Ordinary Shares issuable on exercise
of each Warrant shall be increased in proportion to such increase in the
outstanding Ordinary Shares.

     

    4.2           Aggregation of Shares. 
If after the date hereof, and subject to the provisions of Section 4.6, the
number of outstanding Ordinary Shares is decreased by a consolidation,
combination, reverse stock split or reclassification of the Ordinary Shares or
other similar event, then, on the effective date of such consolidation,
combination, reverse stock split, reclassification or similar event, the number
of Ordinary Shares issuable on exercise of each Warrant shall be decreased in
proportion to such decrease in the outstanding Ordinary Shares.

     

    4.3           Adjustments in Exercise Price.
 Whenever the number of Ordinary Shares purchasable upon the exercise of
the Warrants is adjusted, as provided in Section 4.1 and 4.2 above, the
Warrant Price shall be adjusted (to the nearest cent) by multiplying such
Warrant Price immediately prior to such adjustment by a fraction (x) the
numerator of which shall be the number of Ordinary Shares purchasable upon
the exercise of the Warrants immediately prior to such adjustment, and (y) the
denominator of which shall be the number of Ordinary Shares so purchasable
immediately thereafter.

     

    4.4           Replacement of Securities
upon Reorganization, etc.  In case of any reclassification or
reorganization of the outstanding Ordinary Shares (other than a change covered
by Section 4.1 or 4.2 hereof or that solely affects the par value of such
Ordinary Shares), or in the case of any 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 Ordinary Shares), or in
the case of any merger or sale or conveyance to another corporation or
entity of the assets or other property of the Company as an entirety
or substantially as an entirety in connection with which the Company is
dissolved, the Warrant holders shall thereafter have the right to purchase
and receive, upon the basis and upon the terms and conditions specified in the
Warrants and in lieu of the Ordinary Shares of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights
represented thereby, the kind and amount of shares 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, that the Warrant holder would have received if such Warrant holder had
exercised his, her or its Warrant(s) immediately prior to such event; and
if any reclassification also results in a change in the Ordinary Shares covered
by Section 4.1 or 4.2, then such adjustment shall be made pursuant to
Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section
4.4 shall similarly apply to successive reclassifications, reorganizations,
mergers or consolidations, sales or other transfers.


    
      
         


      

      
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    4.5           Notices of Changes in
Warrant.  Upon every adjustment of the Warrant Price or the number
of shares issuable upon exercise of a Warrant, the Company shall give
written notice thereof to the Warrant Agent, which notice shall state the
Warrant Price resulting from such adjustment and the increase or decrease,
if any, in the number of shares purchasable at such price upon the exercise of a
Warrant, setting forth in reasonable detail the method of calculation and
the facts upon which such calculation is based. Upon the occurrence of any event
specified in Sections 4.1, 4.2, 4.3 or 4.4 then, in any such event, the
Company shall give written notice to the Warrant holder, at the last address set
forth for such holder in the warrant register, of the record date or the
effective date of the event. Failure to give such notice, or any defect
therein, shall not affect the legality or validity of such
event.

     

    4.6           No Fractional Shares.
 Notwithstanding any provision contained in this Warrant Agreement to the
contrary, the Company shall not issue fractional shares upon exercise of
Warrants. If, by reason of any adjustment made pursuant to this Section 4, the
holder of any Warrant would be entitled, upon the exercise of such Warrant,
to receive a fractional interest in a share, the Company shall, upon such
exercise, round up to the nearest whole number the number of the Ordinary
Share to be issued to the Warrant holder.

     

    4.7           Form of Warrant.  The
form of Warrant need not be changed because of any adjustment pursuant to this
Section 4 and Warrants issued after such adjustment may state the same
Warrant Price and the same number of shares as is stated in the Warrants
initially issued pursuant to this Agreement. However, the Company may at
any time in its sole discretion make any change in the form of Warrant that
the Company may deem appropriate and that does not affect the substance
thereof, and any Warrant thereafter issued or countersigned, whether in
exchange or substitution for an outstanding Warrant or otherwise, may be in the
form as so changed.

     

    5.           Transfer and Exchange of
Warrants.

     

    5.1           Registration of
Transfer.  The Warrant Agent shall register the transfer, from time
to time, of any outstanding Warrant upon the Warrant Register, upon
surrender of such Warrant for transfer, properly endorsed with signatures
properly guaranteed and accompanied by appropriate instructions for
transfer. Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled
by the Warrant Agent. The Warrants so cancelled shall be delivered by the
Warrant Agent to the Company from time to time upon request.

