Unassociated Document


    Exhibit 4.61

     

    EXECUTION
VERSION

     

    First
Amendment to the Share Purchase Agreement

     

    First
Amendment, dated as of January 13, 2010 (this “Amendment”), to the
Share Purchase Agreement (the “Agreement”), dated as
of December 15, 2009, 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”).

    


    Recitals:

    


    WHEREAS,
the Purchaser, the Company and the Sellers desire to 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.

            	
              All
      capitalized terms used and not otherwise defined in this Amendment shall
      have the respective meanings indicated in the
  Agreement.

            


    

     

    
      	
              2.

            	
              Section
      2.1 of the Agreement is hereby amended and restated in its entirety as
      follows:

            


    

     

    Sale and
Purchase.  Upon the terms and subject to the conditions set
forth in this Agreement, each of the Sellers shall enter into, and shall cause
the Company to enter into, the Purchaser Cooperation Documents and, upon
completion of the Offshore Reorganization, sell and transfer all of the Offshore
Company Shares to the Purchaser, free and clear of any Liens (the “Share Transfer”, and
the date on which the Share Transfer occurs, the “Share Transfer
Date”), and the Purchaser shall make the First Payment to the Sellers
(the “Purchase”).

     

    
      	
              3.

            	
              Section
      2.2(a) of the Agreement is hereby amended by inserting the following
      sentence at the end of the last paragraph of such Section
      2.2(a):

            


    

     

    Notwithstanding
anything to the contrary herein, the Purchaser Ordinary Shares issuable to the
Sellers under the First Payment shall be made within ten (10) Business Days after the first day
on which the Nasdaq Exemption has been obtained, but in any event no later than
February 10, 2010.  Upon the receipt of such Purchaser Ordinary Shares
under the First Payment, the Sellers shall deliver, or cause to be delivered, to
the Purchaser a receipt acknowledging receipt by each of the Sellers of the
Purchaser Ordinary Shares issuable to the Sellers under the First
Payment.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              4.

            	
              Section
      2.3(b) is hereby amended and restated in its entirety as
      follows:

            


    

     

    (b)          At
the Closing, in addition to the First Payment provided for in Section 2.2(a),
the Purchaser shall deliver, or cause to be delivered, to the Sellers the
following:

     

    (i)           the
certificate to be delivered by the Purchaser pursuant to Section 6.3(a) and
Section 6.3(b) hereof; and

     

    (ii)          such
other documents and instruments as may be reasonably required to consummate the
Closing.

     

    
      	
              5.

            	
              Section
      2.3(c) is hereby amended and restated in its entirety as
      follows:

            


    

     

    (c)          at
the Closing, each of the Sellers shall deliver, or cause to be delivered, to the
Purchaser the following:

     

    (i)           the
Purchaser Cooperation Documents duly executed and delivered by the Company and
each of the Sellers;

     

    (ii)          the
resolution(s) of the holders of the Company Equity Interests of the Company
authorizing the execution and delivery by the Company of the Purchaser
Cooperation Documents;

     

    (iii)         a
written representation and warranty by each of the Sellers and the Company
stating that (i) it has the requisite power and authority and has taken all
actions necessary to execute and deliver the Purchaser Cooperation Documents, to
consummate the transactions contemplated thereby and to perform its obligations
thereunder; (ii) the Purchaser Cooperation Documents have been duly executed and
delivered by it, and constitute its legal, valid and binding obligation; (iii)
its execution, delivery and performance of the Purchaser Cooperation Documents
do not, and the consummation of the transactions contemplated thereby 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, or the necessity of obtaining any consent, waiver or approval
with respect to, any Contract or other material instrument or obligation
applicable to it or its properties or assets, or conflict with or violate
any Law to which it, or its properties or assets, is subject; and (iv) it is not
required to make any notices, reports or other filings with, nor is it required
to obtain any Governmental Authorizations from any Governmental Authority in
connection with the execution, delivery and performance of, and the consummation
of the transactions contemplated in the Purchaser Cooperation Documents; provided, however, that with
respect to clauses (iii) and (iv) above, no representation or warranty is made
with respect to the effect of “Circular on Further Strengthening the
Administration of Pre-Approval of Internet Games and Approval of Imported
Internet Games (关于贯彻落实国务院《“三定”规定》和中央编办有关解释,进一步加强网络游戏前置审批和进口网络游戏审批管理的通知)”;


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    (iv)          the
certificate to be delivered pursuant to Section 6.2(a), Section 6.2(b), Section
6.2(c) and Section 6.2(d) hereof;

     

    (v)           written
resignations of each member of the board of directors, except Shareholder A, of
the Company;

     

    (vi)          a
receipt acknowledging receipt by each of the Sellers of the cash amounts payable
to the Sellers under the First Payment; and

     

    (vii)         such
other documents and instruments as may be reasonably required to consummate the
Closing, including the items set forth in Schedule 2.3(c)(v).

