Pypo China Holdings LTD Sample Contracts

FUNTALK CHINA HOLDINGS LIMITED (an exempted company with limited liability registered by way of continuation in the Cayman Islands) 12,000,000 Ordinary Shares UNDERWRITING AGREEMENT
Underwriting Agreement • August 2nd, 2010 • Funtalk China Holdings LTD • Wholesale-electronic parts & equipment, nec • New York

I, Kim Chuan (“Jackie”) Leong, Chief Financial Officer of Funtalk China Holdings Limited, a company incorporated in the Cayman Islands (the “Company”), pursuant to SECTION 5(m) of the Underwriting Agreement, dated August [3], 2010 (the “Underwriting Agreement”), among the Company, the Selling Shareholders and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representative of the several Underwriters named therein, hereby certify, solely in the capacity as an officer of the Company for and on behalf of the Company, that I am familiar with the accounting, operations, records systems and internal controls of the Company, I have participated in the preparation of the Registration Statement, the General Disclosure Package and the Prospectus, I have reviewed the disclosure in the Registration Statement, the General Disclosure Package and the Prospectus, and I have performed the following procedures on the financial and operating information and data identified and circled by you in the

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Exclusive Option Agreement
Exclusive Option Agreement • January 20th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec

This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the 5th day of August, 2008 in Beijing, the People’s Republic of China (“China” or the “PRC”):

AGREEMENT AND PLAN OF MERGER dated as of May 31, 2011 among Fortress Group Limited, Fortress Merger Sub Limited and Funtalk China Holdings Limited
Agreement and Plan of Merger • May 31st, 2011 • Funtalk China Holdings LTD • Wholesale-electronic parts & equipment, nec

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 31, 2011 is by and among Fortress Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Fortress Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and Funtalk China Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). Certain capitalized terms used in this Agreement are used as defined in Section 9.11.

EQUITY PLEDGE AGREEMENT Among CAPITAL ALLY INVESTMENTS LIMITED (“Pledgor”) and PYPO DIGITAL COMPANY LIMITED (“Beneficiary”) Dated 10 March 2008
Equity Pledge Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec • Hong Kong

The Pledgor and the Beneficiary are each hereinafter referred to individually as a “Party”, and collectively as the “Parties”.

Loan Agreement
Loan Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec

NOW, THEREFORE, Party A and Party B, on the basis of equality and free will and after friendly negotiations, hereby agree on the following:

LIMITED GUARANTY
Limited Guaranty • June 14th, 2011 • Funtalk China Holdings LTD • Wholesale-electronic parts & equipment, nec • New York

Limited Guaranty, dated as of May 31, 2011 (this “Limited Guaranty”), by PAG Asia I LP ( “Guarantor”), in favor of Funtalk China Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).

BEIJING FEIJIE INVESTMENT CO., LTD. AND ZHUQUN PENG OPERATION AND MANAGEMENT AGREEMENT MAY 5, 2008 SUZHOU
Operation and Management Agreement • October 15th, 2009 • Pypo China Holdings LTD • Wholesale-electronic parts & equipment, nec

THIS OPERATION AND MANAGEMENT AGREEMENT (this “Agreement”) is entered into by and between the following parties in Suzhou, Jiangsu Province, the People’s Republic of China (the “PRC”) on May 5, 2008:

Loan Agreement
Loan Agreement • April 30th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec

This Loan Agreement (this “Agreement”) is made and entered into by and between the parties below as of September 1, 2008 in Beijing, China:

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec • Hong Kong

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of November __, 2007, by and between Beijing Pypo Technology Group Company Limited (the “Company”), and Clement Kwong (the “Indemnitee”), a director of the Company.

