[] [Cooperation Agreement on Game Business Between China Mobile Group Jiangsu Co., Ltd. and Beijing AirInbox Information Technologies Co., Ltd. Signed at: Nanjing, Jiangsu Party A: China Mobile Group Jiangsu Co., Ltd. Address: No. 59, Huju Road, Nanjing Zip Code: 210029 Fax: 025-86668384 Deposit Bank: Agricultural Bank of China Nanjing Hongqiao Sub-branch Bank Account No.: 10100401040000340 Identification Number for the National] [Agreement No. KD22-0101-2014-000285 Unicom Wireless Data Service SP Cooperation Agreement of China Unicom Broadband Online Co., Ltd. Party A: China Unicom Broadband Online Co., Ltd. Beijing AirInbox Information Technologies Co., Ltd. Party B: April 1, 2014 1 / 48 Agreement No. KD22-0101-2014-000285 Table of Contents Recitals 3 Chapter 1 Whereas 3 Chapter 2 Basic Definitions 3 Chapter 3 Business Mode] [Our Ref: Corporate Banking – G140930 [M] Confidential 16 October 2014 KongZhong Corporation 中國北京海淀區西直門外大街 號騰達大廈 層 郵編 : 楊洋小姐 執行副總裁 Attention: Dear Sirs, BANKING FACILITIES Bank Facilities Borrower With reference to our recent discussions, we, Hang Seng Bank Limited (the “ The Facilities will be made available on the terms and conditions set out in this letter and the Standard] [Private & Confidential Dated the 30th day of December 2014 KongZhong Corporation and Foga Development Co. Ltd. and Jieguang Zhuang ( ) (as Guarantor) AGREEMENT in FORGAME HOLDINGS LIMITED (雲遊控股有限公 ) TABLE OF CONTENTS Page 1. DEFINITIONS AND INTERPRETATION 3 2. SALE AND PURCHASE 6 3. CONSIDERATION 6 4. CONDITIONS PRECEDENT 6 5. COMPLETION 7 6. CONDUCT OF BUSINESS PENDING] [Option Agreement This option agreement is entered into by and among the following parties on December 1, 2014. Party A Address: 35F, Tengda Plaza, No.168 Xiwai Street, Haidian District, Beijing, 100044, China Party B: Jia Tao; ID No.: 110105197802109636 Address: 35F, Tengda Plaza, No.168 Xiwai Street Haidian District, Beijing, PRC. Chen Junhong; ID NO.: 350203197504274032 Address: Rm.17, No.442, Siming South] [EXCLUSIVE CONSULTING AND SERVICES AGREEMENT This Exclusive Consulting and Services Agreement (the "Agreement") is entered into as of December 1, 2014, between the following two parties (“the Parties”). PARTY A: Address: PARTY B: Address: WHEREAS, 1. Party A , a wholly foreign−owned enterprise registered in People's Republic of China under the laws of PRC, with the resources of consulting and] [Share Pledge Agreement No: This Share Pledge Agreement (this “Agreement”) is entered into on December 1, 2014 by and among the following parties (“the Parties”): Party A (the Pledgee) : KongZhong Information Technologies (Beijing) Co., Ltd. Address: 35F, Tengda Plaza, No. 168 Xiwai Street, Haidian District, Beijing, 100044, China Registration No: Party B (the Pledgor) :Jia Tao; IDNo.: Address: 32F,] [Share Pledge Agreement No: This Share Pledge Agreement (this “Agreement”) is entered into on December 1, 2014 by and among the following parties (“the Parties”): Party A (the Pledgee) : KongZhong Information Technologies (Beijing) Co., Ltd. Address: 35F,Tengda Plaza,No.168 Xiwai Street,Haidian District,Beijing,100044,China Registration No: Party B (the Pledgor) :Chen Junhong; IDNo.: 350203197504274032 Address: Rm.17, No.442, South Road Siming, Siming District,] [Business Operations Agreement This Business Operations Agreement (this “Agreement”) is entered into on the day of December 1, 2014 by and among the following parties(“the Parties”): Party A: KongZhong Information Technologies (Beijing) Co., Ltd. Address: 35F,Tengda Plaza,No.168 Xiwai Street,Haidian District,Beijing,100044,China Tax: 88575872 Tel: 010-88576000 Party B: Xiamen Xinreli Technology Co., Ltd. Address: 14A, No.2. Lianqian West Road, Siming District. Tax:] [Power of Attorney Principal: Tao Jia ID No.: 110105197802109636 Address: 32F, Tengda Plaza, No.168 Xiwai Street, HaiDian District, Beijing Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing Xiamen Xinreli Technology Co., Ltd. Xinreli The Principal, Tao Jia, a citizen of the People’s Republic of China, hereby authorizes Mr. Wang Leilei] [Power of Attorney Principal: Junhong Chen ID No.: 35020319750427403 Address: Room 17, No.442 Siming South Road, Siming District, Xiamen, Fujian Province. Agent: Leilei Wang ID No.: 110102197304020437 Address: No.1001, Building 1, Xiao Yang Yi Bin Hutong, Dongcheng District, Beijing Xiamen Xinreli Technology Co., Ltd. Xinreli The Principal, Junhong Chen, a citizen of the People’s Republic of China, hereby authorizes Mr.] [List of Subsidiaries and Consolidated Entities of KongZhong Corporation, as of March 31, 2015 Name of the Subsidiaries or Consolidated Entities State or Jurisdiction of Incorporation Beijing AirInbox Information Technologies Co., Ltd. People’s Republic of China Beijing Boya Wuji Technologies Co., Ltd. People’s Republic of China Beijing Chengxitong Information Technology Co., Ltd. People’s Republic of China Beijing Shangshu Boer Culture] [CERTIFICATION I, Leilei Wang, certify that: 1. I have reviewed this annual report on Form 20-F of KongZhong Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [CERTIFICATION I, Jay Chang, certify that: 1. I have reviewed this annual report on Form 20-F of KongZhong Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [KONGZHONG CORPORATION Certification Leilei Wang Chief Executive Officer] [kongzhong corporation Certification Jay Chang Chief Financial Officer] [通 商 律 师 事 务 所 Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Tel: (8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837 Website: www.tongshang.com April 16, 2015 Kong Zhong Corporation th 35 No. 168 Xizhimenwai Street Beijing, China 100044 Dear Sirs, Yours faithfully, Commerce & Finance Law Offices] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements on Form S-8 (Nos. 333-122530, 333-132219, 333-140538, 333-156640 and 333-195905) and Form F-3(No. 333-181459) of our reports dated April 16, 2015 relating to the consolidated financial statements of KongZhong Corporation, its subsidiaries and variable interest entities (collectively, the "Company") and the effectiveness of]