     

    
      	
              6.

            	
              The
      following shall be added as Section 2.3(d) of the
    Agreement:

            


    

     

    (d)           Notwithstanding
anything herein to the contrary, each of the Second Payment (if any) and the
Third Payment (if any) shall be subject to the satisfaction of the conditions
set forth in Section 6.4 hereof.

     

    
      	
              7.

            	
              The
      following shall be added as Section 2.3(e) of the
    Agreement:

            


    

     

    (e)         On
the date of payment of each of the Second Payment (if any) and the Third Payment
(if any), the Sellers shall deliver to the Purchaser a receipt, signed by each
of the Sellers, acknowledging their receipt of such payment.

     

    
      	
              8.

            	
              The
      introductory paragraph of Sub-Article A of Article III shall be amended
      and restated in its entirety as
follows:

            


    

     

    Each of
the Sellers, severally but not jointly, hereby represents and warrants to the
Purchaser as of the date hereof, as of the Closing Date and as of the Share
Transfer Date:

     

    
      	
              9.

            	
              Section
      3.3 of the Agreement is hereby amended by substituting the words “Closing
      Date” and “Closing” in such Section 3.3 with the words “Share Transfer
      Date” and “Share Transfer”,
respectively.

            


    

     

    
      	
              10.

            	
              The
      introductory paragraph of Sub-Article C of Article III is hereby amended
      by substituting the words “Closing Date” with the words “Share Transfer
      Date”.

            


    

     

    
      	
              11.

            	
              Section
      3.28 of the Agreement is hereby amended and restated in its entirety as
      follows:

            


    

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    Except as
required by the Offshore Reorganization (including the Company Control
Documents), (i) the Offshore Company’s only assets are the entire issued and
outstanding equity interests of the Hong Kong Company; (ii) the Hong Kong
Company’s only assets are the entire issued and outstanding equity interests of
the WFOE; (iii) each of the Offshore Company and the Hong Kong Company has no
debt or other Liabilities; and (iv) the WFOE has no asset or debt or other
Liabilities.

     

    
      	
              12.

            	
              Section
      5.2 of the Agreement shall be deemed to have been deleted from the
      Agreement.

            


    

     

    
      	
              13.

            	
              Section
      5.3 of the Agreement is hereby amended by inserting the following sentence
      at the end of the paragraph:

            


    

     

    As soon
as practicable after completion of the Offshore Reorganization, the Sellers
shall, and shall cause the Offshore Company to, complete the Share
Transfer.

     

    
      	
              14.

            	
              Section
      5.16 of the Agreement is hereby amended by substituting the phrase
      “Closing or the termination of this Agreement” in such Section 5.16 with
      the words “Share Transfer Date”.

            


    

     

    
      	
              15.

            	
              Section
      5.18 of the Agreement is hereby amended and restated in its entirety as
      follows:

            


    

     

    Tax
Matters.  The Sellers shall indemnify the Purchaser in
accordance with Article IX for any deficiency in payment of Taxes, as determined
by or at the request of any Governmental Authority, incurred (i) prior to the
Closing Date by any of the Company and its Subsidiaries and (ii) prior to the
Share Transfer Date by any of the WFOE, the Hong Kong Company and the Offshore
Company to the extent that such deficiency has been remedied by the
Purchaser.  For the avoidance of doubt, Taxes that have not been paid
but for which adequate reserves have been established in the First Half 2010
Financial Statements or the 2010 Financial Statements shall not be considered to
be a deficiency for purposes of this Section 5.18.

     

    
      	
              16.