     

    5.2           Procedure for
Surrender of
Warrants.  Warrants may be surrendered to the Warrant Agent,
together with a written request for exchange or transfer, and thereupon the
Warrant Agent shall issue in exchange therefor one or more new Warrants as
requested by the registered holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that in
the event that a Warrant surrendered for transfer bears a restrictive
legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants
in exchange therefor until the Warrant Agent has received an opinion of
counsel acceptable to the Company stating that such transfer may be made
and indicating whether the new Warrants must also bear a restrictive
legend.

     


    
      
         


      

      
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    5.3           Fractional Warrants.
 The Warrant Agent shall not be required to effect any registration of
transfer or exchange which will result in the issuance of a warrant
certificate for a fraction of a warrant.

     

    5.4           Service Charges.
 No service charge shall be made for any exchange or registration of
transfer of Warrants.

     

    5.5           Warrant Execution and
Countersignature.  The Warrant Agent is hereby authorized to
countersign and to deliver, in accordance with the terms of this Agreement,
the Warrants required to be issued pursuant to the provisions of this Section 5,
and the Company, whenever required by the Warrant Agent, will supply the
Warrant Agent with Warrants duly executed on behalf of the Company for such
purpose.

     

    6.           Other Provisions Relating to
Rights of Holders of Warrants.

     

    6.1           No Rights as Shareholder.  A
Warrant does not entitle the registered holder thereof to any of the rights of a
shareholder of the Company, including, without limitation, the right to
receive dividends, or other distributions, exercise any preemptive rights, to
vote or to consent or to receive notice as a shareholder in respect of the
meetings of shareholders or the election of directors of the Company or
any other matter.

     

    6.2           Lost, Stolen, Mutilated, or
Destroyed Warrants.  If any Warrant is lost, stolen, mutilated, or
destroyed, the Company and the Warrant Agent may on such terms as to
indemnity or otherwise as they may in their discretion impose (which shall, in
the case of a mutilated Warrant, include the surrender thereof), issue a
new Warrant of like denomination, tenor, and date as the Warrant so lost,
stolen, mutilated, or destroyed. Any such new Warrant shall constitute a
substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Warrant shall be at any time
enforceable by anyone.

     

    6.3           Reservation of Ordinary
Shares.  The Company shall at all times reserve and keep
available a number of its authorized but unissued Ordinary Shares that will be
sufficient to permit the exercise in full of all outstanding Warrants issued
pursuant to this Agreement.

     

    6.4           Registration of Ordinary Shares.
 The Company agrees that it shall use its best efforts to maintain the
effectiveness of the Registration Statement until the expiration of
the Warrants in accordance with the provisions of this
Agreement.

     

    7.           Concerning the Warrant Agent
and Other Matters.

     

    7.1           Payment of Taxes.
 The Company will from time to time promptly pay all taxes and charges that
may be imposed upon the Company or the Warrant Agent in respect of the
issuance or delivery of Ordinary Shares upon the exercise of Warrants, but the
Company shall not be obligated to pay any transfer taxes in respect of the
Warrants or such shares.


    
      
         


      

      
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    7.2          Resignation, Consolidation
or Merger of Warrant Agent.

     

    7.2.1      Appointment of
Successor
Warrant Agent. The
Warrant Agent, or any successor to it hereafter appointed, may resign its duties
and be discharged from all further duties and liabilities hereunder after giving
sixty (60) days’ notice in writing to the Company. If the office of the Warrant
Agent becomes vacant by resignation or incapacity to act or otherwise, the
Company shall appoint in writing a successor Warrant Agent in place of the
Warrant Agent. If the Company shall fail to make such appointment within a
period of 30 days after it has been notified in writing of such resignation or
incapacity by the Warrant Agent or by the holder of the Warrant (who shall, with
such notice, submit his Warrant for inspection by the Company), then the holder
of any Warrant may apply to the Supreme Court of the State of New York for the
County of New York for the appointment of a successor Warrant Agent at the
Company’s cost. Any successor Warrant Agent, whether appointed by the Company or
by such court, shall be a corporation organized and existing under the laws of
the State of New York, in good standing and having its principal office in the
Borough of Manhattan, City and State of New York, and authorized under such laws
to exercise corporate trust powers and subject to supervision or examination by
federal or state authority. After appointment, any successor Warrant Agent shall
be vested with all the authority, powers, rights, immunities, duties, and
obligations of its predecessor Warrant Agent with like effect as if originally
named as Warrant Agent hereunder, without any further act or deed; but if for
any reason it becomes necessary or appropriate, the predecessor Warrant Agent
shall execute and deliver, at the expense of the Company, an instrument
transferring to such successor Warrant Agent all the authority, powers, and
rights of such predecessor Warrant Agent hereunder; and upon request of any
successor Warrant Agent the Company shall make, execute, acknowledge, and
deliver any and all instruments in writing for more fully and effectually
vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties, and obligations.

