Warrant
Purchase Agreement


 


Dated August 28, 2012


 


among


 


KongZhong
Corporation,


 


Fit
Run Limited


 


and


 


Nokia
Growth Partners II, L.P.


 








 




    	 



    	 



    

 


Warrant
Purchase Agreement, dated August 28, 2012 (this “Agreement”), among KongZhong Corporation, an exempted
limited liability company incorporated under the laws of the Cayman Islands (the “Company”), Fit Run Limited,
a company incorporated under the laws of the British Virgin Islands (the “Investor”), and Nokia Growth Partners
II, L.P., a Delaware limited partnership (“NGP”).


 


Recitals:


 


WHEREAS:


 


A.           NGP
is the holder of a warrant (the “Original Warrant”) to purchase up to 80,000,000 ordinary shares of the Company,
par value US$0.0000005 per share (“Ordinary Shares”);


 


B.           NGP
desires to sell to the Investor 50% of the Original Warrant to Investor in the form of a warrant (the “Warrant”)
to purchase up to 40,000,000 Ordinary Shares;


 


C.           The
Investor desires to purchase from NGP the Warrant; and


 


D.           The
Company consents to the transfer of the Warrant from NGP to the Investor and the issuance to NGP of its remaining portion of the
Original Warrant in the form of a warrant (the “Remainder Warrant”) to purchase up to 40,000,000 Ordinary Shares.


 


NOW, THEREFORE,
in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


 


Article I


 


Purchase;
Closing


 


1.1      
  Purchase.  On the terms and subject to the conditions set forth in this Agreement, NGP agrees to sell
to the Investor, and the Investor agrees to purchase from NGP, at the Closing (as hereinafter defined), the Warrant for an aggregate
purchase price of US$4,000,000 (the “Purchase”). For the avoidance of doubt, except as expressly set forth in
the Warrant, or this Agreement, NGP is not transferring and the Investor is not receiving any of NGP’s benefits, rights and
remedies under the Note and Warrant Purchase Agreement, dated as of March 18, 2009, among the Company, Leilei Wang and NGP and
the Registration Rights Agreement, dated as of March 18, 2009, between the Company and NGP.


 


1.2        
Closing.


 


(a)          On
the terms and subject to the conditions set forth in this Agreement, the closing of the Purchase (the “Closing”)
will take place at the offices of Loeb & Loeb LLP, Suite 4301, Tower C, Beijing Yintai Center, 2 Jianguomenwai Dajie, Chaoyang
District, Beijing, P.R. China, at 9:30 a.m., Beijing time, on August 28, 2012 or as soon as practicable thereafter, or at
such other place, time and date as shall be agreed between the NGP and the Investor.  The time and date on which the
Closing occurs is referred to in this Agreement as the “Closing Date”.


 


(b)         Subject
to the fulfillment or waiver of the conditions to the Closing in this Section 1.2, at the Closing, NGP shall cause the Company
to deliver the Warrant to the Investor, in substantially the form attached hereto as Annex A, in exchange for payment in
full of the aggregate purchase price therefor by wire transfer of immediately available funds to a bank account that has been designated
by NGP at least three (3) Business Days prior to the Closing Date.


 




    	 



    	 



    

 


(c)          The
respective obligations of each of the Company, the Investor and NGP to consummate the Purchase are subject to the fulfillment (or
waiver by the Company, the Investor and NGP, as applicable) prior to the Closing of the condition that (i) any approvals or authorizations
of all United States of America, People’s Republic of China and other national, state, provincial, local and other governmental
or regulatory authorities (collectively, “Governmental Entities”), the absence of which would reasonably be
expected to make the Purchase unlawful, shall have been obtained or made in form and substance reasonably satisfactory to each
party and shall be in full force and effect and (ii) no provision of any applicable United States or other law and no judgment,
injunction, order or decree of any Governmental Entity shall prohibit the purchase and sale of the Warrant.


