0000950123-11-062237 Sample Contracts

Shanghai Branch of China Merchants Bank Stock Limited Company Loan Agreement on the Entrusted Loan
Loan Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec

Party A accepts to be entrusted by Shanghai Shulong Technology Co., Ltd. (“the Principal”) to disburse an entrusted loan, equal to RMB to Party B. According to the “Commission Contract on Entrusted Loan Agreement” (Serial No. [ ]) and the “Notification on Entrusted Loan” issued by the Principal on [date], through friendly negotiation, Party A and Party B the Parties herein conclude this Agreement in accordance with relevant national laws:

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Exclusive Option Agreement
Exclusive Option Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec

This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the 11th day of April, 2007 in Beijing, the People’s Republic of China (“China” or the “PRC”):

Exclusive Consulting and Services Agreement
Exclusive Consulting and Services Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec

The Exclusive Consultancy and Services Agreement (hereafter referred to as “this agreement”) is executed by Party A and Party B (hereafter referred to as “parties”) on August 5, 2010:

Loan Agreement
Loan Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec

This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of the 11th day of April, 2007 in Beijing, China:

Loan Agreement
Loan Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec

This loan agreement (hereinafter referred to as this Agreement) is made and entered into by and between the following parties on May 27th 2010 in Beijing, China.

Share Pledge Agreement
Share Pledge Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec

This Equity Pledge Agreement (hereinafter “this Agreement”) is executed by and between the following parties (hereinafter “the Parties”) on 27 May 2010:

Supplemental Agreement to Exclusive Option Agreement
Supplemental Agreement to Exclusive Option Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec

This Supplemental Agreement to Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the 23th day of June, 2008:

EQUITY PURCHASE AGREEMENT
Equity Purchase Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec • New York

AGREEMENT (this “Agreement”) dated as of April 20, 2011 between (1) the Persons set forth in Schedule I hereto (collectively, “Sellers”), (2) Ku6 Media Co., Ltd., a company incorporated under the laws of the Cayman Islands (“Buyer”) and (3) Hangzhou Soushi Networking Co., Ltd. , a limited liability company formed under the laws of the PRC (the “Company”).

Share Pledge Agreement
Share Pledge Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec

This Share Pledge Agreement (hereinafter “this Agreement”) is executed by and between the following parties (hereinafter “the Parties”):

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec • New York

This Share Purchase Agreement (this “Agreement”) is made as of April 1, 2011 by and between Ku6 Media Company, Ltd., a limited liability company incorporated in the Cayman Islands (the “Company”) and Shanda Media Group Limited, a limited liability company incorporate in the British Virgin Islands (the “Buyer”). The Buyer and the Company are hereinafter collectively referred to as the “Parties” and each individually as a “Party.”

Exclusive Intellectual Property Option Agreement
Exclusive Intellectual Property Option Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec

This Exclusive Purchase Agreement for Intellectual Property Rights (“AGREEMENT”) is entered into as of 23rd day of June, 2008 in Beijing by and between:

Loan Agreement
Loan Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec

This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of the 23rd day of June, 2008 in Beijing, China:

Share Pledge Agreement
Share Pledge Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec

This Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on April 11, 2007 in Beijing, the People’s Republic of China (“China” or the “PRC”):

Exclusive Business Cooperation Agreement
Exclusive Business Cooperation Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec

This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on March 21, 2009 in Beijing, the People’s Republic of China (“China” or the “PRC”).

Loan Agreement
Loan Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec • Hong Kong

Under the principles of good faith, equality, mutual benefits and common development, through friendly negotiations, the Parties reach the following terms and conditions in respect to the loan issue in accordance with Hong Kong law:

Business Operation Agreement
Business Operation Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec

This Business Operation Agreement (hereinafter referred to as “Agreement”) was signed on August 5, 2010 by and among the following parties (hereinafter referred to as “Parties”)

Equity Disposition Agreement
Equity Disposition Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec

This Equity Disposition Agreement (hereinafter “this Agreement”) is executed by and between the following parties on August 5, 2010:

Loan Agreement
Loan Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec • Hong Kong

Under the principles of good faith, equality, mutual benefits and common development, through friendly negotiations, the Parties reach the following terms and conditions in respect to the loan issue in accordance with Hong Kong law:

Transfer Agreement
Transfer Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec

Party A: Shanda Computer (Shanghai) Co., Ltd., a limited liability company incorporated and duly existing under the laws of the People’ Republic of China (“PRC”) with its principal address at No. 208, Juli Road, Pudong District, Shanghai.

