THE
WARRANT REPRESENTED BY THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED
OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.


 


THE SECURITIES REPRESENTED
BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER AND OTHER TERMS
OF THIS WARRANT.  ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFERS AND OTHER TERMS OF
THIS WARRANT SHALL BE VOID.


 


WARRANT


to
purchase


Ordinary
Shares


 of


KONGZHONG
CORPORATION


an
exempted limited liability company incorporated under the laws of the Cayman Islands


 


Issue
Date:  August 28, 2012


 


1.        Definitions.
Unless the context otherwise requires, when used herein, the following terms shall have the respective meanings indicated, and
capitalized terms not otherwise defined herein shall have the respective meanings indicated in the Licensee Agreement (as defined
below).


 


“ADSs”
means the American Depositary Shares of the Company, each representing forty (40) Ordinary Shares. 


 


“Business
Combination” means a merger, consolidation, statutory share exchange, sale, transfer or exclusive license of all or substantially
all of assets or shares or any similar transaction that requires the approval of the Company’s shareholders or other transactions
or series of transactions that otherwise result in a change in control of the Company.


  


“Business
Day” means any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions
in Seattle, Washington or the City of New York, New York, United States of America, or Beijing, People’s Republic of China
generally are authorized or required by law or other governmental actions to close.


 


“CFC”
means a “Controlled Foreign Corporation” as defined in the Code.


 


“Code”
means the U.S. Internal Revenue Code of 1986, as amended.


 


“Company”
means KongZhong Corporation, an exempted limited liability company incorporated under the laws of the Cayman Islands.


 




    	 



    	 



    

 


“Dispute”
has the meaning set forth in Section 14(C).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated
thereunder.


 


“Exercise
Price” means US$0.175.


 


“Expiration
Time” has the meaning set forth in Section 3.


 


“Hedging
Transaction” has the meaning set forth in Section 7(B).


 


“Ordinary
Shares” means the ordinary shares of the Company, par value US$0.0000005 per share.


 


“Party”
has the meaning set forth in Section 14(C).


 


“Permitted
Transferee” means an Affiliate of ArenaNet, Inc. or any third party that gains control over ArenaNet in a change in control
transaction, including any third party that purchases all or substantially all of the assets of ArenaNet, Inc. 


 


“PFIC”
means the passive foreign investment company as defined in Section 1297 of the Code.


 


“License
Agreement” means the Guild Wars 2 Game License Agreement dated August 28, 2012, among the ArenaNet, Inc., KongZhong Corporation,
Shanghai KongZhong Brilliant Game Company Limited (上海空中宏电网络技术有限公司)
and KongZhong Information Technologies (Beijing) Company Limited (空中信通信息技术(北京)有限公司).


 


“Securities
Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated
thereunder.


 


“Transaction
Documents” means this Warrant, the License Agreement, the Bank Guarantee and the Registration Rights Agreement.


 


“Transfer”
has the meaning set forth in Section 7(A).


 


“Warrantholder”
has the meaning set forth in Section 2.


 


“Warrant”
means this Warrant, issued pursuant to the License Agreement.


 


“Warrant
Shares” means the Ordinary Shares issuable upon exercise of this Warrant. 


 


2.        Number
of Shares; Exercise Price. This certifies that, for value received, ArenaNet, Inc. or its Permitted Transferee, as the case
may be, as the holder of this Warrant (the “Warrantholder”), is entitled, upon the terms and subject to the
conditions hereinafter set forth, to acquire from the Company up to an aggregate of 40,000,000 Ordinary Shares, at a purchase price
per Ordinary Share equal to the Exercise Price. The number of Ordinary Shares and the Exercise Price are subject to adjustment
as provided herein, and all references to “Ordinary Shares” and “Exercise Price” herein shall be deemed
to include any such adjustment or series of adjustments. 