 


(d)         The
obligation of NGP to consummate the Closing is also subject to the fulfillment (or waiver by NGP) at or prior to the Closing of
each of the following conditions:


 


(i)          The
representations and warranties of the Investor set forth in this Agreement shall be true and correct as though made on and as of
the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations
and warranties shall be true and correct as of such date);


 


(ii)         The
Investor shall have performed in all material respects all obligations required to be performed by it under this Agreement at or
prior to the Closing; and


 


(iii)        The
Company shall have duly executed and delivered the Remainder Warrant in substantially the form attached hereto as Annex B to NGP
or its designee(s) in exchange of the Original Warrant.


 


(e)          The
obligation of the Investor to consummate the Closing is also subject to the fulfillment (or waiver by the Investor) at or prior
to the Closing of each of the following conditions:


 


(i)          The
representations and warranties of NGP set forth in this Agreement shall be true and correct as though made on and as of the Closing
Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties
shall be true and correct as of such date);


 


(ii)         NGP
shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to
the Closing; and


 


(iii)        The
Company shall have duly executed and delivered the Warrant in substantially the form attached hereto as Annex A to
the Investor or its designee(s).


 


(f)          The
obligation of the Company to consummate the Closing is also subject to the fulfillment (or waiver by the Company) at or prior to
the Closing of each of the following conditions:


 


(i)          The
representations and warranties of the Investor and NGP set forth in this Agreement shall be true and correct as though made on
and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations
and warranties shall be true and correct as of such date);


 


(ii)         The
Investor and NGP shall have performed in all material respects all obligations required to be performed by it under this Agreement
at or prior to the Closing; and


 


(iii)        NGP
shall have tendered the Original Warrant to the Company in exchange of the Remainder Warrant in substantially the form attached
hereto as Annex B.


 


1.3        
Interpretation.  When a reference is made in this Agreement to “Recitals”, “Articles”,
“Sections” or “Annexes”, such reference shall be to a Recital, Article or Section of, or Annex to, this
Agreement unless otherwise indicated.  The terms defined in the singular have a comparable meaning when used in the plural,
and vice versa.  References to “herein”, “hereof”, “hereunder” and the like refer
to this Agreement as a whole and not to any particular section or provision, unless the context requires otherwise. The table of
contents and headings contained in this Agreement are for reference purposes only and are not part of this Agreement.  Whenever
the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed
followed by the words “without limitation”.  No rule of construction against the draftsperson shall be applied
in connection with the interpretation or enforcement of this Agreement, as this Agreement is the product of negotiation between
sophisticated parties advised by counsel.  All references to “US$” mean the lawful currency of the United
States of America.  Except as expressly stated in this Agreement, all references to any statute, rule or regulation are
to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of any statute,
include any rules and regulations promulgated under such statute) and to any section of any statute, rule or regulation include
any successor to the section.  References to a “Business Day” shall mean any day except Saturday, Sunday
and any day which shall be a legal holiday or a day on which banking institutions in 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.


 




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Article II


 


Representations
and Warranties


 


2.1         Representations
and Warranties of NGP.  NGP represents and warrants to the Investor that as of the date hereof:


 


(a)          NGP
is the record and beneficial owner of the Warrant. NGP has good and valid title to the Warrant and, upon the transfer of the Warrant
in accordance with this Agreement, Investor will receive good and valid title to the Warrant, free and clear of all liens other
than restrictions on transfer imposed by the Securities Act of 1933, as amended (the “Securities Act”) and applicable
state securities or “Blue Sky” laws.


 


(b)          There
are no options, warrants, rights, calls, commitments, conversion rights, rights of exchange or other agreements of any character,
contingent or otherwise, providing for the purchase or sale of any of the Warrant by any person other than NGP pursuant hereto.


 


(c)          NGP
is selling the Warrant solely for its own account and not for the account or benefit of any other person.


 


(d)          This
Agreement has been validly authorized, executed and delivered by NGP and, assuming the due authorization, execution and delivery
thereof by the Investor and the Company, is a valid and binding agreement enforceable in accordance with its terms, subject to
the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally.
The execution, delivery and performance of this Agreement by NGP does not and will not conflict with, violate or cause a breach
of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which NGP is a party which
would prevent NGP from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which NGP is subject.


