LIMITED GUARANTYLimited Guaranty • December 2nd, 2016 • Right Advance Management Ltd. • Telegraph & other message communications • New York
This LIMITED GUARANTY, dated as of December 1, 2016 (this “Limited Guaranty”), is made by Hexie Chengzhang Phase II (Yiwu) Investment Center (Limited Partnership) (the “Guarantor”) in favor of KongZhong Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”).
VOTING AGREEMENTVoting Agreement • December 2nd, 2016 • Right Advance Management Ltd. • Telegraph & other message communications • New York
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 1, 2016, by and among Linkedsee Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), KongZhong Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) and certain shareholders of the Company, listed on Schedule A (each, a “Voting Shareholder” and collectively, the “Voting Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
ADHERENCE AGREEMENTAdherence Agreement • December 2nd, 2016 • Right Advance Management Ltd. • Telegraph & other message communications • New York
Hexie Chengzhang Phase II (Yiwu) Investment Center (Limited Partnership), a limited partnership organized and existing under the laws of PRC with its registered address at No. 133, Futian Street, Yiwu, Zhejiang Province, PRC. (the “New Sponsor”).
ADHERENCE AGREEMENTAdherence Agreement • December 2nd, 2016 • Right Advance Management Ltd. • Telegraph & other message communications • New York
Gongqingcheng Wujiang Xingyao Investment Management Partnership (Limited Partnership), a limited partnership organized and existing under the laws of PRC with its registered address at Private Equity Fund Park 405-286, Gongqingcheng, Jiujiang, Jiangxi Province, PRC (the “New Sponsor”).
First Amendment to the Share Purchase AgreementShare Purchase Agreement • January 14th, 2010 • Right Advance Management Ltd. • Telegraph & other message communications
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”).
FORM OF ADHERENCE AGREEMENTAdherence Agreement • February 17th, 2016 • Right Advance Management Ltd. • Telegraph & other message communications • New York
上海宏流资产管理中心(有限合伙)(Shanghai Trend Asset Management Center (Limited Partnership)), a PRC limited partnership with its registered address at Unit 1-110, Zone B, 5th Floor, 163 Songxing Road, Baoshan District, Shanghai, China (the “New Sponsor”).
CONSORTIUM AGREEMENTConsortium Agreement • February 5th, 2016 • Right Advance Management Ltd. • Telegraph & other message communications • New York
THIS CONSORTIUM AGREEMENT is made as of February 5, 2016 (the “Agreement”), by and among Leilei Wang (the “Chairman”), Right Advance Management Ltd., a British Virgin Islands company (“Right Advance”), Chiming Bells International Limited, a British Virgin Islands company (“Chiming Bells”, and together with Right Advance, the “Chairman Holding Companies” and together with Chairman, the “Chairman Parties”), IDG-Accel China Growth Fund II L.P., a Cayman Islands limited partnership (“IDG Growth II”), and IDG-Accel China Investors II L.P., a Cayman Islands limited partnership (“IDG Investors II”, together with IDG Growth II, “IDG”, and together with all Additional Sponsors (as defined below), the “Sponsors”). The Chairman Parties and each Sponsor is referred to herein as a “Party”, and collectively, the “Parties”. Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in Section 10.1 hereof.
SHARE PURCHASE AGREEMENT by and among KONGZHONG CORPORATION, SHANGHAI DACHENG NETWORK TECHNOLOGY CO., LTD., ZHEN YANG, LEILEI WANG, XIAOLONG LI, TONG ZHANG, and TIANSHU WU Dated as of December 15, 2009Share Purchase Agreement • January 14th, 2010 • Right Advance Management Ltd. • Telegraph & other message communications • New York
SHARE PURCHASE AGREEMENT, dated as of December 15, 2009 (this “Agreement”), 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”), Zhen YANG (“Shareholder A”), Leilei WANG (“Shareholder B”), Xiaolong LI, Tong ZHANG and Tianshu WU (each of Shareholder A, Shareholder B, Xiaolong LI, Tong ZHANG and Tianshu WU, a “Seller”, and collectively, the “Sellers”).
Joint Filing AgreementJoint Filing Agreement • October 8th, 2008 • Right Advance Management Ltd. • Services-business services, nec
We, the undersigned, hereby agree that the Statement on Schedule 13D to which this Agreement is an Exhibit, which is being filed in connection with the securities of KongZhong Corporation, and any amendment thereafter signed by each of the undersigned, shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended.
CONTRIBUTION AGREEMENTContribution Agreement • December 2nd, 2016 • Right Advance Management Ltd. • Telegraph & other message communications • New York
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of December 1, 2016 by and among Linkedsee Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and certain shareholders of KongZhong Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
SHARE PURCHASE AGREEMENT by and among MOBILEREN INC., YUNFAN ZHOU, RIGHT ADVANCE MANAGEMENT LTD., AND WANG LEILEI Dated as of September 27, 2008Share Purchase Agreement • October 8th, 2008 • Right Advance Management Ltd. • Services-business services, nec • New York
SHARE PURCHASE AGREEMENT (this “SPA”), dated as of September 27, 2008, by and among Mobileren Inc., a company incorporated under the Laws of the British Virgin Islands (the “Seller”), Yunfan Zhou, a citizen of the People’s Republic of China (“Mr. Zhou,” and collectively with the Seller, the “Seller Parties”), Right Advance Management Ltd., a company incorporated under the Laws of the British Virgin Islands (the “Buyer”), and Wang Leilei, a citizen of the People’s Republic of China (“Mr. Wang,” and collectively with the Buyer, the “Buyer Parties”). The Buyer Parties and the Seller Parties are hereinafter collectively referred to as the “parties” and each individually as a “party.”
FORM OF JOINT FILING AGREEMENTJoint Filing Agreement • February 5th, 2016 • Right Advance Management Ltd. • Telegraph & other message communications
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D/A, and amendments thereto, with respect to the ordinary shares, par value US$0.0000005 per share, of KongZhong Corporation, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
