[] [Amendments to the existing Memorandum of Association and Articles of Association Ku6 Media Co., Ltd. Company I, Haifa Zhu, a Director of Ku6 Media Co., Ltd., a Cayman Islands company (the “ At the Adjourned Extraordinary General Meeting of Shareholders of the Company duly convened and held at Boardroom I, Business Centre, 3/F, Harbour Grand Kowloon, 20 Tak Fung Street,] [Withdrawal of Deposited Securities. (2) The Depositary shall not accept for surrender ADSs representing less than one Share. In the case of Delivery to it of ADSs representing a number other than a whole number of Shares, the Depositary shall cause ownership of the appropriate whole number of Shares to be Delivered in accordance with the terms hereof, and shall,] [CONFIDENTIAL 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 This Equity Transfer Agreement Agreement th Party A (Transferor): Hurray! Digital Media Technology Co., Ltd. with its address at 11 Party B (Transferee): Huayi Brothers] [EXECUTION COPY 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 TABLE OF CONTENTS Definitions ARTICLE 1 . Definitions Section 1.01 1 . Other Definitional and Interpretative Provisions Section] [Annex 3 Version of 2010 Shanghai Branch of China Merchants Bank Stock Limited Company Loan Agreement on the Entrusted Loan Loan Agreement on the Entrusted Loan Serial No. [ ] Lender Party A Shanghai Dongfang Branch of China Merchants Bank Stock Limited Company The Principal: Borrower: Ku6 (Beijing) Information Technology Co., Ltd. Legal Representative: the Principal Party A accepts to] [Annex 3 Version of 2010 Shanghai Branch of China Merchants Bank Stock Limited Company Loan Agreement on the Entrusted Loan Loan Agreement on the Entrusted Loan Serial No. [____] Lender Party A Shanghai Dongfang Branch of China Merchants Bank Stock Limited Company The Principal: Borrower: Ku6 (Beijing) Information Technology Co., Ltd. Address: Legal Representative: the Principal Party A accepts to] [Loan Agreement this Agreement December 27, 2010: This Loan Agreement (“ Party A: Ku6 Media Co., Ltd. Party B: Shanda Games Limited 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: 1. Type of] [Loan Agreement this Agreement January 25, 2011: This Loan Agreement (“ Party A: Ku6 Media Co., Ltd. Party B: Shanda Games Limited 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: 1. Type of] [Execution Copy Loan Agreement 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: (1) Ku6 (Beijing) Technology Co., Ltd. (2) Shanyou Li Each of the Lender and the Borrower shall be hereinafter referred to as a “Party” respectively, and as the “Parties”] [Loan Agreement 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: (1) Ku6 (Beijing) Technology Co., Ltd. (2) Shanyou Li Each of the Lender and the Borrower shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively. Whereas:] [Execution Copy Loan Agreement th This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of the 11 (1) Ku6 (Beijing) Technology Co., Ltd. (“Lender”), a Wholly Foreign Owned Enterprise, organized and existing under the laws of the People’s Republic of China (“PRC” or “China”), with its address at Room 1206, Fuhuaqi Tower] [Exclusive Business Cooperation Agreement 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”). Party A: Ku6 (Beijing) Technology Co., Ltd. Address: Room A402, Great Wall Computer Tower, No. Jia 38, Xueyuan Road, Party B: Ku6 (Beijing)] [Share Pledge Agreement 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”): Party A: Ku6 (Beijing) Technology Co., Ltd. Address: Room A402, Great Wall Computer Tower, No. Jia 38, Xueyuan Road, Haidian District, Beijing Party B: Shanyou Li ID] [Execution Copy Share Pledge Agreement 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”): Party A: Ku6 (Beijing) Technology Co., Ltd. Address: Room 1206, Fuhuaqi Tower 2B, Zhongguancun Software Garden, Dong Bei Wang, Haidian District, Beijing Party B: Hailong] [Supplementary Agreement to the Share Pledge Agreement this Agreement PRC China This Supplementary Agreement to the Share Pledge Agreement (hereinafter “ Party A: Ku6 (Beijing) Technology Co., Ltd. Address: Room A402, Great Wall Computer Tower, No. Jia 38, Xueyuan Road, Haidian District, Beijing Party B: Hailong Han ID