 


(e)          NGP
is an informed and sophisticated investor, and has engaged expert advisors, experienced in transactions of the type contemplated
by this Agreement. NGP further represents that it has been furnished with, and has evaluated, all information it deems necessary,
desirable and appropriate to evaluate the merits and risks of the transactions contemplated herein and has received such legal
and financial other advice as deemed to be necessary, desirable and appropriate to enable it to make an informed and intelligent
decision with respect to the execution, delivery and performance of this Agreement. In evaluating the suitability of the transactions
contemplated herein, NGP has not relied upon any representations or information whether oral or written made by or on behalf of
the Investor other than the representations and warranties of the Investor expressly set forth in this Agreement.


 


(f)          NGP
understands and acknowledges that, in effecting the transactions contemplated by this Agreement, the Investor will rely on the
representations and warranties contained in this Section 2.1.


 


(g)          No
investment banker, broker, finder or other intermediary is entitled to a fee or commission from NGP in respect of this Agreement
based upon any arrangement or agreement made by or on behalf of the Investor. NGP acknowledges that it has had the opportunity
to review this Agreement and the transactions contemplated by this Agreement with NGP’s own legal counsel and investment
and tax advisors.


 


(h)          NGP
is not relying on any statements or representations of the Investor or any of its representatives or agents for legal, tax or investment
advice with respect to this Agreement or the transactions contemplated by the Agreement. NGP understands that it (and not the Investor)
shall be responsible for any and all tax liabilities of NGP that may arise as a result of the transactions contemplated by this
Agreement.


 




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2.3         Representations
and Warranties of the Investor.  The Investor hereby represents and warrants to NGP that as of the date hereof:


 


(a)          The
Investor has full legal right, power and authority to enter into and perform its obligations under this Agreement and to purchase
the Warrant under this Agreement. This Agreement has been validly authorized, executed and delivered by the Investor and assuming
the due authorization, execution and delivery thereof by NGP and the Company, is a valid and binding agreement of the Investor,
enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting
the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Investor
does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i)
any agreement, contract or instrument to which the Investor is a party which would prevent the Investor from performing or materially
delay or materially impair the ability of the Investor from performing its obligations hereunder or (ii) any law, statute, rule
or regulation to which the Investor is subject.


 


(b)          The
Investor is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the transfer. The Investor
further represents that it has been furnished with, and has evaluated, all information it deems necessary, desirable and appropriate
to evaluate the merits and risks of the transactions contemplated herein and has received such legal and financial other advice
as deemed to be necessary, desirable and appropriate to enable it to make an informed and intelligent decision with respect to
the execution, delivery and performance of this Agreement.


 


(c)          The
Investor acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement
with its own legal counsel and investment and tax advisors. The Investor is not relying on any statements or representations of
NGP or any of its representatives or agents for legal, tax or investment advice with respect to this Agreement or the transactions
contemplated by the Agreement.


 


(d)          The
Investor understands that it (and not NGP) shall be responsible for any and all tax liabilities of the Investor that may arise
as a result of the transactions contemplated by this Agreement.


 


(e)          The
Investor acknowledges and understands that if it decides to offer, resell, pledge or otherwise transfer the Warrant or any of the
Ordinary Shares issued upon exercise of the Warrant (the “Warrant Shares”), such Warrant or Warrant Shares may
be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities
Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant
to any available other exemption from the registration requirements of the Securities Act, and in each case in accordance with
any applicable securities laws of any state or any other jurisdiction.


 


Article III


 


Covenants


 


3.1   
     SEC Reports; NASDAQ Listing.  For so long as the Investor continues to hold the
Warrant or Warrant Shares, the Company shall file with the Securities and Exchange Commission (the “Commission”)
in a timely manner all reports and other documents required to be filed by the Company pursuant to the Securities Exchange Act
of 1934, as amended (the “Exchange Act”).  For so long as the Investor continues to hold the Warrant
or Warrant Shares, the Company shall use its reasonable best efforts to maintain the listing of its ADSs on the NASDAQ Stock Market.