 




    	2



    	 



    

 


3.        Exercise of
Warrant; Term. To the extent permitted by applicable laws and regulations, the right to purchase the Ordinary Shares represented
by this Warrant is exercisable, in whole but not in part by the Warrantholder, at any time on or after the Open Beta Launch
Date, but in no event later than 5:00 p.m., New York City time, on the date
that is the first (1st) anniversary of the Open Beta Launch Date
(the “Expiration Time”), by (A) the surrender of this Warrant and the delivery of the Notice of Exercise in
substantially the form attached hereto as Annex I, duly completed and executed on behalf of the Warrantholder, at the principal
executive office of the Company located at 35th Floor, Tengda Plaza, No. 168 Xizhimenwai Street, Beijing 100044, People’s
Republic of China (or such other office or agency of the Company as it may designate by notice in writing to the Warrantholder)
and (B) payment of the Exercise Price for the Ordinary Shares thereby purchased at the election of the Warrantholder by wire transfer
of immediately available funds to an account designated by the Company. 


  


4.        Issuance
of Shares; Authorization. The Company shall enter the Warrantholder in the Company’s Register of Members as the holder
of the Ordinary Shares issued upon the exercise of this Warrant, and certificates for Ordinary Shares issued upon exercise of this
Warrant will be issued in the name of the Warrantholder and delivered to the Warrantholder, in each case, as promptly as is reasonably
practicable, not to exceed five (5) Business Days after the date on which this Warrant has been duly exercised in accordance with
the terms of this Warrant. The Company hereby represents and warrants that any Ordinary Shares issuable upon the exercise of this
Warrant in accordance with the provisions of Section 3 will be duly authorized and when issued upon exercise of this Warrant against
payment therefor in accordance with the terms of this Warrant, will be validly issued, fully paid and non-assessable.


 


5.        No
Fractional Shares or Scrip. No fractional Ordinary Shares or scrip representing fractional Ordinary Shares shall be issued
upon any exercise of this Warrant. In lieu of any fractional Ordinary Share to which the Warrantholder would otherwise be entitled,
the Warrantholder shall be entitled to receive a cash payment therefore on the basis of the Exercise Price.


 


6.        No
Rights as Shareholders. This Warrant does not entitle the Warrantholder to any voting rights or other rights as a shareholder
of the Company prior to the date of exercise hereof.


 


7.        Transfer/Assignment.


 


(A)  
The Warrantholder shall not, without the prior written consent of the Company, directly or indirectly transfer, sell, contract
to sell, assign, pledge, convey, lend, hypothecate, grant any option to purchase, purchase any option to sell, make any short sale
or otherwise encumber or dispose of (including entering into any swap or other arrangement that transfers to another, in whole
or in part, any of the economic consequence of ownership interests) this Warrant. Each transaction referenced in this clause
is herein called a “Transfer”. Notwithstanding the foregoing, this Warrant may be transferred to a Permitted
Transferee without the prior written consent of the Company, but only if such Permitted Transferee agrees in writing for the benefit
of the Company to be bound by the terms of this Warrant as applicable to the transferor (including these transfer restrictions);
provided further that no such Transfer shall relieve ArenaNet, Inc. of its obligations under the Transaction Documents.
The Warrantholder shall provide written notice to the Company of any Transfer of this Warrant to a Permitted Transferee within
thirty (30) calendar days after such Transfer.  In the event that this Warrant
is transferred to a Permitted Transferee or to another transferee with the consent of the Company, a new warrant shall be made
and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of the such transferee, upon
surrender of this Warrant, duly endorsed, to the office or agency of the Company described in Section 3. 


 




    	3



    	 



    

 


(B)  
Without the prior written consent of the Company, the Warrantholder may not at any time engage in any Hedging Transaction
with respect to this Warrant or any Warrant Shares. “Hedging Transaction” means any short sale (whether or
not against the box) or any purchase, sale or grant of any right (including any put or call option, swap or other derivative
transaction whether settled in cash or securities) to obtain a “short” or “put equivalent position”
with respect to the Ordinary Shares.