            	
              Section
      6.2 of the Agreement is hereby amended and restated in its entirety as
      follows:

            


    

     

    Section
6.2 Conditions to
Obligations of the Purchaser.  The obligations of the Purchaser
to effect the Purchase are subject to the satisfaction or waiver by the
Purchaser at or prior to the Closing of each of the following further
conditions:


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              Representations and
      Warranties of the Sellers and the Company.  The
      representations and warranties of the Sellers (except those made by the
      Sellers in respect of the WFOE, the Hong Kong Company and/or the Offshore
      Company) and the Company, set forth in this Agreement shall be true and
      correct (which representations and warranties shall be deemed for the
      purposes of this Section 6.2(a) not to include any qualification or
      limitation with respect to “materiality” or “Material Adverse Effect” set
      forth therein) as of the date of this Agreement and as of the Closing Date
      as though made on and as of such date (except to the extent that any such
      representation or warranty expressly speaks as of an earlier or later
      date, in which case such representation or warranty shall be true and
      correct as of such earlier or later date); provided, however, that
      the condition set forth in this Section 6.2(a) shall be deemed to have
      been satisfied even if any representations or warranties of the Sellers
      (except those made by the Sellers in respect of the WFOE, the Hong Kong
      Company and/or the Offshore Company) and the Company (other than those
      contained in Section 3.1, Section 3.3 (Title to the Shares), Section 3.5
      (Authorization of Transaction; Binding Obligation) and Section 3.9
      (Company Equity Interests) which must be true and correct in all respects)
      are not so true and correct, unless the failure of such representations
      and warranties of the Sellers (except those made by the Sellers in respect
      of the WFOE, the Hong Kong Company and/or the Offshore Company) and the
      Company to be so true and correct, individually or in the aggregate, has
      had or is reasonably likely to have a Material Adverse
      Effect.  The Purchaser shall have received a certificate, dated
      as of the Closing Date, signed by each of the Sellers and an executive
      officer of the Company to such
effect.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Performance of
      Obligations of the Sellers and the Company.  Each of the
      Sellers and the Company shall have performed in all material respects all
      obligations required to be performed by it hereunder on or prior to the
      Closing Date, and the Purchaser shall have received a certificate, dated
      as of the Closing Date, signed by each of the Sellers and by an executive
      officer of the Company to such
effect.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Absence of Material
      Adverse Effect.  There shall not have occurred any
      Material Adverse Effect with respect to any of the Sellers, the Company
      and its Subsidiaries.  The Purchaser shall have received a
      certificate, dated as of the Closing Date, signed by each of the Sellers
      and by an executive officer of the Company to such
  effect.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Average Peak
      Concurrent Users.  The monthly average peak concurrent
      users within the PRC for the Company’s “龙 (Loong)”
      game during the period from November 1, 2009 to the Closing Date shall
      have been no less than 30,000.  (The monthly average peak
      current users of a particular month shall be calculated by dividing (i)
      the sum of the peak concurrent users of each day of the month by (ii) the
      number of days in that month.)  The Purchaser shall have
      received a certificate, dated as of the Closing Date, signed by an
      executive officer of the Company to such
effect.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (e)

            	
              Key
      Employees.  The Company shall have entered into
      employment and non-compete agreements with the Key Employees in accordance
      with Section 5.1(c) hereof.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Board of
      Directors.  Each member of the board of directors, except
      Shareholder A, of the Company shall resign, and Persons designated by the
      Purchaser shall be appointed to the board of directors of the Company
      effective as of the Closing Date.

            


    

     

    
      	
               
      

            	
              (g)

            	
              Purchaser Cooperation
      Documents.  The Company and the Sellers shall have
      entered into and fully executed the Contracts with KongZhong China Co.,
      Ltd., a wholly foreign owned enterprise of the Purchaser (the “Purchaser
      WFOE”) in the forms attached hereto as Exhibit F, in
      each case to the satisfaction of the Purchaser (such Contracts
      collectively, the “Purchaser Cooperation
      Documents”), to facilitate certain business cooperation between the
      Purchaser WFOE and the Company and its
  Subsidiaries.

            


    

     

    
      	
               
      

            	
              (h)

            	
              Legal
      Opinion.  The Purchaser shall have received a legal
      opinion of its PRC counsel substantially in the form attached hereto as
      Exhibit G
      as to certain matters under PRC
Laws.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Closing
      Deliverable.  The Sellers and the Company shall have
      delivered to the Purchaser (or Affiliates thereof) the items set forth in
      Schedule 2.3(c)(v).