 


3.2           
Reservation and Issuance of Ordinary Shares. The Company covenants that it will at all times reserve and keep available
out of the aggregate of its authorized but unissued and otherwise unreserved ordinary shares, solely for the purpose of enabling
it to issue ordinary shares upon exercise of the Warrant, the number of ordinary shares which are then issuable and deliverable
upon the exercise of the Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the
Investor (taking into account the adjustments contained Section 10 of the Warrant). The Company covenants that all ordinary shares
so issuable and deliverable shall, upon issuance and the payment of the applicable exercise price in accordance with the terms
of the Warrant, be duly and validly authorized, issued and fully paid and nonassessable.


 




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3.3           
Registration Rights. The Company agrees that, if so requested by the Investor in writing, the Company shall promptly amend
or supplement the registration statement on Form F-3, as amended (File No. 333-181459) (the “Registration Statement”)
and file such amendment or supplement with the Commission to include the Investor and its affiliates as a “Selling Shareholder”
to allow the Investor or its affiliates to sell all or a portion of the Ordinary Shares underlying he Warrant from time to time
pursuant to the Registration Statement.


 


3.4           
Effectiveness of the Registration Statement. If so requested by the Investor, the Company shall maintain the effectiveness
of the Registration Statement with the Commission until all of the Ordinary Shares underlying the Warrant have been sold by the
Investor.


 


Article IV


 


Additional
Agreements


 


4.1         Commercially
Reasonable Efforts.  Subject to the terms and conditions of this Agreement, each of the parties will use its commercially
reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary,
proper or desirable, or advisable under applicable laws, so as to permit consummation of the Purchase as promptly as practicable
and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate
with the other party to that end.


 


4.2         Conversion
of Warrant Shares.  The Company shall use its reasonable best efforts to assist in a timely manner the Investor in
any conversions of the Warrant Shares into ADSs.


 


4.3         
Transfers.


 


(a)   
      The Investor 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) the Warrant.  Each transaction
referenced in this clause is herein called a “Transfer”.  Exercise of the Warrant in accordance with
the terms of the Warrant shall not be deemed a Transfer.


 


(b)         Notwithstanding
the foregoing, Section 4.3(a) shall not prevent the Investor from transferring the Warrant, at any time, to any of its affiliates
(the “Permitted Transferee”), but only if the Permitted Transferee agrees in writing for the benefit of the
Company to be bound by the terms of this Agreement as applicable to the Investor (including these transfer restrictions); provided
further that no such Transfer shall relieve the Investor of its obligations under this Agreement.  The Investor
shall provide written notice to the Company of any Transfer of the Warrant to the Permitted Transferee prior to such Transfer.


 


(c)         
For the avoidance of doubt, without the prior written consent of the Company, neither the Investor nor the Permitted Transferee
may at any time engage in any Hedging Transaction with respect to the Warrant or any of the 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.


 


(d)         The
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 under the Securities Act. Accordingly, the
Investor shall not, directly or through others, offer or sell the Warrant or any of the Warrant Shares except pursuant to a registration
statement or an exemption from registration under the Securities Act, if available.  Prior to any Transfer of the Warrant
or any of the Warrant Shares, the Investor shall notify the Company of such Transfer.  With respect to any such Transfer
(other than pursuant to an effective registration statement), the Company may require the Investor 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 Agreement.


 




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4.7         CFC.  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 one hundred and twenty (120) calendar days following the end of a taxable year in which the Company becomes a CFC, the
Company shall inform the Investor of its status as a CFC.


 


4.8         Public
Announcements.   No press release or other public announcement in respect of this Agreement or the transactions
contemplated hereby that includes the name of the Investor or NGP shall be issued or made by the Company or its affiliates without
the consent of the Investor and NGP (which consent shall not be unreasonably withheld, conditioned or delayed), except for any
such press release or other public announcement as the Company may determine in good faith is required to be issued or made by
it or any of its affiliates by applicable law, in which case the Company, shall use its commercially reasonable efforts to allow
the Investor and NGP reasonable time under the circumstances to comment on such press release or other public announcement in advance
of such issuance or making.


