Power of Attorney
Exhibit 4.15
This Power of Attorney (“Power of Attorney “) shall supersede and replace the Power of
Attorney I executed on April 11, 2007 and the Power of Attorney I executed on June 23, 2008
(collectively, the “Original Power of Attorneys”) upon execution. Except for the amendments,
supplements or changes in writing executed after the execution of this Agreement, this Agreement,
together with all the exhibits hereto and thereto, shall constitute and contain the entire document
with respect to the subject matter hereof and supersedes any and all prior documents, duties or
obligations respecting the subject matter hereof.
I, Shanyou Li, a Chinese citizen with Chinese Identification Card No.: 12010419720322681X, and
a holder of 98% of the entire registered capital in Ku6 (Beijing) Information Technology Co., Ltd.
(“Ku6”) (“My Shareholding”), hereby irrevocably authorize Ku6 (Beijing) Technology Co., Ltd.
(“WFOE”) to exercise the following rights relating to My Shareholding during the term of this Power
of Attorney(WFOE shall exercise the following rights by way of board resolution(s) with affirmative
vote from the director representing TLC Capital Co., Ltd.):
WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with
respect to all matters concerning My Shareholding, including without limitation to: 1) attend
shareholders’ meetings of Ku6; 2) exercise all the shareholder’s rights and shareholder’s voting
rights I am entitled to under the laws of China and Ku6’s Articles of Association, including but
not limited to the sale or transfer or pledge or disposition of My Shareholding in part or in
whole; and 3) designate and appoint on behalf of myself the legal representative (chairperson), the
director, supervisor, the chief executive officer and other senior management members of Ku6.
Without limiting the generality of the powers granted hereunder, WFOE shall have the power and
authority under this Power of Attorney to execute the Transfer Contracts stipulated in Exclusive
Option Agreement, to which I am required to be a party, on behalf of myself, and to effect the
terms of the Share Pledge Agreement, Exclusive Option Agreement and their respective amendments or
supplements, to which I am a party.
All the actions associated with My Shareholding conducted by WFOE shall be deemed as my own
actions, and all the documents related to My Shareholding executed by WFOE shall be deemed to be
executed by me. I hereby acknowledge and ratify those actions and/or documents by Ku6.
WFOE is entitled to re-authorize or assign its rights related to the aforesaid matters to any
other person or entity at its own discretion and without giving prior notice to me or obtaining my
consent.
This Power of Attorney is coupled with an interest and shall be irrevocable and continuously
valid from the date of execution of this Power of Attorney, so long as I
am a shareholder of Ku6.
Strictly Confidential
During the term of this Power of Attorney, I hereby waive all the rights associated with My
Shareholding, which have been authorized to WFOE through this Power of Attorney, and shall not
exercise such rights by myself.
This Power of Attorney is written in Chinese and English; in case there is any conflict
between the Chinese version and the English version, the Chinese version shall prevail.
Strictly Confidential
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| Shanyou Li | ||||||
| By: |
|
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| July 8, 2009 | ||||||
Witness: Xxxxxxx Xxx
By:
July 8, 2009
Strictly Confidential
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