STYLE TECHNOLOGY DEVELOPMENT LIMITED and PYPO HOLDINGS (HK) COMPANY LIMITED EQUITY INTERESTS TRANSFER AGREEMENT relating to BEIJING PYPO TECHNOLOGY GROUP COMPANY LIMITED October 15, 2007
Equity Interests Transfer Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec

The Transferor agrees to transfer the 50% Equity Interests held by it to the Transferee, and the Transferee agrees to accept the 50% Equity Interests. Therefore, the Parties hereby agree to and shall abide by the following:

Supplementary Agreement to Equity Interest Pledge Agreement Supplementary Agreement to Equity Interest Pledge Agreement
Supplementary Agreement • July 15th, 2009 • Pypo China Holdings LTD • Wholesale-electronic parts & equipment, nec

This Supplementary Agreement to Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on [March 3 ], 2009 in Beijing, the People’s Republic of China (“China” or the “PRC”):

SUPPLEMENTAL FUNDS TRANSFER AGREEMENT Among PYPO DIGITAL COMPANY LIMITED and ARCH DIGITAL HOLDINGS LTD.
Supplemental Funds Transfer Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec • Hong Kong

WHEREAS, the Parties entered into a Funds Transfer Agreement dated 10 March 2008 (the “Funds Transfer Agreement”) under which ARCH has transferred and/or procured the transfer of US$20,000,000 to Pypo and Pypo has transferred and/or procured the transfer of RMB150,000,000 to ARCH.

DEED OF RELEASE Among CAPITAL ALLY INVESTMENTS LIMITED (“Pledgor”) and PYPO DIGITAL COMPANY LIMITED (“Beneficiary”)
MK Arizona Corp. • March 9th, 2009 • Wholesale-electronic parts & equipment, nec • Hong Kong
Supplemental Agreement to Acquisition Framework Agreement
Supplemental Agreement to Acquisition Framework Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec • Shanghai

THIS SUPPLEMENTAL AGREEMENT TO THE ACQUISITION FRAMEWORK AGREEMENT (the “Agreement”) is entered into by and among the following parties in Suzhou, Jiangsu Province, China on October 30, 2008:

SAMSUNG ANYCALL MOBILE PHONE DISTRIBUTION AGREEMENT DATE: JULY 1, 2008 PLACE OF EXECUTION: BEIJING, CHINA
Samsung Anycall Mobile Phone • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec

NOW THEREFORE, in order to promote the interests of both parties, based on the principles of honesty, trustworthiness and reciprocity, Samsung and Pypo Beijing agree to the following terms:

LOAN AGREEMENT Among CAPITAL ALLY INVESTMENTS LIMITED (“Borrower”) and PYPO DIGITAL COMPANY LIMITED (“Lender”) Dated 10 March 2008
Loan Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec • Hong Kong
SHARE PURCHASE AGREEMENT
Share Purchase Agreement • October 16th, 2009 • Pypo China Holdings LTD • Wholesale-electronic parts & equipment, nec • New York

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of October 2, 2009, by and among Pypo Digital Company Limited, an exempted company organized under the laws of the Cayman Islands (“Purchaser”), Capital Ally Investments Limited, a private limited company organized under the laws of the British Virgin Islands (“Capital Ally”), and Arch Digital Holdings Limited, a private limited company organized under the laws of the British Virgin Islands (“Arch,” and together with Capital Ally, “Sellers”). Each of Purchaser and Sellers is a “Party” and collectively, the “Parties.”

AMENDMENT TO CLASS B WARRANT AGREEMENT
Class B Warrant Agreement • May 13th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec

This Amendment to the Class B Warrant Agreement dated December 13, 2006 (the “Agreement”) is made as of May 13, 2009 by and between Middle Kingdom Alliance Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Warrant Agent”).

SUPPLEMENTAL LOAN AGREEMENT Among CAPITAL ALLY INVESTMENTS LIMITED (“Borrower”) and PYPO DIGITAL COMPANY LIMITED (“Lender”)
Supplemental Loan Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec • Hong Kong

WHEREAS, the Parties entered into a Loan Agreement dated 10 March 2008 (the “Loan Agreement”) under which the Lender has made available to the Borrower a loan in the principal amount of US$20,000,000.