 


Article V


 


Miscellaneous


 


5.1         Termination.  This
Agreement may be terminated at any time prior to the Closing:


 


(a)         by
either the Investor or NGP if the Closing shall not have occurred by the thirtieth calendar day following the date
of this Agreement;  provided, however, that in the event the Closing has not occurred
by such thirtieth calendar day, the parties will consult in good faith to determine whether to extend the term of this Agreement,
it being understood that the parties shall be required to consult only until the fifth day after such thirtieth calendar day and
not be under any obligation to extend the term of this Agreement; provided, further, that the right to terminate
this Agreement under this Section 5.1(a) shall not be available to any party whose breach of any representation or warranty or
failure to perform any obligation under this Agreement shall have caused or resulted in the failure of the Closing to occur on
or prior to such thirtieth calendar day;


 


(b)         by
either the Investor or NGP in the event that any Governmental Entity shall have issued an order, decree or ruling or taken any
other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree,
ruling or other action shall have become final and nonappealable; or


 


(c)         by
the mutual written consent of the Investor and NGP.


 


In the event of termination of this Agreement
as provided in this Section 5.1, this Agreement shall forthwith become void and there shall be no liability on the part of either
party hereto, except that nothing herein shall relieve either party from liability for any breach of this Agreement.


 


5.2         Amendment.  No
amendment of any provision of this Agreement will be effective unless made in writing and signed by a duly authorized officer or
representative of each party hereto.


 


5.3         Waiver
of Conditions.  The conditions to the party’s obligation to consummate the Purchase are for the sole benefit
of such party and may be waived by such party in whole or in part to the extent permitted by applicable laws.  No waiver
will be effective unless it is in a writing signed by a duly authorized officer or representative of the waiving party that makes
express reference to the provision or provisions subject to such waiver.


 




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5.4         Counterparts
and Facsimile.  For the convenience of the parties hereto, this Agreement may be executed in any number of separate
counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute
the same agreement.  Executed signature pages to this Agreement may be delivered by facsimile and such facsimiles will
be deemed as sufficient as if actual signature pages had been delivered.


 


5.5         Governing
Law; Submission to Jurisdiction, Etc.


 


(a)         This
Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to the
conflict of laws principles thereof.


 


(b)         Each
of the parties hereto agrees all disputes arising among the parties in connection with this Agreement, or the breach, termination,
interpretation or validity thereof, shall be finally settled by the Hong Kong International Arbitration Centre (the “HKIAC”)
pursuant to UNCITRAL Rules with NGP, on the one hand, being entitled to designate one arbitrator, and with the Investor, on the
other hand, being entitled to designate one arbitrator, while the third arbitrator will be selected by the Company. If any party
fails to designate its arbitrator within twenty (20) calendar days after the designation of the first of the three arbitrators,
the HKIAC shall have the authority to designate any person whose interests are neutral to the parties as the second of the three
arbitrators.  The arbitration shall be conducted in English.  To the extent consistent with UNCITRAL rules,
each of the parties hereto shall cooperate with the others in provision of information during any discovery process relating to
arbitrations in connection with this Agreement.  The parties hereto further agree that, to the extent consistent with
UNCITRAL rules, the parties shall be entitled to seek temporary and permanent injunctive relief from the arbitrators without the
necessity of proving actual damages and without posting a bond or other security.


 


(c)         Each
of the parties hereto agrees that notice may be served upon such party at the address and in the manner set forth for such party
in Section 5.6.


 


(d)         To
the extent permitted by applicable laws, each of the parties hereto hereby unconditionally waives trial by jury in any legal action
or proceeding relating to this Agreement or the transactions contemplated hereby or thereby.


 


5.6         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 facsimile, upon confirmation of receipt,
or (b) on the second 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.


 


	(A)        If to NGP:
	 	 
	 	Nokia Growth Partners II, L.P.
	 	c/o N.G. Partners II, L.L.C., its general partner
	 	425 Broadway St.
	 	Redwood City, CA 94063
	 	United States of America
	 	Attention:  John Gardner
	 	Facsimile: (+1-650) 462-7252
	 	 
	  with a copy to:
	 	 
	 	Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
	 	1200 Seaport Boulevard
	 	Redwood City, CA  94063
	 	United States of America
	 	Attention:  Brian C. Patterson
	 	Facsimile: (+1-650) 321-2800


 




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	(B)        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
	 	Facsimile:  (+86-10) 8857-5891
	 	 
	  with a copy to:
	 	 
