Unassociated Document


    

      Exhibit
4.62

      EXECUTION
VERSION

      


      Second
Amendment to the Share Purchase Agreement

       

      Second
Amendment, dated as of May 13, 2010 (this “Amendment”), to the
Share Purchase Agreement (the “Agreement”), dated as
of December 15, 2009 and amended as of January 13, 2010, by and among KongZhong
Corporation, an exempted limited liability company incorporated under the laws
of the Cayman Islands (the “Purchaser”), Shanghai
Dacheng Network Technology Co., Ltd., a company organized under the laws of the
PRC (the “Company”), and Zheng
YANG, Leilei WANG, Xiaolong LI, Tong ZHANG and Tianshu WU (collectively, the
“Sellers”).  All
capitalized terms used and not otherwise defined in this Amendment shall have
the respective meanings indicated in the Agreement as amended.

      


      Recitals:

      


      WHEREAS,
the Purchaser, the Company and the Sellers desire to further amend the Agreement
to reflect certain modified terms;

       

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

       

      
        	
                1.

              	
                The
      following definitions are hereby amended and restated in its entirety as
      follows:

              


      

       

      “2010 Financial
Statements” means the consolidated financial statements (including the
consolidated balance sheets, statements of operations, statements of
shareholders’ equity and comprehensive income and cashflow statements) of the
Offshore Company and the Company for the 2010 calendar year, prepared in
accordance with US GAAP and audited by the Auditor in accordance with the
standards promulgated by the U.S. Public Company Accounting Oversight
Board.  For the avoidance of doubt, for the purposes of the 2010
Financial Statements, the Offshore Company and the Company shall be treated as
if they were one entity.

       

      “First Half 2010 Financial
Statements” means the consolidated financial statements (including the
consolidated balance sheets, statements of operations, statements of
shareholders’ equity and comprehensive income and cashflow statements) of the
Offshore Company and the Company for the first six months of 2010, prepared in
accordance with US GAAP and reviewed by the Auditor in accordance with the
standards promulgated by the U.S. Public Company Accounting Oversight Board. For
the avoidance of doubt, for the purposes of the First Half 2010 Financial
Statements, the Offshore Company and the Company shall be treated as if they
were one entity.

       

      “Hong Kong Company”
means a limited liability company to be incorporated under
the Laws of Hong Kong, which shall be the wholly-owned Subsidiary of the
Offshore Company with no asset or debt or other Liabilities.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      “NPAT” means the
consolidated net profit after tax in U.S. dollars of the Offshore Company and
the Company, as calculated according to US GAAP.  Any net profits
after tax in currencies other than U.S. dollars shall be converted into U.S.
dollars according to the relevant exchange rates determined under US
GAAP.  For the avoidance of doubt, for the purposes of the calculation
of the NPAT, the Offshore Company and the Company shall be treated as if they
were one entity.

       

      
        	
                2.

              	
                The
      definition of the “WFOE” and all references to it shall be deemed to have
      been deleted from the Agreement and exhibits thereto.  For the
      avoidance of doubt, sentences or phrases whose sole subject is the WFOE
      shall be deemed to have been deleted from the Agreements and exhibits
      thereto.

              


      

       

      
        	
                3.

              	
                Section
      6.4(e) of the Agreement is hereby amended and restated in its entirety as
      follows:

              


      

       

      Offshore
Reorganization.  The Offshore Reorganization shall have been
duly carried out and completed in accordance with the Plan of Offshore
Reorganization (and the Offshore Reorganization Regulatory Approvals
contemplated therein shall have been obtained and shall remain in full force and
effect) and due diligence relating to the Offshore Reorganization shall have
been completed by the Purchaser, in each case, to the satisfaction of the
Purchaser in its sole discretion.  It is agreed among the parties that
as part of the Offshore Reorganization, the Company and the Sellers shall have
entered into and fully executed Contracts with the Offshore Company
substantially similar to the Purchaser Cooperation Documents and in each case
satisfactory to the Purchaser (such Contracts collectively, the “Company Control
Documents”); provided, that the
Offshore Company shall have replaced the Purchaser WFOE as the signatory to such
forms of the Purchaser Cooperation Documents to which the Purchaser WFOE had
been a signatory.  It is further agreed among the parties that upon
the execution of the Company Control Documents, the Purchaser Cooperation
Documents shall terminate and cease to have any effect thereafter with respect
to the signatories to the Purchaser Cooperation Documents without any further
action from the signatories thereto (it being understood that the Purchaser
shall cause the Purchaser WFOE to consent to the foregoing).

       

      
        	
                4.