     

    7.2.2      Notice of Successor Warrant
Agent. In the
event a successor Warrant Agent shall be appointed, the Company shall give
notice thereof to the predecessor Warrant Agent and the transfer agent for the
Ordinary Share not later than the effective date of any such
appointment.

     

    7.2.3      Merger or Consolidation of
Warrant Agent.  Any
corporation into which the Warrant Agent may be merged or with which it may be
consolidated or any corporation resulting from any merger or consolidation to
which the Warrant Agent shall be a party to and shall be the successor Warrant
Agent under this Agreement without any further act.

     

    7.3          Fees and Expenses of Warrant
Agent.

     

    7.3.1      Remuneration.  The
Company agrees to pay the Warrant Agent reasonable remuneration for its services
as such Warrant Agent hereunder and will reimburse the Warrant Agent upon demand
for all expenditures that the Warrant Agent may reasonably incur in the
execution of its duties hereunder.

     

    7.3.2      Further
Assurances.  The
Company agrees to perform, execute, acknowledge, and deliver or cause to be
performed, executed, acknowledged, and delivered all such further and other
acts, instruments, and assurances as may reasonably be required by the Warrant
Agent for the carrying out or performing of the provisions of this
Agreement.


    
      
         


      

      
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    7.4          Liability of Warrant
Agent.

     

    7.4.1      Reliance on Company
Statement.  Whenever
in the performance of its duties under this Warrant Agreement, the Warrant Agent
shall deem it necessary or desirable that any fact or matter be proved or
established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and established
by a statement signed by the Chief Executive Officer, Chief Financial Officer,
or Secretary of the Company and delivered to the Warrant Agent. The Warrant
Agent may rely upon such statement for any action taken or suffered in good
faith by it pursuant to the provisions of this Agreement.

     

    7.4.2      Indemnity.  The
Warrant Agent shall be liable hereunder only for its own negligence, willful
misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and
save it harmless against any and all liabilities, including judgments, costs and
reasonable counsel fees, for anything done or omitted by the Warrant Agent in
the execution of this Agreement, except as a result of the Warrant Agent’s
negligence, willful misconduct, or bad faith.

     

    7.4.3      Exclusions. The
Warrant Agent shall have no responsibility with respect to the validity of this
Agreement or with respect to the validity or execution of any Warrant (except
its countersignature thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any
Warrant; nor shall it be responsible to make any adjustments required under the
provisions of Section 4 hereof or responsible for the manner, method, or amount
of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment; nor shall it by any act hereunder be deemed to make
any representation or warranty as to the authorization or reservation of any
Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to
whether any Ordinary Shares will when issued be valid and fully paid and
nonassessable.

     

    7.5           Acceptance of Agency.
 The Warrant Agent hereby accepts the agency established by this Agreement
and agrees to perform the same upon the terms and conditions herein set
forth and among other things, shall account promptly to the Company with respect
to Warrants exercised and concurrently account for, and pay to the Company,
all moneys received by the Warrant Agent for the purchase of Ordinary
Shares through the exercise of Warrants.

     

    8.           Miscellaneous
Provisions.

     

    8.1           Successors.  All
the covenants and provisions of this Agreement by or for the benefit of the
Company or the Warrant Agent shall bind and inure to the benefit of their
respective successors and assigns.