Number: 34122319860618351X Party C: Ku6 (Beijing) Information Technology Co., Ltd. Address: Room] [Power of Attorney 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] [Power of Attorney This Power of Attorney (“Power of Attorney “) shall supersede and replace the Power of Attorney I executed as of April 11, 2007 (“Original Power of Attorney “) upon execution. I, Hailong Han, a Chinese citizen with Chinese Identification Card No.: 34122319860618351X, and a holder of 2% of the entire registered capital in Ku6 (Beijing) Information Technology] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the July 8, 2009 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Ku6 (Beijing) Technology Co., Ltd. Party B: Shanyou Li, 12010419720322681X; and Party C: Ku6 (Beijing) Information Technology Co., Ltd. In this Agreement, each of] [Execution Copy Exclusive Option Agreement 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”): Party A: Ku6 (Beijing) Technology Co., Ltd. Party B: Hailong Han, Party C: Ku6 (Beijing) Information Technology Co., Ltd. In this Agreement,] [Exclusive Intellectual Property Option Agreement This Exclusive Purchase Agreement for Intellectual Property Rights (“AGREEMENT”) is entered into as of 23rd day of June, 2008 in Beijing by and between: Party A: Ku6 (Beijing) Information Technology Co., Ltd. Address: Room A401, Greatwall Computer Mansion, A-38, Xueyuan Road, Haidian District, Beijing Party B: Ku6 (Beijing) Technology Co., Ltd. Address: Room A402, Greatwall] [Supplemental Agreement to Exclusive Option Agreement 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: Party A: Ku6 (Beijing) Technology Co., Ltd. Party B: Hailong Han, Party C: Ku6 (Beijing) Information Technology Co., Ltd. In this Agreement, each of Party A, Party B and] [Loan Agreement this Agreement th This loan agreement (hereinafter referred to as Lender China (1) WeiMoSanYi (Tianjin) Technology Co., Ltd. (hereinafter referred to as the Borrower (2) Shanyou Li (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: Borrower’s Equity Interest Borrower’s Company 1.] [Loan Agreement this Agreement th This loan agreement (hereinafter referred to as Lender China (1) WeiMoSanYi (Tianjin) Technology Co., Ltd. (hereinafter referred to as the Borrower (2) Xingye Zeng (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: Borrower’s Equity Interest Borrower’s Company 1.] [Exclusive Consulting and Services Agreement this agreement parties The Exclusive Consultancy and Services Agreement (hereafter referred to as “ th Party A: WeiMoSanYi (Tianjin) Technology Co., Ltd. Whereas 1. Party A is a wholly foreign-owned enterprise, with consultancy and service resources, established and duly organized under the laws of and registered within the territory of People’s Republic of China; 2.] [Business Operation Agreement Agreement Parties This Business Operation Agreement (hereinafter referred to as “ Party A: WeiMoSanYi (Tianjin) Technology Co., Ltd. th Party B: Ku6 (Beijing) Cultural Media Co., Ltd. Party C: Shanyou Li Party D: Xingye Zeng Whereas: 1. PRC Party A is a wholly foreign-owned enterprise established and duly organized under the laws of and registered within the] [Attachment One of Service Management Agreement — Power of Attorney 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. th Authorized Person: Shanyou Li] [Attachment One of Business Option Agreement — Power of Attorney Power of Attorney The Proxy is authorized to designate its appointed director in the board of directors (or executive director) to exercise the authorized rights hereunder. th Proxy: Xingye Zeng] [Share Pledge Agreement this Agreement the Parties This Equity Pledge Agreement (hereinafter “ Party A: WeiMoSanYi (Tianjin) Technology Co., Ltd. Address: A3-158, Xishan Road No. 166, Tianjin Airport Logistics and Processing Zone Party B: Shanyou Li ID Number: 12010419720322681X Address: Room 201, Unit 4, Building 15, Rihuali, Yinshuidao, Nankai District, Tianjin Whereas: 1. PRC China Party A is a legally] [Share Pledge Agreement this Agreement the Parties This Equity Pledge Agreement (hereinafter “ Party A: WeiMoSanYi (Tianjin) Technology Co., Ltd. Address: A3-158, Xishan Road No. 166, Tianjin Airport Logistics and Processing Zone