[Title of each class Name of each exchange and on which registered Ordinary Shares, par value $0.00005 per share Nasdaq Global Market* * Not for trading, but only in connection with the listing on the Nasdaq Global Market of American Depositary Shares, each representing 100 Ordinary Shares None (Title of Class) None (Title of Class) Indicate the number of outstanding] [] Registered Certificate No.: [ Ku6 Media Co., Ltd (Incorporated under the laws of the Cayman Islands) SHARE CERTIFICATE PRINCIPAL REGISTER: THE CAYMAN ISLANDS THIS IS TO CERTIFY THAT THE UNDER-MENTIONED PERSON(S) IS/ARE THE REGISTERED HOLDER(S) OF FULLY PAID AND NONASSESSABLE ORDINARY SHARES, WITH PAR VALUE OF US$0.00005 PER SHARE AS DETAILED BELOW IN THE CAPITAL OF THIS COMPANY, SUBJECT] [EMPLOYMENT AGREEMENT Effective Date Company Employee This agreement is entered into as of Company and Employee shall be referred to individually as a “Party” and collective as the “Parties”. RECITALS WHEREAS NOW, THEREFORE Section 1 Employment. Employment Period Base Salary And Benefits Section 2. During the Employment Period, the Employee’s base salary shall be payable in such installments as is] [Loan Agreement this Contract This loan agreement (hereinafter referred to as (1) Lender China Kusheng (Tianjin) Technology Co., Ltd. (hereinafter referred to as the (2) Borrower Dongxu Wang (hereinafter referred to as the The Lender and the Borrower are respectively referred to as One Party and collectively referred to as the Parties. Whereas: 1. Borrower’s Equity Interest Borrower’s Company The] [Loan Agreement this Contract This loan agreement (hereinafter referred to as (1) Lender China Kusheng (Tianjin) Technology Co., Ltd. (hereinafter referred to as the (2) Borrower Qing Zhang (hereinafter referred to as the The Lender and the Borrower are respectively referred to as One Party and collectively referred to as the Parties. Whereas: 1. Borrower’s Equity Interest Borrower’s Company The] [Exclusive Consulting and Services Agreement this agreement parties The Exclusive Consultancy and Services Agreement (hereafter referred to as “ Party A: Kusheng (Tianjin) Technology Co., Ltd Address: Room 201-243, Floor 2, District B1, Animation Building, No.126, Animation Middle Road, Eco City, Tianjin, PRC. Party B: Tianjin Ku6 Network Communication Technology Co., Ltd. Address: Room 201-369, Floor 2, District B1, Animation] [Business Operation Agreement this agreement Parties This Business Operation Agreement (hereinafter referred to as “ Party A: Kusheng (Tianjin) Technology Co., Ltd. Address: Room 201-243, Floor 2, District B1, Animation Building, No.126, Animation Middle Road, Eco City, Tianjin, PRC. Party B: Tianjin Ku6 Network Communication Technology Co., Ltd. Address: Room 201-369, Floor 2, District B1, Animation Building, No.126, Animation Middle] [Share Pledge Agreement this Agreement the Parties This Equity Pledge Agreement (hereinafter “ Party A: Kusheng (Tianjin) Technology Co., Ltd. Address: Room 201-243, Floor 2, District B1, Animation Building, No.126, Animation Party B: Dongxu Wang ID Number: 31022619751124032 Address: Room 301. No. 6 Lane, Shangcheng Road, Pudong District, Shanghai Whereas: 1. PRC China Party A is a legally and validly] [Share Pledge Agreement this Agreement the Parties This Equity Pledge Agreement (hereinafter “ Party A: Kusheng (Tianjin) Technology Co., Ltd. Address: Room 201-243, Floor 2, District B1, Animation Building, No.126, Animation Party B: Qing Zhang ID Number: 310113197711284110 Address: Room 1602, No.6 Lane, Quwo Road 373, Zhabei qu, Shanghai Whereas: 1. PRC China Party A is a legally and validly] [Power of Attorney The Proxy is authorized to designate its appointed director in the board of directors (or executive director) to exercise the authority hereunder.] [Power of Attorney The Proxy is authorized to designate its appointed director in the board of directors (or executive director) to exercise the authority hereunder.] [Equity