 


(C)  
This Warrant is, and the Warrant Shares will be when issued, restricted securities under the Securities Act and may not be offered
or sold except pursuant to an effective registration statement or an available exemption from registration under the Securities
Act. Accordingly, the Warrantholder shall not, directly or through others, offer or sell this Warrant or any Warrant Shares except
pursuant to a registration statement or an exemption from registration under the Securities Act, if available. Prior to any Transfer
of this Warrant or any Warrant Shares, the Warrantholder shall notify the Company of such Transfer (it being understood that the
notification of any sale of Warrant Shares pursuant to an effective registration statement shall be made in accordance with Section
2(B) of the Registration Rights Agreement). With respect to any such Transfer (other than pursuant to an effective registration
statement), the Company may require the Warrantholder to provide, prior to such Transfer, such evidence that the Transfer will
comply with the Securities Act (including written representations and an opinion of counsel) as the Company may reasonably request.
The Company may impose stop-transfer instructions with respect to any securities that are to be transferred in contravention of
this Warrant.


 


(D)   The
Warrantholder agrees that all certificates or other instruments representing the Warrant Shares shall bear a legend substantially
to the following effect:


 


“THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO
IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR
SUCH LAWS. 


 


THESE
ORDINARY SHARES WERE ISSUED UPON THE EXERCISE OF A WARRANT DATED AUGUST 28, 2012, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THESE
ORDINARY SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN SUCH WARRANT, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED
EXCEPT IN COMPLIANCE WITH SUCH WARRANT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SUCH WARRANT WILL BE VOID.”


 


In
the event that (i) Warrant Shares become registered under the Securities Act or (ii) the Warrant Shares are eligible to be transferred
without restriction in accordance with Rule 144 under the Securities Act, the Company shall issue new certificates or other instruments
representing such Warrant Shares, which shall not contain such portion of the above legend that is no longer applicable; provided that
the Warrantholder surrenders to the Company the previously issued certificates or other instruments.


 




    	4



    	 



    

 


8.        SEC
Reports; NASDAQ Listing.  For so long as the Warrantholder continues to hold this Warrant or any Warrant Shares,
the Company shall file with the United States Securities and Exchange Commission in a timely manner all reports and other documents
required to be filed by the Company pursuant to the Exchange Act.  For so long as the Warrantholder continues to hold
this Warrant or any Warrant Shares, the Company shall use its reasonable best efforts to maintain the listing of its ADSs on the
NASDAQ Global Select Market. 


 


9.        Regulation
D Compliance. 


 


(A)   Form
D and Blue Sky. The Company shall file a report on Form D with respect to this Warrant if required to do so pursuant to Regulation
D under the Securities Act and shall notify the Warrantholder promptly after such filing. The Company shall take such action as
the Company shall reasonably determine to be necessary in order to obtain an exemption for or to qualify this Warrant for sale
to the Warrantholder pursuant to this Warrant under applicable securities or “Blue Sky” laws of the states of the United
States.


 


(B)   Purchase
for Investment. The Warrantholder acknowledges that this Warrant and the Warrant
Shares have not been registered under the Securities Act or under any state securities laws.  The Warrantholder (i) is
acquiring this Warrant pursuant to an exemption from registration under the Securities Act solely for investment purposes for its
own account with no present intention to distribute them to any person
in violation of the Securities Act or any applicable state securities laws, (ii) will not sell or otherwise dispose of any of the
Warrant or the Warrant Shares, except in compliance with the registration requirements or exemption provisions of the Securities
Act and any applicable state securities law, (iii) has such knowledge and experience in financial and business matters and
in investments of this type that it is capable of evaluating the merits and risks of the purchase of this Warrant and of making
an informed investment decision, and has conducted a review of the business and affairs of the Company that it considers sufficient
and reasonable for purposes of making the purchase of this Warrant, (iv) is able to bear the economic risk of the purchase of this
Warrant and at the present time is able to afford a complete loss of such investment and (v) is an “accredited investor”
(as that term is defined by Rule 501 of Regulation D under the Securities Act).


 


10.      Controlled
Foreign Corporation.  The Company shall make due inquiry with its tax advisors on an annual basis regarding the Company’s
status as a CFC and regarding whether any portion of the Company’s income is “subpart F income” (as defined in
Section 952 of the Code).  No later than sixty (60) calendar days following the end of a taxable year in which the Company
becomes a CFC, the Company shall inform the Warrantholder of its status as a CFC. 