            


    

     

    
      	
              17.

            	
              Section
      6.3 of the Agreement is hereby amended and restated in its entirety as
      follows:

            


    

     

    Section
6.3  Conditions to Obligations of
the Sellers.  The obligations of the Sellers to effect the
Purchase are subject to the satisfaction or waiver by the Sellers at or prior to
the Closing of each of the following further conditions:


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              Representations and
      Warranties of the Purchaser.  The representations and
      warranties of the Purchaser set forth in this Agreement shall be true and
      correct (which representations and warranties shall be deemed for the
      purposes of this Section 6.3(a) not to include any qualification or
      limitation with respect to “materiality” set forth therein) as of the date
      of this Agreement and as of the Closing Date as though made on and as of
      such date (except to the extent that any such representation or warranty
      expressly speaks as of an earlier or later date, in which case such
      representation or warranty shall be true and correct as of such earlier or
      later date); provided, however, that
      the condition set forth in this Section 6.3(a) shall be deemed to have
      been satisfied even if any representations or warranties of the Purchaser
      are not so true and correct, unless the failure of such representations
      and warranties of the Purchaser to be so true and correct is, individually
      or in the aggregate, reasonably likely to prevent, materially delay or
      materially impair the ability of the Purchaser to consummate the
      transactions contemplated by this Agreement.  The Sellers shall
      have received a certificate, dated as of the Closing Date, signed by an
      executive officer of the Purchaser on behalf of the Purchaser to such
      effect.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Performance of
      Obligations of the Purchaser.  The Purchaser shall have
      performed in all material respects all obligations required to be
      performed by it hereunder on or prior to the Closing Date, and the Sellers
      shall have received a certificate, dated as of the Closing Date, signed by
      an executive officer of the Purchaser to such
  effect.

            


    

     

    
      	
              18.

            	
              The
      following shall be added as Section 6.4 (Conditions to Second Payment and
      Third Payment) of the Agreement:

            


    

     

    Section
6.4  Conditions to Second Payment
and Third Payment.  Notwithstanding anything to the contrary
and in addition to the conditions set forth in Section 2.2(b) and Section 2.2(c)
hereof, the obligation of the Purchaser to pay the Second Payment (if any) and
the Third Payment (if any) to the Sellers shall be subject to the satisfaction
or waiver prior to each payment (if any) of all of the following
conditions:

     

    
      	
               
      

            	
              (a)

            	
              No Prohibitive
      Order.  No court or other Governmental Authority of
      competent jurisdiction shall have enacted, issued, promulgated, enforced
      or entered any Law or Governmental Order (whether temporary, preliminary
      or permanent) that is in effect and prevents, restrains, enjoins or
      otherwise prohibits the consummation of the Share
  Transfer.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Representations and
      Warranties of the Sellers and Made by the Sellers in Respect of the WFOE,
      the Hong Kong Company and the Offshore Company.  The
      representations and warranties of the Sellers and made by the Sellers in
      respect of the WFOE, the Hong Kong Company and/or the Offshore Company set
      forth in this Agreement shall be true and correct (which representations
      and warranties shall be deemed for the purposes of this Section 6.4(b) not
      to include any qualification or limitation with respect to “materiality”
      or “Material Adverse Effect” set forth therein) as of the Share Transfer
      Date as though made on and as of such date (except to the extent that any
      such representation or warranty expressly speaks as of an earlier or later
      date, in which case such representation or warranty shall be true and
      correct as of such earlier or later date); provided, however, that
      the condition set forth in this Section 6.4(b) shall be deemed to have
      been satisfied even if any representations or warranties of the Sellers
      and made by the Sellers in respect of the WFOE, the Hong Kong Company
      and/or the Offshore Company (other than those contained in Section 3.1
      (Authorization of Transaction; Binding Obligation), Section 3.3 (Title to
      the Shares), Section 3.29 (Authorization of Transaction) and Section 3.33
      (Equity Interests) which must be true and correct in all respects) are not
      so true and correct, unless the failure of such representations and
      warranties of the Sellers and made by the Sellers in respect of the WFOE,
      the Hong Kong Company and/or the Offshore Company to be so true and
      correct, individually or in the aggregate, has had or is reasonably likely
      to have a Material Adverse Effect.  The Purchaser shall have
      received a certificate, dated as of the Share Transfer Date, signed by
      each of the Sellers to such effect.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Performance of
      Obligations of the Sellers, the WFOE, the Hong Kong Company and the
      Offshore Company.  Each of the Sellers, the WFOE, the
      Hong Kong Company and the Offshore Company shall have performed in all
      material respects all obligations required to be performed by it hereunder
      on or prior to the Share Transfer Date, and the Purchaser shall have
      received a certificate, dated as of the Share Transfer Date, signed by
      each of the Sellers and by an executive officer of each of the WFOE, the
      Hong Kong Company and the Offshore Company to such
  effect.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Absence of Material
      Adverse Effect.  There shall not have occurred any
      Material Adverse Effect with respect to each of the Sellers, Offshore
      Company, the Hong Kong Company and the WFOE.  The Purchaser
      shall have received a certificate, dated as of the Share Transfer Date,
      signed by each of the Sellers and an executive officer of each of the
      Offshore Company, the Hong Kong Company and the WFOE to such
      effect.