Party B: Xingye Zeng ID Number: 510502197307171122 Address: Room 409, Building 19, Huanqingjiayuan, Haidian District, Beijing Whereas: 1. PRC China Party A is a legally and validly incorporated] [Equity Disposition Agreement this Agreement the Parties This Equity Disposal Agreement (hereinafter “ Party A: WeiMoSanYi (Tianjin) Technology Co., Ltd. Party B: Shanyou Li Party C: Xingye Zeng Party D: Ku6 (Beijing) Cultural Media Co., Ltd. Whereas: 1. PRC China Party A is a legally and validly incorporated and existing wholly-owned foreign investment company in the People’s Republic of China] [Transfer Agreement PRC 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 Party B: Dongxu Wang, a Party C: Ku6 (Beijing) Technology Co., Ltd., a limited liability company incorporated and duly existing under the PRC laws with its principal address at No. 6] [Exclusive Consulting and Services Agreement this agreement parties The Exclusive Consultancy and Services Agreement (hereafter referred to as “ Party A: Ku6 (Beijing) Technology Co., Ltd. Address: Building 6, Zhengtong Shidai Creative Centre, 18 Xibahe Xili, Chaoyang District, Beijing, 100020 Party B: Shanghai Yisheng Network Technology Co., Ltd. Address: 6/F, Block C, Building 2, No. 195, Long Tian Road, Xuhui] [Business Operation Agreement Agreement Parties This Business Operation Agreement (hereinafter referred to as “ Party A: Ku6 (Beijing) Technology Co., Ltd. Party B: Shanghai Yisheng Network Technology Co., Ltd. Party C: Dongxu Wang Whereas: 1. PRC Party A is a wholly foreign-owned enterprise established and duly organized under the laws of and registered within the territory of People’s Republic of] [Power of Attorney The Proxy is authorized to designate its appointed director in the board of directors (or executive director) to exercise the authorized rights hereunder. Authorized Person: Dongxu Wang Proxy: Ku6 (Beijing) Technology Co., Ltd. (seal)] [Share Pledge Agreement this Agreement the Parties This Share Pledge Agreement (hereinafter “ Party A: Ku6 (Beijing) Technology Co., Ltd. Party B: Dongxu Wang Whereas: 1. PRC China Party A is a legally and validly incorporated and existing wholly-owned foreign investment company in People’s Republic of China (hereinafter “ 2. Shanghai Yisheng Network Technology Co., Ltd. (hereinafter “the Company”) is] [Equity Disposition Agreement this Agreement This Equity Disposition Agreement (hereinafter “ Party A: Ku6 (Beijing) Technology Co., Ltd. Party B: Dongxu Wang Party C: Shanghai Yisheng Network Technology Co., Ltd. Whereas: 1. PRC China Party A is a legally and validly incorporated and existing wholly-owned foreign investment company in the People’s Republic of China (hereinafter “ 2. Party C is] [Share Proxy Agreement this Agreement the Parties This Share Proxy Agreement (hereinafter “ Party A: Ku6 (Beijing) Technology Co., Ltd. Party B: Dongxu Wang Whereas: the Company Party B is registered as the shareholder of Shanghai Yisheng Network Technology Co., Ltd. (hereinafter “ Party A and Party B hereby reach the following agreement in respect to the identity of Party] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the 21st day of March, 2009 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Wei Mo San Yi (Tianjin) Technology Co., Ltd. Party B: Ku6 (Beijing) Information Technology Co., Ltd. Party C: Tianjin Ku6 Zheng Yuan] [Exclusive Business Cooperation Agreement 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”). Party A: Wei Mo San Yi (Tianjin) Technology Co., Ltd. Address: A3-158, 166 West No.3 Street, Airport Logistics Processing Area, Tianjin Party B:] [Equity Interest Pledge Agreement 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”): Party A: Wei Mo San Yi (Tianjin) Technology Co., Ltd. Address: A3-158, 166 West No.3 Street, Airport Logistics Processing Area, Tianjin Party B: Ku6 (Beijing)] [Power of Attorney We, Ku6 (Beijing) Information Technology Co., Ltd., a limited liability company organized and existing under the laws of the PRC with Registration No.: 110108009511608, and a holder of 100% of the entire registered capital in Tianjin Ku6 Zheng Yuan Information Technology Co., Ltd., (“Tianjin Ku6”), hereby irrevocably authorize Wei Mo San Yi (Tianjin) Technology