Disposition Agreement this Agreement the Parties This Equity Disposal Agreement (hereinafter “ Party A: Kusheng (Tianjin) Technology Co., Ltd. Address: Room 201-243, Floor 2, District B1, Animation Building, No.126, Animation Middle Road, Eco City, Tianjin, PRC. Party B: Dongxu Wang ID Number: 31022619751124032 Address: Room 301, Shangchen Road 1025-6, Pudong Xinqu, Shanghai Party C: Qing Zhang ID Number: 310113197711284110] [REDEMPTION AGREEMENT Agreement Company Bondholder Parties Party This Redemption Agreement (this “ W I T N E S S E T H : Bond Bond Certificate WHEREAS, the Company desires to purchase and redeem the Bond and the Bondholder desires to sell the Bond back to the Company and deliver the certificate representing the Bond (the “ NOW, THEREFORE, in] [Ku6 Advertising Agency Agreement CN: BJKL(T)-I-2011-493 Party A: Address: 433 Guo Shoujing Road, Pudong New Area, Shanghai Zip Code: 201203 Contact: Zheng Xiaohuan Tel: 021-38586666 Fax: Email: zhengxiaohuan@snda.com Party B: Address: Building 6, Zhengtong Chuangyi Plaza, 18 Xibahe Xili, Chaoyang District, Beijing Zip Code: 100028 Contact: Liang Yawei Tel: 010-57586556 Fax: Email: liangyawei@ku6.com Party A is an advertising company that] [Renewal Agreement of Loan Contract (I) No.: 2011 Year -Beijing Zi- No. 81110901 Lender: China Merchants Bank Co., Ltd., Shanghai Dongfang Sub-branch Principal: Chen Siqing Borrower: Legal Representative/ Principal: Li Shanyou Guarantor: Legal Representative/ Principal: Or Guarantor (for individual): ID No.: Mortgagor/ Pledgor: Legal Representative/ Principal: Or Mortgagor/ Pledgor (for individual): ID No.: working capital 11110115 For Article 1 Renewal] [Renewal Agreement of Loan Contract (II) No.: 2010 Year -Beijing Zi- No. 81110307 Lender: Principal: Chen Siqing Borrower: Legal Representative/ Principal: Li Shanyou Guarantor: Legal Representative/ Principal: Or Guarantor (for individual): ID No.: Mortgagor/ Pledgor: Legal Representative/ Principal: Or Mortgagor/ Pledgor (for individual): ID No.: working capital 11110115 81110901 For Article 1 Renewal Agreements RMB Thirty-Nine Million Seven Hundred and] [List of Significant Subsidiaries and Affiliates of Ku6 Media Co., Ltd. Name of Subsidiary or Affiliate State or Jurisdiction of Incorporation Ku6 Holding Limited Cayman Islands Ku6 (Beijing) Technology Co., Ltd. People’s Republic of China WeiMoSanYi (Tianjin) Technology Co., Ltd. People’s Republic of China Kusheng (Tianjin) Technology Co., Ltd. People’s Republic of China Ku6 (Beijing) Information Technology Co., Ltd. People’s] [Section 302 of the Sarbanes-Oxley Act of 2002 I, Yu Shi, certify that: 1. I have reviewed this annual report on Form 20-F of Ku6 Media Co., Ltd.; 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] [Section 302 of the Sarbanes-Oxley Act of 2002 I, Tony Shen, certify that: 1. I have reviewed this annual report on Form 20-F of Ku6 Media Co., Ltd.; 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] [Section 302 of the Sarbanes-Oxley Act of 2002 I, Frank Feng, certify that: 1. I have reviewed this annual report on Form 20-F of Ku6 Media Co., Ltd.; 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] [Section 906 of the Sarbanes-Oxley Act of 2002 March 29, 2012 I, Yu Shi, Chief Executive Officer of Ku6 Media Co., Ltd., certify that, to the best of my knowledge: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and 2. the information contained in the Report fairly presents, in all material] [Section 906 of the Sarbanes-Oxley Act of 2002 March 29, 2012 I, Tony Shen, Chief Financial Officer of Ku6 Media Co., Ltd., certify that, to the best of my knowledge: 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and 2. the information contained in the Report fairly presents, in all material] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-177612) of Ku6 Media Co., Ltd. of our report dated March 29, 2012 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F. Shanghai, the People’s Republic]