              	
                Exhibit
      B to the Agreement, the “Plan of Offshore Reorganization”, is hereby
      amended and restated in its entirety as
follows:

              


      

       

      Plan
of Offshore Reorganization

       

      As soon
as practicable after the date of this Agreement and prior to the Share Transfer,
the Offshore Reorganization shall be carried out as follows:


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                ·

              	
                The
      Sellers shall cause the Offshore Company and the Hong Kong Company to be
      duly established in the Cayman Islands and Hong Kong respectively, with
      all regulatory approvals and/or registrations completed in accordance with
      all applicable Laws, including, but not limited to, registration with the
      PRC State Administration for Industry and Commerce (or a local branch
      thereof) in connection with the pledge of the Company Equity Interests (to
      the extent applicable).

              


      

      


      
        	
                 
      

              	
                ·

              	
                The
      Company shall enter into one or more agreements with the Offshore Company
      to the satisfaction of the Purchaser, providing, among other things, an
      option for the Offshore Company to acquire, subject to applicable PRC Laws, the assets of or equity interests in the
      Company for a nominal price or such other
      price (but only to the extent that a price other than a nominal price is
      required under applicable PRC Laws) as determined in a manner that is substantially
      similar to that provided in the Option Agreement, dated April 1, 2009,
      among KongZhong Information Technologies (Beijing) Co., Ltd. and the
      shareholders of Shanghai Mailifang Communications Ltd.  The
      Sellers shall cause each of the Company and the Offshore Company to enter into the
      agreement(s) described in the preceding
  sentence.

              


      

      


      
        	
                 
      

              	
                ·

              	
                The
      Offshore Reorganization shall be structured and effected to ensure maximum
      benefit to the Offshore Company and its
  shareholders.

              


      

      


      Organization
Chart After Offshore Reorganization

       

      
        

      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      
        	
                5.

              	
                Each
      of the parties hereto represents and warrants to each other that: (i) it
      has the requisite power and authority and has taken all actions necessary
      to execute and deliver this Amendment and to perform its obligations
      hereunder; (ii) this Amendment has been duly executed and delivered by
      each of the parties hereto, and constitutes the legal, valid and binding
      obligation of such party, enforceable against such party in accordance
      with its terms, subject to the Bankruptcy and Equity Exceptions; (iii) the
      execution, delivery and performance of this Amendment by such party does
      not, and the consummation of the transactions contemplated hereby will
      not, constitute or result in a breach or violation of, a termination
      (or right of termination) or default (or an event that with notice or
      lapse of time or both would become a default) under, the creation or
      acceleration of any obligations under, the creation of a Lien on any of
      the assets of such party pursuant to, or the necessity of obtaining any
      consent, waiver or approval with respect to, any Contract or other
      material instrument or obligation applicable to such party or its
      properties or assets, or conflict with or violate any Law to which
      such party, or its properties or assets, is subject; and (iv) no notices,
      reports or other filings are required to be made by such party with, nor
      are any Governmental Authorizations required to be obtained by such party
      from, any Governmental Authority in connection with the execution,
      delivery and performance of, and the consummation of the transactions
      contemplated by, this Amendment.

              


      

       

      
        	
                6.

              	
                This
      Amendment shall become effective as of the date
  hereof.

              


      

       

      
        	
                7.

              	
                For
      the avoidance of doubt, if any provision of this Amendment conflicts with
      any provision of the Agreement not otherwise amended by this Amendment,
      such provision of this Amendment shall
prevail.

              


      

       

      
        	
                8.

              	
                The
      provisions of Article X (Miscellaneous) of the Agreement shall apply mutatis mutandis to
      this Amendment.

              


      

       

      
        
           


        

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

       

      
        
          
            
              
                
                  	 	
                          KONGZHONG
      CORPORATION

                        
	 	 
      	 
      
	 	
                          By: 

                        	
                          /s/ Tai Fan

                        
	 	 
      	
                          Name:

                        
	 	 
      	
                          Title:

                        
	 	 
      
	 	
                          SHANGHAI
      DACHENG

                        
	 	
                          NETWORK
      TECHNOLOGY CO., LTD.

                        
	 	 
      	 
      
	 	
                          By:

                        	
                          /s/ Zhen Yang (Seal)

                        
	 	 
      	
                          Name:

                        
	 	 
      	
                          Title:

                        
	 	 
      
	 	
                          ZHEN
      YANG

                        
	 	 
      
	 	
                          /s/ Zhen YANG

                        
	 	 
      
	 	
                          LEILEI
      WANG

                        
	 	 
      
	 	
                          /s/ Leilei WANG

                        
	 	 
      
	 	
                          XIAOLONG
      LI

                        
	 	 
      
	 	
                          /s/ Xiaolong
LI

                        


                

              

            

          

        

      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

      


      
        
          
            
              
                	 	
                        TONG
      ZHANG

                      
	 	 
      
	 	
                        /s/ Tong ZHANG

                      
	 	 
      
	 	
                        TIANSHU
      WU

                      
	 	 
      
	 	
                        /s/ Tianshu
WU

                      


              

            

          

        

      

       

      
        
           


        

        
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