FUNTALK CHINA HOLDINGS LIMITED (an exempted company with limited liability registered by way of continuation in the Cayman Islands) 10,000,000 Ordinary Shares UNDERWRITING AGREEMENT
Underwriting Agreement • October 18th, 2010 • Funtalk China Holdings LTD • Wholesale-electronic parts & equipment, nec • New York

I, Kim Chuan (“Jackie”) Leong, Chief Financial Officer of Funtalk China Holdings Limited, a company incorporated in the Cayman Islands (the “Company”), pursuant to SECTION 5(j) of the Underwriting Agreement, dated , 2010 (the “Underwriting Agreement”), among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Jefferies & Company, Inc. as Representatives of the several Underwriters named therein, hereby certify, solely in the capacity as an officer of the Company for and on behalf of the Company, that I am familiar with the accounting, operations, records systems and internal controls of the Company, I have participated in the preparation of the Registration Statement, the General Disclosure Package and the Prospectus, I have reviewed the disclosure in the Registration Statement, the General Disclosure Package and the Prospectus, and I have performed the following procedures on the financial and operating information and data identified and circled by you in the preli

Beijing Feijie Investment Co., Ltd (the “Acquirer”), Zhuqun Peng (the “Controlling Party”) and the Companies and Individual Industrial and Commercial Households Listed in Schedule 1 (collectively, the “Transferors”) Acquisition Framework Agreement May...
Acquisition Framework Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec

THIS ACQUISITION FRAMEWORK AGREEMENT (this “Agreement”) is entered into by and among the following parties in Suzhou, Jiangsu Province, the People’s Republic of China (the “PRC”) on May 5, 2008 (the “Execution Date”):

Maximum Guarantee Contract (For Individual Guarantor Use) Contract No.: Ge Gao Bao Zi, 001 China Minsheng Banking Corp. Ltd.
MK Arizona Corp. • April 6th, 2009 • Wholesale-electronic parts & equipment, nec

In order to secure the performance of the master contract (the “Master Contract”) entered into by and among Beijing Pypo Technology Group Company Limited (the “Debtor”) and the Creditor, the Guarantor hereby voluntarily provides this maximum guarantee for all the indebtness under the Master Contract. The Parties enter into this contract (the “Contract”) in accordance with relevant laws and regulations of China through friendly negotiation.

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WARRANT EXCHANGE AGREEMENT
Warrant Exchange Agreement • October 13th, 2010 • Funtalk China Holdings LTD • Wholesale-electronic parts & equipment, nec • New York

THIS WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of October 11, 2010, is entered into by and between ARCH Digital Holdings Limited (the “Seller”), and Funtalk China Holdings Limited, a Cayman Islands exempted company (the “Company”).

SUPPLEMENTARY AGREEMENT TO THE OPERATION AND MANAGEMENT AGREEMENT
Supplementary Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec

This Supplementary Agreement to the Operation and Management Agreement (the “Agreement”) is entered into by and between the following parties in Suzhou, Jiangsu Province, the People’s Republic of China (the “PRC”) on October 30, 2008.

FUNDS TRANSFER AGREEMENT Among PYPO DIGITAL COMPANY LIMITED and ARCH DIGITAL HOLDINGS LTD. Dated 10 March 2008
Funds Transfer Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec • Hong Kong

WHEREAS, Pypo is owned as to approximately 182,700,000 ordinary shares of US$0.0001 by Capital Ally (the “Interests”) and 90,000,000 ordinary shares of US$0.0001 by ARCH.

AMENDMENT TO CLASS A WARRANT AGREEMENT
Class a Warrant Agreement • May 13th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec

This Amendment to the Class A Warrant Agreement dated December 13, 2006 (the “Agreement”) is made as of May 13, 2009 by and between Middle Kingdom Alliance Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Warrant Agent”).

