Unassociated Document


    Exhibit
4.3

     

    Form
of Amendment No. 1

     

    Representatives’
Unit Purchase Option

     

    THE
REGISTERED HOLDER OF THIS REPRESENTATIVES’ UNIT PURCHASE OPTION, AS AMENDED, 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.

     

    This
Amendment No. 1 to the Representatives’ Unit Purchase Option of Funtalk China
Holdings Limited (the “Company”) is made as a result of the mandatory separation
of the Company’s Series A and Series B Units beginning September 27,
2010.

     

    The
Company’s Series A Units and Series B Units will cease trading and Unit holder’s
accounts, in lieu of the Units, will reflect ownership of the Company’s Ordinary
Shares and Warrants.

     

    Accordingly,
upon any exercise of the Representatives’ Unit Purchase Option under the terms
thereof, the holder of such Representatives’ Unit Purchase Option will no longer
receive Series A and Series B Units, but instead will receive the component
parts of such Units.  Each Series A Unit is exercisable into one (1)
Ordinary Share of the Company and five (5) Class A Warrants of the Company and
each Series B Unit is exercisable into one (1) Ordinary Share of the Company and
one (1) Class B Warrant of the Company.

     

    All other
terms and conditions of the Representatives’ Unit Purchase Option shall remain
in full force and effect except as modified herein.

     

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

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	
                                    FUNTALK
      CHINA HOLDINGS LIMITED

                                     

                                     

                                  	 
	 	 	 	 
	
                                     

                                  	
                                    By:
      

                                  	 	 
	 	Print
      Name:  	 	 
	 	Title:  	  	 
	 	Date:      	 	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Accepted
and agreed to this ______ day of

    _______________,
2010, by:

    


    


    Name:
_____________________________                                

    Address:
___________________________

    ___________________________________

    


    


    Series A
Units____________________________                                   

    (Equal to
________________Ordinary Shares and_____________Class A Warrants)

    


    Series B
Units____________________________                                   

    (Equal to
________________Ordinary Shares and_____________Class B Warrants)