SENIOR CONVERTIBLE BOND PURCHASE AGREEMENT
Senior Convertible Bond Purchase Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec • New York

This Senior Convertible Bond Purchase Agreement (this “Agreement”) is made as of April 1, 2011 by and between Ku6 Media Company, Ltd., a limited liability company incorporated in the Cayman Islands (the “Company”) and Shanda Media Group Limited, a limited liability company incorporate in the British Virgin Islands (the “Buyer”). The Buyer and the Company are hereinafter collectively referred to as the “Parties” and each individually as a “Party.”

Exclusive Business Cooperation Agreement
Exclusive Business Cooperation Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec

This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on June 23 2008 in Beijing, the People’s Republic of China (“China” or the “PRC”).

Business Operation Agreement
Business Operation Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec

This Business Operation Agreement (hereinafter referred to as “Agreement”) was signed on May 27, 2010 by and among the following parties (hereinafter referred to as “Parties”)

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Equity Interest Pledge Agreement
Equity Interest Pledge Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec

This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on March 21, 2009 in Beijing, the People’s Republic of China (“China” or the “PRC”):

Share Pledge Agreement
Share Pledge Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec

This Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on July 8, 2009 in Beijing, the People’s Republic of China (“China” or the “PRC”):

Equity Transfer Agreement Between Hurray! Digital Media Technology Co., Ltd.) And Huayi Brothers Media Corporation) Relating to Equity Interest in Beijing Huayi Brothers Music Co., Ltd. Dated on May 17, 2010
Equity Transfer Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec

Party A (Transferor): Hurray! Digital Media Technology Co., Ltd. with its address at 11th floor of China Railway Construction Mansion, No 20 of Shijingshan Road, Shijinshan District of Beijing.

Loan Agreement
Loan Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec

This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of the 11th day of April, 2007 in Beijing, China:

Power of Attorney
Power of Attorney • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec

Xingye Zeng, the undersigned, hereby agrees to grant the authority in connection with its owned shareholder’s right arising from the 2% of the equity interest of Ku6 (Beijing) Cultural Media Co., Ltd. (hereinafter referred to as the Company) to WeiMoSanYi (Tianjin) Technology Co., Ltd. (hereinafter referred to as the Proxy). The undersigned hereby irrevocably authorize the Proxy to exercise the following rights in the effective term hereof:

Supplementary Agreement to the Share Pledge Agreement
Share Pledge Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec

This Supplementary Agreement to the Share Pledge Agreement (hereinafter “this Agreement”) is executed by and among the following parties on June 23, 2008 in Beijing, the People’s Republic of China (hereinafter “PRC” or “China”):

Loan Agreement
Loan Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec • Hong Kong

Under the principles of good faith, equality, mutual benefits and common development, through friendly negotiations, the Parties reach the following terms and conditions in respect to the loan issue in accordance with Hong Kong law:

SHARE PURCHASE AGREEMENT dated as of November 26, 2009 among HURRAY! HOLDING CO., LTD., THE PERSONS LISTED ON ANNEX I and KU6 HOLDING LIMITED relating to the purchase and sale of 100% of the Capital Shares of KU6 HOLDING LIMITED
Share Purchase Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec • New York

AGREEMENT (this “Agreement”) dated as of November 26, 2009 among Hurray! Holding Co., Ltd., a company incorporated and existing under the laws of the Cayman Islands (“Buyer”), the Persons listed on Annex I hereto (collectively the “Sellers” and each a “Seller”) and Ku6 Holding Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”)

Power of Attorney
Power of Attorney • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec

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.

Share Proxy Agreement
Share Proxy Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec

This Share Proxy Agreement (hereinafter “this Agreement”) is executed by and between the following parties (hereinafter “the Parties”) on August 5, 2010:

Equity Disposition Agreement
Equity Disposition Agreement • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec

This Equity Disposal Agreement (hereinafter “this Agreement”) is executed by and between the following parties (hereinafter “the Parties”) on May 27, 2010:

Power of Attorney
Power of Attorney • June 28th, 2011 • Ku6 Media Co., LTD • Communications services, nec

Shanyou Li, the undersigned, hereby agrees to grant the authority over its owned shareholder’s right in connection with the 98% of the equity interest of Ku6 (Beijing) Cultural Media Co., Ltd. (hereinafter referred to as the Company) to WeiMoSanYi (Tianjin) Technology Co., Ltd. (hereinafter referred to as the Proxy). The undersigned hereby irrevocably authorize the Proxy to exercise the following rights in the effective term hereof:

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