Deed of Adherence

Exhibits 4.103

Deed of Adherence

THIS DEED OF ADHERENCE (this “Agreement”) dated as of June 30, 2010 is made by and among GM Investment Company Limited, a company incorporated in Hong Kong (“GM Investment”), Sinowill Holding Limited, a company incorporated in the British Virgin Islands (“Sinowill”), Huge Harvest Enterprises Limited, a company incorporated in the British Virgin Islands (“Huge Harvest”), Kingstate Group Limited, a company incorporated in the British Virgin Islands (“Kingstate”), Trend Focus Limited, a company incorporated in the British Virgin Islands (“Trend Focus”), Funtalk China Holdings Limited, an exempted limited company incorporated in the Cayman Islands (the “Company”), Capital Ally Investment Limited, a company incorporated in the British Virgin Islands (“Capital Ally”) and Arch Digital Holdings Limited, a company incorporated in the British Virgin Islands (“Arch”). Each of GM Investment, Sinowill, Huge Harvest, Kingstate and Trend Focus are sometimes referred to herein as a “New Shareholder,” and collectively as the “New Shareholders.”

WHEREAS, the Company, Capital Ally and Arch have entered into that certain Registration Rights Agreement dated as of July 9, 2009 (the “Registration Rights Agreement”).

WHEREAS, Capital Ally desires to assign its rights under the Registration Rights Agreement to the New Shareholders in connection with its transfer of an aggregate of 30,150,000 ordinary shares, par value $0.001, of the Company (the “Transferred Shares”) to the New Shareholders on June 30, 2010.

WHEREAS, the Company, Capital Ally, Arch and the New Shareholders have agreed that each New Shareholder shall execute this Agreement confirming its agreement to be bound by the provisions of the Registration Rights Agreement, with all of the rights and obligations of a “Shareholder” of “Registrable Securities” thereunder (as such terms are defined in the Registration Rights Agreement).

NOW IT IS AGREED AS FOLLOWS:

Section 1. Adherence to Registration Rights Agreement.  Each New Shareholder hereby agrees with each party to the Registration Rights Agreement that it will comply with and be bound by all of the provisions of the Registration Rights Agreement (a copy of which has been delivered to each New Shareholder and is attached hereto as Annex A for identification) in all respects as if each New Shareholder were a party to the Registration Rights Agreement and were named therein as a party, and on the basis that references therein to “Shareholder” shall include a separate reference to the New Shareholder, and the Transferred Shares owned by each New Shareholder, together with any Earn-Out Shares, as such term is defined in that certain Agreement and Plan of Merger, Conversion and Share Exchange, as amended, by and among the Company, Capital Ally, Arch and certain other parties, dated as of September 5, 2009, transferred by Capital Ally to each New Shareholder hereafter, shall constitute “Registrable Securities” as defined therein.

Section 2. Entire Agreement.  This Agreement sets forth the entire understanding and agreement of each New Shareholder, the Company, Capital Ally and Arch with respect to the transactions contemplated hereby and supersedes and replaces any prior understanding, agreement or statement of intent, in each case written or oral, of any kind and every nature with

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respect hereto. Any provision of this Agreement can only be amended or modified in whole or in part by an agreement in writing executed by each New Shareholder, the Company, Capital Ally and Arch.

Section 3. Governing Law.  This Agreement and the rights and obligations under it shall be governed by and construed exclusively in accordance with the laws of the State of New York, excluding that body of law relating to conflict of laws and choice of law that would result in the application of the substantive law of another jurisdiction.

Section 4. Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

	Funtalk China Holdings Limited
	By:	/s/ Dongping Fei
	Name:	Dongping Fei
	Title:	Director

[Signature Page of Deed of Adherence]

	GM Investment Company Limited
	By:	/s/ Xxx Xxxx
	Name:	Xxx Xxxx
	Title:	Director
	Sinowill Holding Limited
	By:	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Director
	Huge Harvest Enterprises Limited
	By:	/s/ Dongping Fei
	Name:	Dongping Fei
	Title:	Director
	Kingstate Group Limited
	By:	/s/ Hengyang Zhou
	Name:	Hengyang Zhou
	Title:	Director
	Trend Focus Limited
	By:	/s/ Xxx Xxxxx
	Name:	Xxx Xxxxx
	Title:	Director

[Signature Page of Deed of Adherence]

	Capital Ally Investment Limited
	By:	/s/ Xxx Xxxx
	Name:	Xxx Xxxx
	Title:	Director
	Arch Digital Holdings Limited
	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Director

[Signature Page of Deed of Adherence]

Annex A

Registration Rights Agreement