KZ [KONGZHONG] 20-F: TABLE OF CONTENTS
[TABLE OF CONTENTS] [to purchase _______________________ Ordinary Shares of KONGZHONG CORPORATION an exempted limited liability company incorporated under the laws of the Cayman Islands Definitions 1. ADSs “ Business Combination “ Business Day “ CFC “ Code “ Revenue Company “ Dispute “ Exchange Act “ Exercise Price “ Expiration Time “ Hedging Transaction “ Ordinary Shares “ Party “ Permitted Transferee “] [EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This Agreement Effective Date , by and between KongZhong Corporation th a corporation duly organized and validly existing under the laws of the Cayman Islands, with its principal place of business at 35 Company (the “ ArenaNet, Inc. th South th Investor Parties Party (the “ RECITALS WHEREAS Ordinary Shares WHEREAS NOW, THEREFORE, Certain Definitions] [to purchase Ordinary Shares of KONGZHONG CORPORATION an exempted limited liability company incorporated under the laws of the Cayman Islands Definitions 1. ADSs “ Business Combination “ Business Day “ CFC “ Code “ Revenue Company “ Dispute “ Exchange Act “ Exercise Price “ Expiration Time “ Hedging Transaction “ Ordinary Shares “ Party “ Permitted Transferee “ PFIC] [Dated August 28, 2012 among KongZhong Corporation, Fit Run Limited and Nokia Growth Partners II, L.P. Agreement Company Investor NGP Recitals WHEREAS: Ordinary Shares NOW, THEREFORE, Article I Purchase; Closing Purchase Purchase 1.1 Closing 1.2 Closing Closing Date (a) On the terms and subject to the conditions set forth in this Agreement, the closing of the Purchase (the “ Annex] [List of Subsidiaries and Consolidated Entities of KongZhong Corporation, as of March 31, 2013 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 April 16, 2013] [kongzhong corporation Certification April 16, 2013] [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 , 2013 April 16 Kong Zhong Corporation th 35 No. 168 Xizhimenwai Street Beijing, China 100044 Dear Sirs, Yours faithfully, Commerce & Finance Law Offices Commerce] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM . We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-122530, 333-132219, 333-140538 and 333-156640) and Form F-3 (No. 333-181459) Beijing, the People’s Republic of China April 16, 2013]