0001144204-09-022852 Sample Contracts

Contract
Lease Agreement • April 29th, 2009 • Kongzhong Corp • Services-business services, nec • Beijing
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Share Pledge Agreement
Share Pledge Agreement • April 29th, 2009 • Kongzhong Corp • Services-business services, nec

Therefore, through friendly negotiations and in the principles of equality and mutual benefit, the parties hereby enter agreement as follows.

Capital Contribution Transfer Agreement
Capital Contribution Transfer Agreement • April 29th, 2009 • Kongzhong Corp • Services-business services, nec

According to the shareholders’ meeting resolution, Hai Qi ("Transferor"), Jingye Sun and Li Ai ("Transferees") and Yang Yang (Original Shareholder) hereby enter into the following agreement:

TECHNICAL SERVICE AGREEMENT (Including Technical Training and Technology Intermediary Services)
Technical Service Agreement • April 29th, 2009 • Kongzhong Corp • Services-business services, nec

The information fees paid by the users for the usage of application service or information service provided by Party B shall be owned by Party B. Party A shall provide Party B with information service fee billing and collection service. All the information service fees incurred by users in the Beijing area, as recorded in the monthly accounts, shall be the information service fees receivable of the Beijing area, 15% of which will be paid by Party B to Party A as the billing and collection service fee and 85% of which will be deemed as income of information fee of Party B. Party A shall deduct the unbalanced communication fees payable by Party B from the 85% of the information fee. If there is still balance after such deduction, Party A shall pay the balance to Party B and request the invoice of service sector thereof; if there is no balance, Party B shall pay the amount owing before the 25th day of each month and provide the invoice thereof upon the receipt of the payment.

Business Operations Agreement
Business Operations Agreement • April 29th, 2009 • Kongzhong Corp • Services-business services, nec

This Business Operations Agreement (this “Agreement”) is entered into on the day of April 1, 2009, in Beijing by and among the following parties:

AMENDMENT TO SHARE PLEDGE AGREEMENT
Share Pledge Agreement • April 29th, 2009 • Kongzhong Corp • Services-business services, nec • New York

The Parties jointly agree to the substitution of Jingye Sun and Li Ai as two parties to the Share Pledge Agreement in place of Hai Qi, As a result thereof, Jingye Sun and Li Ai shall assume Hai Qi’s rights and obligations under the Share Pledge Agreement respectively.

Note and Warrant Purchase Agreement
Note and Warrant Purchase Agreement • April 29th, 2009 • Kongzhong Corp • Services-business services, nec • New York

Note and Warrant Purchase Agreement, dated March 18, 2009 (this “Agreement”), among KongZhong Corporation, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Company”), Leilei Wang, Chief Executive Officer of the Company (the “Sponsor”), and Nokia Growth Partners II, L.P., a Delaware limited partnership (the “Investor”).

Contract
Supplemental Agreement • April 29th, 2009 • Kongzhong Corp • Services-business services, nec
Contract
Business Operations Agreement • April 29th, 2009 • Kongzhong Corp • Services-business services, nec • New York
Supplemental Agreement No.2 to the Lease Agreement No. DC-ZW-TD-07 of Tengda Building
Kongzhong Corp • April 29th, 2009 • Services-business services, nec

The Realty Lease Contract No. DC-ZW-TD-07 signed by and between the Lessor and Lessee (hereinafter the “Contract”) shall be expired on August 27, 2008; however the Lessee desires to continue leasing the room 08 on the 32nd floor of Tengda Plaza after the expiry of the said Contract. Hence, it is hereby agreed by the Lessor and Lessee as follows after friendly negotiations.

Technical Service Agreement (Including Technical Training and Technology Intermediary Services)
Kongzhong Corp • April 29th, 2009 • Services-business services, nec

Both Parties have, on the principles of equality and mutual benefit, and through full and amicable consultations, reached an agreement as follows on the matter regarding that Party B consigns Party A to provide Services of Monternet Multimedia Messaging and charge collection for Party B. This Agreement is formulated to define the rights and obligations of both parties during service provision, which is equally binding upon both parties hereto.