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (e)

            	
              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 WFOE 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 WFOE 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).

            


    

     

    
      	
               
      

            	
              (f)

            	
              Offshore Company
      Shares.  The Sellers shall have delivered to the
      Purchaser the certificate or certificates evidencing all of the Offshore
      Company Shares, duly endorsed in blank or accompanied by share transfer
      forms duly endorsed in blank in proper form for transfer, with appropriate
      transfer stamps, if any, affixed.

            


    

     

    
      	
               
      

            	
              (g)

            	
              Register of
      Members.  The Offshore Company shall have delivered to
      the Purchaser a certified copy of the register of members of the Offshore
      Company evidencing that all of the Offshore Company Shares have been
      transferred to the Purchaser.

            


    

     

    
      	
               
      

            	
              (h)

            	
              Board
      Resolution.  The Offshore Company shall have delivered to
      the Purchaser the resolution of the board of directors of the Offshore
      Company authorizing the transfer of all of the Offshore Company Shares to
      the Purchaser.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Board of
      Directors.  Each member of the board of directors, except
      Shareholder A, of each of the WFOE, the Hong Kong Company and the Offshore
      Company shall have resigned, and Persons designated by the Purchaser shall
      have been appointed to the board of directors of each of the Company, the
      WFOE, the Hong Kong Company and the Offshore Company, in each case
      effective as of the Share Transfer Date.  The Purchaser shall
      have received the written resignations of such
  directors.

            


    

     

    
      	
               
      

            	
              (j)

            	
              Opinion of PRC
      Counsel.  The Purchaser shall have received a legal
      opinion of PRC counsel to the Sellers, dated as of the Share Transfer
      Date, substantially in the form attached hereto as Exhibit C as to
      certain matters under PRC Laws.

            


    

     

    
      	
               
      

            	
              (k)

            	
              Opinion of Cayman
      Counsel.  The Purchaser shall have received a legal
      opinion of Cayman Islands counsel to the Sellers, dated as of the Share
      Transfer Date, substantially in the form attached hereto as Exhibit D as to
      certain matters under Cayman Islands
Laws.

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (l)

            	
              Other
      Documents.  The parties shall have delivered to each
      other such other documents and instruments as may be reasonably required
      to consummate the transactions contemplated by this
    Agreement.

            


    

     

    
      	
              19.

            	
              Section
      7.1 of the Agreement is hereby amended and restated in its entirety as
      follows:

            


    

     

    Acceleration of Contingent
Payments.  (i) If, at any time after the Closing Date, but
prior to January 1, 2011, Shareholder A is no longer the chief executive officer
of the Company or (ii) if, at any time after the Share Transfer Date, but prior
to January 1, 2011, Shareholder A is no longer the chief executive officer of
the WFOE, the Hong Kong Company and the Offshore Company, in each case other
than due to his termination for Cause, the Second Payment (if any) and the Third
Payment (if any), to the extent not already paid, shall become immediately due
and payable to the Sellers.

     

    
      	
              20.

            	
              Article
      VIII of the Agreement shall be deemed to have been deleted in its entirety
      from the Agreement.

            


    

     

    
      	
              21.

