FUNTALK CHINA HOLDINGS LIMITED AS GUARANTOR IN FAVOUR OF NEDERLANDSE FINANCIERINGS — MAATSCHAPPIJ VOOR ONTWIKKELINGSLANDEN N.V. AS BENEFICIARYCorporate Guarantee • 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;
Equity Interest Pledge AgreementEquity 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.
Deed of AdherenceDeed of Adherence • July 9th, 2010 • Funtalk China Holdings LTD • Wholesale-electronic parts & equipment, nec • New York
THIS DEED OF ADHERENCE (this “Agreement”) dated as of June 30, 2010 is made by and between GM Investment Company Limited, a company incorporated in Hong Kong (“GM Investment”), 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”).
Deed of AdherenceDeed of Adherence • July 9th, 2010 • Funtalk China Holdings LTD • Wholesale-electronic parts & equipment, nec • New York
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,”
AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGEAgreement and Plan of Merger, Conversion and Share Exchange • July 9th, 2010 • Funtalk China Holdings LTD • Wholesale-electronic parts & equipment, nec
This AMENDMENT NO. 4 (this “Amendment”), dated as of June 30, 2010, to that certain Agreement and Plan of Merger, Conversion and Share Exchange (the “Merger Agreement”), dated as of September 5, 2008, as amended by Amendment No. 1, dated as of January 6, 2009, Amendment No. 2, dated as of June 16, 2009, and Amendment No. 3, dated as of June 1, 2010, is made by and among FUNTALK CHINA HOLDINGS LIMITED, an exempted limited company incorporated in the Cayman Islands (the “Company” or “MK Cayman”), PYPO DIGITAL COMPANY LIMITED, an exempted limited company incorporated in the Cayman Islands and a wholly-owned subsidiary of the Company (“Pypo Cayman”), PYPO HOLDINGS (HK) COMPANY LIMITED, company incorporated in Hong Kong and a wholly owned subsidiary of Pypo Cayman (“Pypo HK”), BEIJING FUNTALK CENTURY TECHNOLOGY GROUP COMPANY LIMITED, a limited liability company established in the PRC and an indirect wholly owned subsidiary of Pypo Cayman (“Pypo PRC), ARCH DIGITAL HOLDINGS LIMITED, a company
Framework Cooperation AgreementFramework Cooperation Agreement • July 9th, 2010 • Funtalk China Holdings LTD • Wholesale-electronic parts & equipment, nec
This Framework Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on April 28, 2010 (the “Signing Date”) in Beijing, China.
Pypo Holdings (HK) Company Limited Attention: Mr. Jackie Leong 48th Floor, Bank of China TowerWaiver Letter • July 9th, 2010 • Funtalk China Holdings LTD • Wholesale-electronic parts & equipment, nec
Deed of AdherenceDeed of Adherence • July 9th, 2010 • Funtalk China Holdings LTD • Wholesale-electronic parts & equipment, nec • New York
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”), Arch Digital Holdings Limited, a company incorporated in the British Virgin Islands (“Arch”) and Michael Marks and Bernard J. Tanenbaum III (collectively as “Middle Kingdom Representatives”). Each of GM Investment, Sinowill, Hu
FORM OF EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 9th, 2010 • Funtalk China Holdings LTD • Wholesale-electronic parts & equipment, nec
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of Column A by and between Column B (the “Company”) and Column C (the “Executive”) (collectively the “Parties”; individually a “Party”).