 


11.      Loss,
Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, and in the case of any such loss, theft or destruction, upon receipt of a bond,
indemnity or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation
of this Warrant, the Company shall make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new warrant
of like tenor and representing the right to purchase the same aggregate number of Ordinary Shares as provided for in such lost,
stolen, destroyed or mutilated Warrant.


  


12.      Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
day that is a Business Day.


 




    	5



    	 



    

 


13.      Adjustments
and Other Rights. The Exercise Price and the number of Ordinary Shares issuable upon exercise of this Warrant shall be subject
to adjustment from time to time as follows; provided, that if more than one subsection of this Section 13 is applicable
to a single event, no single event shall cause an adjustment under more than one subsection of this Section 13 so as to result
in duplication:


 


(A)   Stock
Splits, Subdivisions, Reclassifications or Combinations.  If the Company shall (i) declare and pay a dividend or
make a distribution in Ordinary Shares to all holders of its outstanding Ordinary Shares, (ii) subdivide or reclassify the outstanding
Ordinary Shares into a greater number of shares or (iii) combine or reclassify the outstanding Ordinary Shares into a smaller number
of shares, the number of Ordinary Shares issuable upon exercise of this Warrant at the time of the record date for such dividend
or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so
that the Warrantholder after such date shall be entitled to purchase the number of Ordinary Shares which such holder would have
owned or been entitled to receive in respect of the Ordinary Shares subject to this Warrant after such date had this Warrant been
exercised immediately prior to such date. In such event, the Exercise Price in effect at the time of the record date for such dividend
or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted to the number obtained
by dividing (x) the product of (1) the number of Ordinary Shares issuable upon the exercise of this Warrant before such adjustment
and (2) the Exercise Price in effect immediately prior to the record or effective date, as the case may be, for the dividend, distribution,
subdivision, combination or reclassification giving rise to this adjustment by (y) the new number of Ordinary Shares issuable upon
exercise of this Warrant determined pursuant to the immediately preceding sentence.


 


(B)   Business
Combinations.  In case of any Business Combination or reclassification of the Ordinary Shares (other than a reclassification
of Ordinary Shares referred to in Section 13(A)), the Warrantholder’s right to receive Ordinary Shares upon exercise of this
Warrant shall be converted into the right to exercise this Warrant to acquire the number of shares or other securities or property
which the Ordinary Shares issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant
immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such
Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the
rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably
be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares or other securities or property pursuant
to this paragraph.  In determining the kind and amount of shares, securities or the property receivable upon exercise
of this Warrant following the consummation of such Business Combination, if the holders of Ordinary Shares have the right to elect
the kind or amount of consideration receivable upon consummation of such Business Combination, then the Warrantholder shall have
the right to make a similar election (including, without limitation, being subject to similar proration constraints) upon exercise
of this Warrant with respect to the number of shares or other securities or property which the Warrantholder will receive upon
exercise of this Warrant.


  


(C)   Rounding
of Calculations; Minimum Adjustments.  All calculations under this Section 13 shall be made to the nearest one-tenth
(1/10th) of a cent or to the nearest one-hundredth (1/100th) of a share, as the case may be. Any provision of this Section 13 to
the contrary notwithstanding, no adjustment in the Exercise Price or the number of Ordinary Shares into which this Warrant is exercisable
shall be made if the amount of such adjustment would be less than US$0.01 or one-tenth (1/10th) of an Ordinary Share, but any such
amount shall be carried forward and an adjustment with respect thereto shall be made at the time of and together with any subsequent
adjustment which, together with such amount and any other amount or amounts so carried forward, shall in the aggregate be US$0.01
or 1/10th of an Ordinary Share, or more.


