**Exhibit 4.8**

**CLASS A WARRANT AGREEMENT**

Agreement made as of December 19, 2006 between Middle KingdomAlliance Corp., a corporation organized under the laws of Delaware, with offices at 333 Sandy Springs Circle, Suite 223, Atlanta, GA 30328 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, withoffices at Continental Stock Transfer & Trust Company, 17 Battery Place, 8th floor, New York NY, 10004 (“Warrant Agent”). 

**WHEREAS**, the Company is engaged in 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 aprivate 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 theirdesignees (“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 theCompany’s common stock (“Common Stock”) for $5.00, subject to adjustment as described herein; and 

**WHEREAS**, theCompany has filed with the Securities and Exchange Commission Registration Statements, Nos. 333-133475 and 333-139325 on Forms S-1 (the “Registration Statement”) for the registration, under the Securities Act of 1933, as amended(“Act”) of, among other securities, the Warrants and the Common Stock issuable upon exercise of the Warrants; 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 provide for the form and provisions of the Warrants, the terms upon which they shall be issued andexercised, 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, bindingand legal obligations of the Company, and to authorize the execution and delivery of this Agreement. 

**NOW, THEREFORE**, inconsideration of the mutual agreements herein contained, the parties hereto agree as follows: 

1. Appointment of Warrant Agent. The Company hereby appointsthe 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 beissued in registered form only, 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 theBoard or President and Secretary of the Company and shall 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 personsigned 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 ofthe 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. 

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 theperson 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 otherwriting 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 thecontrary. 

2.4 Detachability of Warrants. The securities comprising the Units will not be separately transferable until 90 days after thedate hereof unless the Representative informs the Company of its decision to allow earlier separate trading, but in no event will the Representative allow separate trading of the securities comprising the Units until the Company files a Report onForm 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public Offering including the proceeds received by the Company from the exercise of the Underwriter’s over-allotmentoption, if the over-allotment option is exercised prior to the filing of the Form 8-K. 

2.5 Warrants and Representative’sWarrants. The Representative’s Warrants shall have the same terms and be in the same form as the Class A Warrants. 

3. Terms and Exercise ofWarrants 

3.1 Warrant Price. Each Class A Warrant and each Representative’s Warrant shall, when countersigned by the WarrantAgent, entitle the registered holder thereof, subject to the provisions of such Class A Warrant or Representative’s Warrant and of this Warrant Agreement, to purchase from the Company the number of Common Stock stated therein, at the priceof **$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 atwhich Common Stock 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 the later of the consummation bythe Company of a merger, capital stock exchange, asset acquisition or other similar business combination (“Business Combination”) (as described more fully in the Company’s Registration Statement) or December 13, 2007, andterminating 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 underthis 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 unexercisedregardless of whether a registration statement is currently effective under the Act with respect to the Common Stock issuable upon exercise of the Warrants. 

3.3 Exercise of Warrants. 

3.3.1 Payment. Subject to the provisions of the Warrant and this WarrantAgreement, 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 theCompany (or as otherwise agreed to by the Company), the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection 

 

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with the exercise of the Warrant, the exchange of the Warrant for the Common Stock, and the issuance of the Common Stock or (ii) in the event that theBoard 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 shares of Common Stock equal to the quotient obtained bydividing (x) the product of the number of shares of Common Stock 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. 

3.3.2 Issuance of Certificates. As soon as practicable afterthe exercise of any Warrant and the clearance of the funds in payment of the Warrant Price, the Company shall issue to the registered holder of such Warrant a certificate or certificates for the number of full shares of Common Stock to which he isentitled, 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 Common Stock is effective. Warrants may not beexercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful. 

3.3.3 Valid Issuance.All Common Stock 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 Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrantwas 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 stock transfer books of the Company are closed, suchperson shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. 

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 instructsthe 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 ofrecord 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 tothe 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 exerciseof 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 Warrantsby 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 ofWarrants. 

(b) In each instance in which a Warrant is exercised, the Warrant Agent shall promptly give written notice of such exercise tothe 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’sCommon 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 PublicOffering 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 theRepresentative, (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 

 

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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, asamended, 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 uponexercise 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 theRepresentative 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 paidto 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 theforegoing 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 ofWarrants. 

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

4. Adjustments. 

4.1 StockDividends—Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of 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 of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding CommonStock. 

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

4.3 Adjustments in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as providedin 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 shares of CommonStock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 

4.4 Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Common Stock (other than achange covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such Common Stock), or in the case of any consolidation of the Company with or into another corporation (other than a consolidation or merger in which theCompany 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 merger or sale or conveyance to another corporation or entity of the assets or otherproperty 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 conditionsspecified in the Warrants and in lieu of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, 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, that the Warrant holder would have received if such Warrant holder had exercised his, her orits Warrant(s) immediately prior to such event; and if any reclassification also results in a change in Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and thisSection 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 sharesissuable 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 sharespurchasable 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 or4.4, 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, orany defect therein, shall not affect the legality or validity of such event. 