FORM OF UNDERWRITING AGREEMENT between FUNTALK CHINA HOLDINGS LIMITED and RODMAN & RENSHAW, LLC as Representative
Underwriting Agreement • December 11th, 2009 • Funtalk China Holdings LTD • Wholesale-electronic parts & equipment, nec • New York

The undersigned, Funtalk China Holdings Limited, a company formed under the laws of the Cayman Islands (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of the Company, the “Company”), hereby confirms its agreement with Rodman & Renshaw, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

CONFIDENTIAL FULLY REDACTED VERSION Beijing Feijie Investment Co., Ltd (the “Acquirer”), Zhuqun Peng (the “Controlling Party”) and the Companies and Individual Industrial and Commercial Households Listed in Schedule 1 (collectively, the “Transferors”)...
Acquisition Framework Agreement • April 6th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec

THIS ACQUISITION FRAMEWORK AGREEMENT (this “Agreement”) is entered into by and among the following parties in Suzhou, Jiangsu Province, the People’s Republic of China (the “PRC”) on May 5, 2008 (the “Execution Date”):

PYPO DIGITAL COMPANY LIMITED AS GUARANTOR IN FAVOUR OF NEDERLANDSE FINANCIERINGS – MAATSCHAPPIJ VOOR ONTWIKKELINGSLANDEN N.V. AS BENEFICIARY CORPORATE GUARANTEE
Corporate • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec

PYPO DIGITAL COMPANY LIMITED (the “Guarantor”) a company incorporated and existing under the laws of the Cayman Islands (Reg. no. CI-196422) having its registered office at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands;

FUNTALK CHINA HOLDINGS LIMITED AS GUARANTOR IN FAVOUR OF NEDERLANDSE FINANCIERINGS — MAATSCHAPPIJ VOOR ONTWIKKELINGSLANDEN N.V. AS BENEFICIARY
Corporate • July 9th, 2010 • Funtalk China Holdings LTD • Wholesale-electronic parts & equipment, nec

FUNTALK CHINA HOLDINGS LIMITED (the “Guarantor”) a company incorporated and existing under the laws of the Cayman Islands (Reg. no. MC-228089) having its registered office at the offices of Maples Corporate Services Limited, Ugland House, PO Box 309, Grand Cayman, KY1-1104, Cayman Islands;

Share Transfer Agreement
Transfer Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec

As used in this Share Transfer Agreement (the “Agreement”), each of the Transferor and the Transferee is a “Party” and they are collectively referred to as the “Parties.”

Equity Interest Pledge Agreement
Interest Pledge Agreement • July 9th, 2010 • Funtalk China Holdings LTD • Wholesale-electronic parts & equipment, nec

In order to guarantee Party B’s creditor’s rights in connection with trust loans to Shanghai Xinmeng Investment Company Limited (“Shanghai Xinmeng”) under the “Financing Agreement” (“Master Contract”), contract No. P2007M 33AJX0002-TR17, between Party B and Shanghai Xinmeng, Party A pledges its 100% equity interest (“Pledged Equity”) in Jiangsu Pypo Technology Co. Ltd. (“Jiangsu Pypo”) to Party B, and provides pledge guarantee for Shanghai Xinmeng’s repayment obligations to Party B under the Master Contract, and Party B agrees to accept the pledge guarantee provided by Party A.

AMENDED AND RESTATED CLASS B WARRANT AGREEMENT
Class B Warrant Agreement • December 2nd, 2009 • Funtalk China Holdings LTD • Wholesale-electronic parts & equipment, nec • New York

Agreement (this “Agreement”) made as of 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, (the “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”).

Beijing Leyu Shiji Telecommunications Equipment Retail Chain Co., Ltd. (the “Acquirer”) AND Suzhou Industrial Park Pengjing Kunxiang Technology Co., Ltd. (the “Transferor”) Equity Interest Transfer Framework Agreement ABOUT Jiangsu Guanzhilin Mobile...
Transfer Framework Agreement • September 17th, 2009 • Pypo China Holdings LTD • Wholesale-electronic parts & equipment, nec

THIS EQUITY INTEREST TRANSFER FRAMEWORK AGREEMENT (this “Agreement”) is entered into by the parties below as of September 11, 2009 (“Execution Date”):

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