 




    	6



    	 



    

 


(D)   Timing
of Issuance of Additional Ordinary Shares Upon Certain Adjustments.  In any case in which the provisions of this
Section 13 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may
defer until the occurrence of such event (i) issuing to the Warrantholder of this Warrant exercised after such record date and
before the occurrence of such event, the additional Ordinary Shares issuable upon such exercise by reason of the adjustment required
by such event, over and above the Ordinary Shares issuable upon such exercise before giving effect to such adjustment and (ii)
paying to such Warrantholder any amount of cash in lieu of a fractional Ordinary Share; provided, however, that the
Company upon request shall deliver to such Warrantholder a due bill or other appropriate instrument evidencing such Warrantholder’s
right to receive such additional shares, and such cash, upon the occurrence of the event requiring such adjustment.


 


(E)   Notice
of Adjustment Event.  In the event that the Company shall propose to take any action of the type described in this
Section 13 (but only if the action of the type described in this Section 13 would result in an adjustment in the Exercise Price
or the number of Ordinary Shares into which this Warrant is exercisable or a change in the type of securities or property to be
delivered upon exercise of this Warrant), the Company shall give prompt notice to the Warrantholder, in the manner set forth in
Section 14(D), which notice shall specify the record date, if any, with respect to any such action and the approximate date on
which such action is to take place. Such notice shall also set forth the facts with respect thereto as shall be reasonably necessary
to indicate the effect on the Exercise Price and the number, kind or class of shares or other securities or property which shall
be deliverable upon exercise of this Warrant. In the case of any action which would require the fixing of a record date, such notice
shall be given at least five (5) Business Days prior to the date so fixed, and in case of all other action, such notice shall be
given at least ten (10) Business Days prior to the taking of such proposed action. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of any such action.


 


(F)   Adjustment
Rules.  Any adjustments pursuant to this Section 13 shall be made successively whenever an event referred to
herein shall occur. If an adjustment in Exercise Price made hereunder would reduce the Exercise Price to an amount below the par
value of the Ordinary Shares, then such adjustment in Exercise Price made hereunder shall reduce the Exercise Price to the par
value of the Ordinary Shares.


 


		14.	Miscellaneous. 



 


(A)   Amendment.  No
amendment of any provision of this Warrant will be effective unless made in writing and signed by a duly authorized officer or
representative of each Party.


 


(B)   Governing
Law. The validity, construction and enforceability
of this Warrant shall be governed by and construed in accordance with the laws of
the State of New York of the United States without regard to the choice of law principles or conflict of laws principles thereof.



 




    	7



    	 



    

 


(C)   Dispute
Resolution and Arbitration.


 


		i.	In the event that any controversy, claim or dispute arises between the
Warrantholder and the Company (each, a “Party” and collectively, the “Parties”) concerning
the interpretation, performance, breach, termination or validity of this Warrant or any of the terms hereof (a “Dispute”),
the Parties shall promptly engage in discussions in good faith to resolve such Dispute. Any resolution
of such Dispute shall be set forth in a writing signed by the Parties. 



 


		ii.	If any Dispute cannot be resolved by the Parties pursuant to Section 14(C)(i)
hereof or otherwise within thirty (30) calendar days, then either Party may submit such Dispute to the American Arbitration Association
(the “AAA”) for resolution by arbitration pursuant to the rules of the AAA in effect at the time of the arbitration,
except as modified herein. Such arbitration shall be the sole and exclusive forum for resolution of such Dispute, and the award
rendered shall be final and binding. Judgment on the award rendered may be entered in any court having jurisdiction thereof. 

	 	 	 



			



		iii.	The procedures for arbitration pursuant
to Section 14(C)(ii) shall be as follows:



 


		a)	There shall be one arbitrator who shall be selected by the Parties upon
mutual agreement. If the Parties have not reached an agreement with respect to the selection of the arbitrator on or before the
thirtieth (30th) calendar day after the initiation of the arbitration, then the arbitrator shall be selected by the administering
authority. 



 


		b)	The arbitration shall be conducted in the English language and any foreign-language
documents presented at such arbitration shall be accompanied by an English translation thereof. The arbitration shall be held in
the city of New York. 



 


		c)	Any award of the arbitrator (A) shall be in writing, (B) shall state the
reasons upon which such award is based and (C) may include an award of costs, including reasonable attorneys’ fees and disbursements.