	 	Sullivan & Cromwell
	 	28th Floor
	 	Nine Queen’s Road Central
	 	Hong Kong
	 	Attention: William Y. Chua
	 	Facsimile:  (+852) 2826-1773
	 	 
	(C)        If to the Investor:	 
	 	 
	 	Fit Run Limited
	 	Suite 1502, Tower D
	 	Building 1, Yong He Plaza
	 	28 An Ding Men Dong Da Jie
	 	Dongcheng District
	 	Beijing 100007, P.R. China
	 	Attention:  Jun Han
	 	Facsmile: (+86-10) 6567-3316
	
         

        with a copy to:
	 
	 	 
	 	Loeb & Loeb LLP
	 	Suite 4301, Tower C
	 	Beijing Yintai Center
	 	2 Jianguomenwai Dajie, Chaoyang District
	 	Beijing 100022
	 	People’s Republic of China
	 	Attention: Roger Peng
	 	Facsimile:  (+86-10) 5954-3501


 


5.7         Entire
Agreement, Etc.  This Agreement (including the Annexes hereto) and the other Transaction Documents constitute the
entire agreement, and supersede all other prior agreements, understandings, representations and warranties, both written and oral,
among the parties, with respect to the subject matter hereof.


 


5.8         Definitions
of “Subsidiary”, “affiliate” and “person”.  (a)       
Unless otherwise stated, when a reference is made in this Agreement to a Subsidiary of a person, the term “Subsidiary”
means those entities of which such person owns or controls more than 50% of the outstanding equity securities either directly or
through an unbroken chain of entities as to each of which more than 50% of the outstanding equity securities is owned directly
or indirectly by its parent.


 


(b)         The
term “affiliate” means, with respect to any person, any person directly or indirectly controlling, controlled
by or under common control with, such other person.  For purposes of this definition, “control” when used
with respect to any person, means the possession, directly or indirectly, of the power to cause the direction of management and/or
policies of such person, whether through the ownership of voting securities by contract or otherwise.


 




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(c)         The
term “person” means any individual, corporation, trust, association, company, partnership, joint venture, limited
liability company, joint stock company, Governmental Entities or other entity.


 


5.9         Assignment.  Neither
this Agreement nor any right, remedy, obligation nor liability arising hereunder or by reason hereof shall be assignable by any
party hereto without the prior written consent of the other parties, and any attempt to assign any right, remedy, obligation or
liability hereunder without such consent shall be void, except (i) an assignment, in the case of a merger or consolidation where
such party is not the surviving entity, or a sale of substantially all of its assets, to the entity which is the survivor of such
merger or consolidation or the purchaser in such sale or (ii) an assignment by the Investor in accordance with Section 4.3(b) hereof.


 


5.10       Severability.  If
any provision of this Agreement or the application thereof to any person or circumstance, is determined by a court 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.


 


5.11       No
Third Party Beneficiaries.  Nothing contained in this Agreement, expressed or implied, is intended to confer upon
any person or entity other than the Company, NGP and the Investor (and the Permitted Transferee or other transferee to which an
assignment is made in accordance with this Agreement), any benefits, rights, or remedies.


 


5.12       Further
Assurances.  Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably
request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.


 


*           *           *


 




    	9



    	 



    

 


In
Witness Whereof, this Agreement has been duly executed and delivered by the duly authorized officers of the parties
hereto as of the date first herein above written.


 


	 	KONGZHONG CORPORATION
	 	 
	 	By:	/s/ Leilei Wang
	 	 	Name:	Leilei Wang
	 	 	Title:	CEO of the Company
	 	 	 	 
	 	NOKIA GROWTH PARTNERS II, L.P.
	 	 	 	 
	 	By: 	N.G. Partners II, L.L.C.
	 	 	/s/ John Gardner
	 	 	Name:	John Gardner
	 	 	Title:	Managing Member


 


	 	FIT RUN LIMITED
	 	 	 
	 	 By:	/s/ Jun Han
	 	 	Name:	Jun Han
	 	 	Title:	Sole Director


 




    	 



    	 



    

 


ANNEX A


 


FORM OF WARRANT


 




    	 



    	 



    

 


ANNEX B


 


FORM OF REMAINDER WARRANT