            	
              Section
      9.1 of the Agreement is hereby amended and restated in its entirety as
      follows:

            


    

     

    Survival of Representations
and Warranties.  The representations and warranties of the
parties contained in (i) Sub-Article A and Sub-Article C of Article III shall
survive for two (2) years after the Share Transfer and (ii) Sub-Article B of
Article III and Article IV shall survive for two (2) years after the Closing,
except for (a) the representations and warranties set forth in Section
3.1 (Authorization
of Transaction; Binding Obligation), Section 3.3 (Title to Shares),
Section 3.5 (Authorization of Transaction; Binding Obligation), Section 3.6
(Organization), Section 3.9 (Company Equity Interests), Section 3.12 (Taxes),
Section 3.14(d) and Section 3.14(e) (Employee Benefits), Section 3.29
(Authorization of Transaction), Section 3.30 (Organization) and Section 3.33
(Equity Interests), which shall survive indefinitely, provided, that any claim
made by the party hereto seeking to be indemnified within such specified period
shall survive until such claim is finally resolved.

     

    
      	
              22.

            	
              Section
      9.2(b) of the Agreement is hereby amended by substituting the word
      “Closing” in such Section 9.2(b) with the words “Share
      Transfer”.

            


    

     

    
      	
              23.

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

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    Each of
the Sellers agrees that (i) after the Closing, none of them may seek recovery
against the Company and (ii) after the Share Transfer, none of them may seek
recovery against the WFOE, the Hong Kong Company or the Offshore Company, in
each case, pursuant to any theory of subrogation, contribution or otherwise, of
any Losses payable for any such breach, inaccuracy or nonfulfillment by the
Company, the WFOE, the Hong Kong Company or the Offshore Company.

     

    
      	
              24.

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

            


    

     

    The
Purchaser shall indemnify and hold harmless the Sellers and its Affiliates
(which, after the Closing, shall not include, for purposes of this Section
9.2(d), the Company and which, after the Share Transfer, shall not include, for
purposes of this Section 9.2(d), the Company, the WFOE, the Hong Kong Company
and the Offshore Company) and their respective directors, officers, employees,
agents, successors and assigns (each, a “Seller Indemnified
Party”) for and against all Losses suffered or incurred by them in
connection with, arising out of or resulting from, (i) any breach or
inaccuracy of any representation or warranty made by the Purchaser in this
Agreement or (ii) any breach or nonfulfillment by the Purchaser of any
covenant, agreement or obligation on the part of the Purchaser contained in this
Agreement.

     

    
      	
              25.

            	
              Section
      9.3(b) of the Agreement is hereby amended by substituting the words
      “Closing Date” in such Section 9.3(b) with the words “Share Transfer
      Date”.

            


    

     

    
      	
              26.

            	
              Section
      9.6(b) of the Agreement is hereby amended by substituting the words
      “Closing Date” in such Section 9.6(b) with the words “Share Transfer
      Date”.

            


    

     

    
      	
              27.

            	
              The
      introductory paragraph of the Plan of Offshore Reorganization is hereby
      amended and restated in its entirety as
follows

            


    

     

    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:

     

    
      	
              28.

            	
              For
      the avoidance of doubt, the Closing shall not mean the completion of all
      of the transactions contemplated in the Agreement, as amended by this
      Amendment, including, without limitation, the Offshore Reorganization and
      the Share Transfer.

            


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      	
              29.

            	
              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.

            


    

     

    
      	
              30.

            	
              References
      to “Escrow Account” and “Escrow Agent” shall be deemed to have been
      deleted from Section 1.2 of the Agreement and references to “Share
      Transfer”, “Share Transfer Date”, “Purchaser WFOE”, “Purchaser Cooperation
      Documents” and “Company Control Documents” shall be deemed to have been
      added in such Section 1.2.

            


    

     

    
      	
              31.

            	
              This
      Amendment shall become effective as of the date
  hereof.

            


    

     

    
      	
              32.

            	
              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.

            


    

     

    
      	
              33.

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

            


    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    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

                                                      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    TONG
      ZHANG

                                  
	 
	 
      	
                                    /s/ Tong Zhang

                                  
	 
      	 
      
	
                                    TIANSHU
      WU

                                  
	 
	 
      	
                                    /s/ Tianshu
Wu

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        14