     

    8.2           Notices.  Any
notice, statement or demand authorized by this Warrant Agreement to be given or
made by the Warrant Agent or by the holder of any Warrant to or on the
Company shall be sufficiently given when so delivered if by hand or overnight
delivery or if sent by certified mail or private courier service within
five days after deposit of such notice, postage prepaid, addressed (until
another address is filed in writing by the Company with the Warrant Agent),
as follows:


    
      
         


      

      
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    Pypo
China Holdings Limited

    South
3/F

    Chang’ An
XingRong Center

    XiCheng
District

    Beijing,
PRC

    Attn: Kuo
Zhang, Chairman of the Board of Directors

    


    Any
notice, statement or demand authorized by this Agreement to be given or made by
the holder of any Warrant or by the Company to or on the Warrant Agent shall be
sufficiently given when so delivered if by hand or overnight delivery or if sent
by certified mail or private courier service within five days after deposit of
such notice, postage prepaid, addressed (until another address is filed in
writing by the Warrant Agent with the Company), as follows:

     

    Continental
Stock Transfer & Trust Co

    17
Battery Place, 8th floor

    New York
NY 10004

    Tel:
(212) 845-3201

    Fax:
(212) 509-5150

    Attn:
Compliance Department

    


    with a
copy in either case to:

     

    Latham
& Watkins LLP

    41st
Floor

    One
Exchange Square

    8
Connaught Place, Central

    Hong
Kong

    Attn:
David T. Zhang, Esq.

    


    8.3           Applicable Law.  The
validity, interpretation, and performance of this Agreement and of the Warrants
shall be governed in all respects by the laws of the State of New York,
without giving effect to conflict of laws.  The Company hereby agrees that
any action, proceeding or claim against it arising out of or relating in any way
to this Agreement shall be brought and enforced in the courts of the State of
New York or the United States District Court for the Southern District of
New York, 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 8.2 hereof. Such mailing shall be deemed personal service and shall
be legal and binding upon the Company in any action, proceeding or
claim.

     

    8.4           Persons Having Rights under
this Agreement.  Nothing in this Agreement expressed and nothing
that may be implied from any of the provisions hereof is intended, or shall
be construed, to confer upon, or give to, any person or corporation other
than the parties hereto and the registered holders of the Warrants and, for the
purposes of Sections 3.3.5, 6.4 and 8.2 hereof, the Representative, any right,
remedy, or claim under or by reason of this Warrant Agreement or of any
covenant, condition, stipulation, promise, or agreement hereof. The
Representative shall be deemed to be a third party beneficiary of this Agreement
with respect to Sections 3.3.5, 6.4 and 8.2 hereof.  All covenants,
conditions, stipulations, promises, and agreements contained in this Warrant
Agreement shall be for the sole and exclusive benefit of the parties hereto
(and the Representative with respect to Sections 3.3.5, 6.4 and 8.2 hereof)
and their successors and assigns and of the registered holders of the
Warrants.


    
      
         


      

      
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    8.5           Examination of the Warrant
Agreement.  A copy of this Agreement shall be available at all
reasonable times at the office of the Warrant Agent in the Borough of
Manhattan, City and State of New York, for inspection by the registered holder
of any Warrant. The Warrant Agent may require any such holder to submit his
Warrant for inspection by it.

     

    8.6           Counterparts.
 This Agreement may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute but one and the same
instrument.

     

    8.7           Effect of Headings.
The Section headings herein are for convenience only and are not part of this
Warrant Agreement and shall not affect the interpretation
thereof.

     

    [Signature
Page Follows]


    
      
         


      

      
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    IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as
of the day and year first above written.

     

    
      
        
          
            	
                    PYPO
      CHINA HOLDINGS LIMITED

                  
	 	 
	
                    By:

                  	
                    /s/ David A.
      Rapaport               
        

                  
	
                    Name:

                  	
                    David A.
      Rapaport                     
        

                  
	
                    Title:

                  	
                    Secretary                                       

                  
	 
      	 
      
	
                    CONTINENTAL
      STOCK TRANSFER &

                    TRUST
      COMPANY

                  
	 	 
	
                    By:

                  	
                    /s/ Alexandra
      Albrecht                  
      

                  
	
                    Name:  

                  	
                    Alexandra
      Albrecht                        
      

                  
	
                    Title:

                  	
                    Vice
      President                                

                  


          

        

      

    

     

    Signature
Page to Class A Warrant Agreement


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    FORM OF CLASS A WARRANT
CERTIFICATE