4.6 No Fractional Shares. Notwithstanding any provisioncontained 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 theexercise 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 Common Stock 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 suchadjustment 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 Warrantthat 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. 

5.1Registration 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 andaccompanied 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 cancelledshall be delivered by the Warrant Agent to the Company from time to time upon request. 

5.2 Procedure for Surrender of Warrants. Warrantsmay 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 sosurrendered, 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 inexchange 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. 

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 ofa warrant certificate for a fraction of a warrant. 

5.4 Service Charges. No service charge shall be made for any exchange or registrationof 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 executedon behalf of the Company for such purpose. 

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

 

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6.1 No Rights as Stockholder. A Warrant does not entitle the registered holder thereof to any of therights of a stockholder 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 stockholders in respect of the meetings ofstockholders or the election of directors of the Company or any other matter. 

6.2 Lost, Stolen, Mutilated, or Destroyed Warrants. If anyWarrant 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 surrenderthereof), 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 Common Stock. The Company shall atall times reserve and keep available a number of its authorized but unissued Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement. 

6.4 Registration of Common Stock. The Company agrees that prior to the commencement of the Exercise Period, it shall file with the Securities andExchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration, under the Act, of, and it shall take such action as is necessary to qualify for sale, in those states in which theWarrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of suchregistration statement until the expiration of the Warrants in accordance with the provisions of this Agreement. In no event will the registered holder of a Warrant be entitled to receive a net-cash settlement in lieu of physical settlement inshares of Common Stock, regardless of whether the Common Stock underlying the Warrants is registered pursuant to an effective registration statement. 

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 chargesthat may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of Common Stock upon the exercise of Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or suchshares. 

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 fromall 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 inwriting 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 theholder 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 asuccessor 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 havingits 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 successorWarrant 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 iffor 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 suchpredecessor 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 suchsuccessor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations. 

 

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7.2.2 Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, theCompany shall give notice thereof to the predecessor Warrant Agent and the transfer agent for the Common Stock 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 whichthe Warrant Agent shall be a party to and shall be the successor Warrant Agent under this Agreement without any further act. 

7.3 Fees andExpenses of Warrant Agent. 

7.3.1 Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as suchWarrant 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, anddelivered 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. 

7.4 Liability of Warrant Agent. 

7.4.1Reliance 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 orsuffering 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, ChiefFinancial 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 toindemnify 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 theWarrant Agent’s negligence, willful misconduct, or bad faith. 

7.4.3 Exclusions. The Warrant Agent shall have no responsibility withrespect 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 thisAgreement 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 offacts 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 Common Stock to be issued pursuant to this Agreement or any Warrant or asto whether any Common Stock will when issued be valid and fully paid and nonassessable. 

7.5 Acceptance of Agency. The Warrant Agent herebyaccepts 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 accountfor, and pay to the Company, all moneys received by the Warrant Agent for the purchase of shares of the Company’s Common Stock (less any warrant solicitation fee due to the Representative pursuant to Section 3.3.5 herein) through theexercise of Warrants. 

8. Miscellaneous Provisions. 

 

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

8.2 Notices. Any notice, statement ordemand 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 orprivate 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: 

Middle Kingdom Alliance Corp. 

333 SandySprings Circle 

Suite 223 

Atlanta, GA 30328 

Attn: David A. Rapaport, Secretary and General Counsel 

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 besufficiently 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 theWarrant Agent with the Company), as follows: 

Continental Stock Transfer & Trust Co 

17 Battery Place, 8th floor 

New York NY10004 

Tel: (212) 845-3201 

Fax: (212) 509-5150 

Attn: Compliance Department 

with a copy in either case to: 

Cozen O’Connor 

The Army & Navy Club Building 

1627I Street, NW, Suite 1100 

Washington, DC 20006 

Attn: Ralph V. De Martino, Esq. 

and 

I-Bankers Securities, Inc. 

3340 Indian CreekCourt 

Fort Worth, Texas 76180 

Attn: Shelley Gluck 

8.3 Applicable law. The validity, interpretation, and performance of this Agreement and of the Warrants shallbe governed in all respects by the laws of the State of Delaware, 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 bebrought and enforced in the courts of the State of Delaware or the United States District Court for Delaware, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to suchexclusive 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, postageprepaid, 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 isintended, or shall be construed, to confer upon, or give to, 

 

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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 8.2hereof, 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 thisAgreement 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 theRepresentative with respect to the Sections 3.3.5, 6.4 and 8.2 hereof) and their successors and assigns and of the registered holders of the Warrants. 

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 inspectionby the registered holder of any Warrant. The Warrant Agent may require any such holder to submit his Warrant for inspection by it. 

8.6Counterparts. 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 notaffect the interpretation thereof. 

 

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

 
MIDDLE KINGDOM ALLIANCE CORP.By: 
/s/ Bernard J. Tanenbaum III
 Bernard J. Tanenbaum III, Chief Executive Officer
CONTINENTAL STOCK TRANSFER &

TRUSTCOMPANY
By: 
/s/ Steven Nelson
Name: Steven NelsonTitle: Chairman
 

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