Option Agreement
Option Agreement • April 29th, 2009 • Kongzhong Corp • Services-business services, nec

THIS OPTION AGREEMENT (this “Agreement”) is entered into by and among the following parties (the “Parties”) in Beijing, People’s Republic of China (“PRC”) on April 1, 2009.

Supplemental Agreement No.2 to the Lease Contract No. DC-ZW-TD-06 of Tengda Building
Kongzhong Corp • April 29th, 2009 • Services-business services, nec

The Realty Lease Contract No. DC-ZW-TD-06 signed by and between the Lessor and Lessee (hereinafter the “Contract”) shall be expired on August 27, 2008; however the Lessee desires to continue leasing the room 08 on the 8th floor of Tengda Plaza after the expiry of the said Contract. Hence, it is hereby agreed by the Lessor and Lessee as follows after friendly negotiations.

TECHNICAL SERVICE AGREEMENT
Technical Service Agreement • April 29th, 2009 • Kongzhong Corp • Services-business services, nec

Party A:China Mobile Telecommunications Group Corporation (Beijing) Co., Ltd. Party B: Beijing AirInbox Information Technologies Co., Ltd

AMENDMENT TO OPTION AGREEMENT
Option Agreement • April 29th, 2009 • Kongzhong Corp • Services-business services, nec • New York

The Parties jointly agree to the substitution of Jingye Sun and Li Ai as two parties to the Option Agreement in place of Hai Qi, As a result thereof, Jingye Sun and Li Ai shall assume Hai Qi’s rights and obligations under the Option Agreement respectively.

EXCLUSIVE TECHNICAL AND CONSULTING SERVICES AGREEMENT
Exclusive Technical and Consulting Services Agreement • April 29th, 2009 • Kongzhong Corp • Services-business services, nec

This Exclusive Technical Consulting and Services Agreement (the "Agreement") is entered into in Beijing as of April 1, 2009 between the following two parties.

Contract
Capital Contribution Transfer Agreement • April 29th, 2009 • Kongzhong Corp • Services-business services, nec
Contract
Kongzhong Corp • April 29th, 2009 • Services-business services, nec
Joint Lease Agreement
Joint Lease Agreement • April 29th, 2009 • Kongzhong Corp • Services-business services, nec

In accordance with the relevant provisions of the General Principles of the Civil Law of the People’s Republic of China and the Contract Law of the People’s Republic of China, it is agreed as follows as a supplement to the Realty Lease Contracts with reference numbers of DC-ZW-TD-012, DC-ZW-TD-030, TD0196, DC-ZW-TD-04, DC-ZW-TD-05, DC-ZW-TD-06, DC-ZW-TD-07, DC-ZW-TD-20 and TD0131 which are signed between Party A and each of Party B, Party C, Party D, Party E, Party F, Party G, and Party H.

Technical Service Agreement (Including Technical Training and Technology Intermediary Services)
Kongzhong Corp • April 29th, 2009 • Services-business services, nec

With a view to seeking mutual benefit and win-win results, Both parties, through full and amicable consultations, have decided to establish cooperative relationshipon on equal footing. This Agreement is formulated to define the rights and obligations of both parties during cooperation, which is equally binding upon both parties hereto.

First Amendment to Note and Warrant Purchase Agreement
Note and Warrant Purchase Agreement • April 29th, 2009 • Kongzhong Corp • Services-business services, nec

First Amendment, dated April 9, 2009 (this “Amendment”), to the Note and Warrant Purchase Agreement, dated March 18, 2009 (the “Purchase Agreement”), among KongZhong Corporation, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Company”), Leilei Wang, Chief Executive Officer of the Company (the “Sponsor”), and Nokia Growth Partners II, L.P., a Delaware limited partnership (the “Investor”).

Supplemental Agreement No.8 to the Premises Lease Agreement No. TD0130
Supplemental Agreement • April 29th, 2009 • Kongzhong Corp • Services-business services, nec

The Realty Lease Contract No. TD0130 signed by and between the Lessor and Lessee (hereinafter the “Contract”) shall be expired on August 27, 2008; however the Lessee desires to continue leasing the rooms 01/02/03/05/06/07/09/10/11 of the 32nd floor and the entire 33rd floor of Tengda Plaza after the expiry of the said Contract. Hence, it is hereby agreed by the Lessor and Lessee as follows after friendly negotiations.

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