Co., Ltd. (“WFOE”)] [KU6 MEDIA CO., LTD. 2010 EQUITY COMPENSATION PLAN 1. PURPOSE OF PLAN The purpose of this Plan is to promote the success of the Corporation and to increase shareholder value by providing an additional means through the grant of Awards to attract, motivate, retain and reward selected employees and other eligible persons of the Company. Defined terms are set forth] [SHARE PURCHASE AGREEMENT Agreement Company Buyer Parties Party This Share Purchase Agreement (this “ W I T N E S S E T H : NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements contained herein and intending to be legally bound hereby, the parties hereto agree to as follows: Definitions ARTICLE 1 Definitions Section 1.01.] [SENIOR CONVERTIBLE BOND PURCHASE AGREEMENT Agreement Company Buyer Parties Party This Senior Convertible Bond Purchase Agreement (this “ W I T N E S S E T H : Bond Certificate NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements contained herein and intending to be legally bound hereby, the parties hereto agree to as follows:] [EQUITY PURCHASE AGREEMENT Agreement Schedule I Sellers Buyer Company AGREEMENT (this “ WITNESSETH: WHEREAS, Sellers are all of the shareholders of the Company; WHEREAS, Sellers intend to sell to Buyer (or its designee), and Buyer intends to (or cause its designee to) purchase from Sellers, all of the equity interest in the Company subject to the terms and conditions herein;] [Version of 2008 Shanghai Branch of China Merchants Bank Stock Limited Company Loan Agreement on the Entrusted Loan Loan Agreement on the Entrusted Loan Serial No. [ ] Lender Party A Shanghai Dongfang Branch of China Merchants Bank Stock Limited Company Address: The Principal: Borrower: Shanghai Yisheng Network Technology Co., Ltd. Address: th Legal Representative (Responsible Person): Guidi Tong the] [Version of 2009 Shanghai Branch of China Merchants Bank Stock Limited Company Loan Agreement on the Entrusted Loan Loan Agreement on the Entrusted Loan Serial No. [ ] Lender Party A Shanghai Dongfang Branch of China Merchants Bank Stock Limited Company Address: The Principal: Borrower: Shanghai Yisheng Network Technology Co., Ltd. Address: th Legal Representative (Responsible Person): Guidi Tong the] [Version of 2010 Shanghai Branch of China Merchants Bank Stock Limited Company Loan Agreement on the Entrusted Loan Loan Agreement on the Entrusted Loan Serial No. [ ] Lender Party A Shanghai Dongfang Branch of China Merchants Bank Stock Limited Company Address: The Principal: Borrower: Ku6 (Beijing) Information Technology Co., Ltd. Address: Legal Representative: the Principal Party A accepts to] [Loan Agreement this Agreement June 8, 2011: This Loan Agreement (“ Party A: Ku6 Media Co., Ltd. Party B: Shanda Games Limited 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: 1. Type of] [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 Ku6 (Beijing) Information Technology Co., Ltd. People’s Republic of China Tianjin Ku6 Zheng Yuan Information Technology] [I, Haifa Zhu, 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 of the circumstances under which such statements were] [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 of the circumstances under which such statements were] [906 Certification June 28, 2011 Haifa Zhu, the acting Chief Executive Officer of Ku6 Media Co., Ltd., certifies that, to the best of his 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 respects, the financial condition and] [906 Certification June 28, 2011 Tony Shen, the Chief Financial Officer of Ku6 Media Co., Ltd., certifies that, to the best of his 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 respects, the financial condition and results] [Consent of Independent Registered Public Accounting Firm Form 20-F. We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-125174) of Ku6 Media Co., Ltd. (the “Company”) of our report dated June 28, 2011 relating to the consolidated financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement No. 333-125174 on Form S-8 of our report dated June 25, 2009 (April 28, 2010 as to the effects of the adoption of Accounting Standard Codification (“ASC”) 810-10-65 Transition (formerly issued as Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in]