0001193805-15-000748 Sample Contracts

DEPOSIT AGREEMENT
Deposit Agreement • May 14th, 2015 • Citibank,N.A./ADR • Telegraph & other message communications • New York
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KongZhong Corporation AND CITIBANK, N.A., As Depositary, AND ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES OUTSTANDING UNDER THE TERMS OF THE DEPOSIT AGREEMENT, DATED AS OF JULY 14, 2004
Deposit Agreement • May 14th, 2015 • Citibank,N.A./ADR • Telegraph & other message communications • New York

AMENDMENT NO. 1 TO DEPOSIT AGREEMENT dated as of _____________, 2015 (the "Amendment"), by and among KongZhong Corporation, a company incorporated under the laws of the Cayman Islands (the "Company"), Citibank, N.A., a national banking association organized under the laws of the United States of America (the "Depositary"), and all Holders and Beneficial Owners from time to time of American Depositary Shares outstanding under the Deposit Agreement (as defined below).

KongZhong Corporation
Letter Agreement • May 14th, 2015 • Citibank,N.A./ADR • Telegraph & other message communications • New York

Reference is made to the Deposit Agreement, dated as of July 14, 2004, as amended and supplemented from time to time (the "Deposit Agreement"), by and among KongZhong Corporation, an exempted limited liability company incorporated under the laws of the Cayman Islands (the "Company"), Citibank, N.A., a national banking association (“Citibank”) organized and existing under the laws of the United States of America, as Depositary (the "Depositary"), and the Holders and Beneficial Owners of American Depositary Shares (the "ADSs") issued thereunder. All capitalized terms used, but not otherwise defined herein, shall have the meaning assigned thereto in the Deposit Agreement.

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