 


		d)	The arbitrator shall have no authority to award punitive damages or any
other damages not measured by the prevailing Party’s actual or consequential damages, and the arbitrator may not, in any
event, make any ruling, finding or award that does not conform to the term and conditions of this Warrant.



 


		e)	Any Party may make an application to the arbitrator seeking injunctive
relief to maintain the status quo until such time as the arbitration award is rendered or the dispute, controversy or claim is
otherwise resolved. Any Party may apply to any court having jurisdiction and seek injunctive relief in order to maintain the status
quo until such time as the arbitration award is rendered or the dispute, controversy or claim is otherwise resolved.



 


		iv.	In the course of resolving disputes under this Warrant, to the extent practicable
the Parties shall continue to perform the terms and conditions of this Warrant that are not in
dispute.



 




    	8



    	 



    

 


(D)   Notices.
Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will
be deemed to have been duly given (a) on the date of delivery if delivered personally, or by email, upon confirmation of receipt,
or (b) on the second (2nd) Business Day following the date of dispatch if delivered by a recognized next day courier service. All
notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing
by the party to receive such notice.


 





	If to the Company,
	 
	KongZhong Corporation
	35th Floor, Tengda Plaza
	No. 168 Xizhimenwai Street
	Beijing 100044
	People’s Republic of China
	Attention: Chief Financial Officer
	E-mail: jaychang@kongzhong.com
	 
	with a copy to:
	 
	Sullivan & Cromwell
	28th Floor 
	Nine Queen’s Road Central
	Hong Kong 
	Attention: William Y. Chua
	E-mail: chuaw@sullcrom.com
	 
	If to ArenaNet, Inc.:
	 
	ArenaNet, Inc.
	3180 139th Avenue South East, 5th Floor,
	Bellevue, WA 98005 
	United States of America
	Attention: Randall Price
	E-mail: randy@arena.net




 


(E)    Entire
Agreement. This Warrant and other Transaction Documents, including the schedules and exhibits hereto and thereto, constitute
the entire agreement among the Parties, and supersede all other prior agreements, understandings, representations and warranties,
both written and oral, among the parties, with respect to the subject matter hereof.


 


(F)    Severability.  If
any provision of this Warrant, or the application hereof to any person or circumstance, is determined by a court or arbitrator
of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision
to persons or circumstances other than those as to which it has been held invalid or unenforceable, will remain in full force and
effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner materially adverse to any party.  Upon such determination,
the Parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the
original intent of the Parties.


 


(G)    No
Third-Party Beneficiaries. Nothing contained in this Warrant, expressed or implied, is intended to confer upon any person or
entity other than the Company and ArenaNet, Inc. (and the Permitted Transferee
or other transferee to which a transfer is made in accordance with this Agreement), any benefits, rights, or remedies. 


 




    	9



    	 



    

 


(H)    Counterparts.
This Warrant may be executed in one or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This Warrant may be executed and delivered by email and transmission by
email shall be considered proper delivery for legal purposes.


 


[The remainder
of this page is intentionally left blank]


 




    	10



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by a duly authorized officer.


 


Dated:
August 28, 2012


 


	KONGZHONG CORPORATION	 
	 	 
	By:	 	 
	Name: Leilei Wang	 
	Title: Chief Executive Officer	 
	 	 	 


 




    	11



    	 



    

 


ANNEX
I


FORM
OF NOTICE OF EXERCISE


 


Date:  [   ]


 


To:  KongZhong
Corporation


 


Re:  Election
to Purchase Ordinary Shares


 


The
undersigned, pursuant to the provisions set forth in the attached Warrant, hereby agrees to subscribe for and purchase the number
of Ordinary Shares set forth below covered by such Warrant.  The undersigned, in accordance with Section 3 of the
Warrant, hereby agrees to pay the aggregate Exercise Price for such Ordinary Shares.


 


Number
of Ordinary Shares: [  ]


 


Aggregate
Exercise Price: [  ]


 


	
        ARENANET,
INC 
	 
	 	 
	By:		 
	Name:	 
	Title:	 


 




    	12