Exhibit 4.127


 


December 14, 2015


 


Supplementary Agreement


 


for Purchase and Sales of


 


39,200,000 Shares of


 


Ourgame International Holdings Limited.


 


by and between


 


Glassy Mind Holdings Limited


 


and


 


KongZhong Corporation


 




     


     


    

 


This supplementary agreement for sales
and purchase of shares (hereinafter referred to as the “Supplementary Agreement”) was made on December 14, 2015 by
and between:


(1)  Glassy Mind Holdings Limited, a limited
company incorporated in British Virgin Islands (hereinafter referred to as the “Purchaser”);


(2)  KongZhong Corporation, a limited company
incorporated in Cayman Islands (hereinafter referred to as the “Vendor”).


WHEREAS:


(A)  Ourgame
International Holdings Limited (hereinafter referred to as the “Target Company”) is a limited company incorporated
in Cayman Islands, and issued shares and was listed on the main board of the Stock Exchange of Hong Kong Ltd. (stock code: 6899).The
target company has 785,682,624 issued and fully-paid shares as at the date of the original shares purchase and sales agreement
(defined below).


(B)  The
Purchaser and the Vendor have made the Purchase and Sales Agreement for Aggregate 39,200,000 Shares of Ourgame International
Holdings Limited on November 24, 2015 with respect to sales and purchase of the transferred shares (hereinafter referred to
as the “Original Agreement”). Pursuant to the original agreement, the Vendor as the beneficial owner proposes to sell
the transfer shares it holds (defined therein), and the Purchaser agrees to purchase the transfer shares from the Vendor subject
to the terms and conditions thereof.


(C)  The
Article 4.1 of the original agreement provides that:


“4.1 The Closing of the Transaction
shall depend on the satisfaction of the following conditions, and the transfer of the beneficiary interest of the Transferred Shares
shall occur only after the satisfaction of the following conditions ("Preconditions"):


4.1.1 Shareholders of Irena have adopted
a resolution which approves the Transaction and other arrangements hereunder at a general meeting.


4.1.2 SFC has confirmed in writing that
the Transaction and the transfer of 186,800,000 shares among Purchaser and Long Qi, Zhang Rongming, Liu Jiang and Shen Dongri will
not trigger the requirement of mandatory tender offer for Irena under the Codes on Takeovers.”


The Parties agreed as follows:


1.     Interpretation


1.1   Unless
otherwise defined or the context requires, all words and expressions contained herein shall have the same meaning as those in the
original agreement.


1.2   Unless
the context otherwise requires, for the purpose of this supplementary agreement:


(a)   any
reference to a person shall include individual, corporate organization (whether registered or not), unregistered entity or partnership;


(b)   headings
of provisions shall not influence interpretation of this supplementary agreement;


(c)   any
reference to a word importing a gender shall include every gender, and any reference to a word importing the singular shall include
the plural and vice versa; and


(d)  any
reference to any law or regulation shall include any amendment to, modification, integration or reenactment of such law or regulation,
provided that such amendment, modification, integration or reenactment is or may be applicable for any transaction entered into
hereunder prior to closing, and shall (if any obligation occurs or may occur with respect to such transaction) include any prior
law or regulation directly or indirectly superseded by such law or regulation, unless any law or regulation enacted after this
supplementary agreement is signed would result in or increase obligations of the Purchaser or the Vendor hereunder.


 




     


     


    

 


2.     Condition
precedent


2.1 The Parties agree that the Article
4.1 of the original agreement will be deleted thoroughly, and superseded by the following words:


“4.1 The Closing of the Transaction
shall depend on the satisfaction of the following conditions, and the transfer of the beneficiary interest of the Transferred Shares
shall occur only after the satisfaction of the following conditions ("Preconditions"):


4.1.1 Shareholders of Irena have adopted
a resolution which approves the Transaction and other arrangements hereunder at a general meeting.


2.2 The Parties agree to amend the original
agreement subject to this supplementary agreement:


(a)  the
original agreement remains full force and effects;


(b)  the
original agreement and this supplementary agreement shall be deemed as the same instrument for construction; and


(c)  nothing
of this supplementary agreement will constitute amendment to or exemption from any other matter under the original agreement, and
will prejudice rights, interests and remedies of the Parties hereto under the original agreement.


3.     Governing
law and jurisdiction


3.1 This supplementary agreement
shall be governed and construed by the laws of Hong Kong.


3.2 The Parties hereto hereby
irrevocably submit to the non-exclusive jurisdiction of the courts of Hong Kong with respect to any dispute arising out of or in
connection with this supplementary agreement.


4.     Appointment
of process agent


4.1   The
Vendor hereby irrecoverably appoints CPU ICE ABLE LIMITED at -15B, 15F, Cheuk Nang Century Plaza, 250, Hennessy Road, Wanchai,
Hong Kong as the process agent to represent the Vendor to receive documents served to the Vendor for legal action or litigation
arising out of or in connection with this supplementary agreement. After any such document is delivered to CPU ICE ABLE LIMITED,
service shall be deemed to be completed, whether being passed to or received by the Vendor. The Vendor shall notify the Purchaser
of any change in the address of the process agent within 28 days after such change, and such change shall not come into force until
such notice is delivered or deemed to be delivered under the Article 15 of the original agreement. If the process agent is unable
to perform its duties or has no correspondence address in Hong Kong, the Vendor irrecoverably undertakes that it would immediately
appoint a new process agent acceptable for the Purchaser in Hong Kong, and deliver a written notice of appointment of process agent
to the Purchaser within 14 days.


4.2   The
Purchaser hereby irrecoverably appoints Yi Jia Investment Limited at Flat 1501, 15F, SPA Center, 53-55, Lockhart Road, Wanchai,
Hong Kong as the process agent to represent the Purchaser to receive documents served to the Purchaser for legal action or litigation
arising out of or in connection with this supplementary agreement. After any such document is delivered to Yi Jia Investment Limited,
service shall be deemed to be completed, whether being passed to or received by the Purchaser. The Purchaser shall notify the Vendor
of any change in the address of the process agent within 28 days after such change, and such change shall not come into force until
such notice is delivered or deemed to be delivered under the Article 15 of the original agreement. If the process agent is unable
to perform its duties or has no correspondence address in Hong Kong, the Purchaser irrecoverably undertakes that it would immediately
appoint a new process agent acceptable for the Vendor in Hong Kong, and deliver a written notice of appointment of process agent
to the Vendor within 14 days.


 




     


     


    

 


4.3   Nothing
of this supplementary agreement will influence any other means of service of process permitted by the laws, and will influence
any right to initiate the relevant litigation in any other jurisdiction to enforce judgment of court or arrange a settlement.


 




     


     


    

 


IN WITNESS WHEREOF, this Agreement
is executed by the duly authorized representatives of the Parties on the date indicated on the first page above.


 


	
        BETWEEN

        Authorized Representative: Li Qiang

        Glassy Mind Holdings Limited

         

         

         

        Witness: /s/ Hua Guanfa
	
        )

        ) /s/ Li Qiang

        )

        )

        )

        )

        )



 




     


     


    

 


	
        BETWEEN

        Authorized Representative:

        KongZhong Corporation

         

         

         

        Witness: /s/ Zhu Jianghua
	
        )

        ) /s/ Wang Leilei

        )

        )

        )

        )

        )