[Ku6 Media Co., Ltd. N/A Cayman Islands (Jurisdiction of incorporation or organization) Building 6, Zhengtongchuangyi Centre No. 18, Xibahe Xili, Chaoyang District Beijing 100028, People’s Republic of China Frank Feng Acting Chief Financial Officer Telephone: +86 10 5758-6666 Fax number: +86 10 5758-6834 Building 6, Zhengtongchuangyi Centre No. 18, Xibahe Xili, Chaoyang District Beijing 100028, People’s Republic of China (Name,] [AMENDMENTS TO THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF Ku6 Media Co., Ltd. 1. By inserting the following new definition of “Treasury Shares” immediately following the existing definition of “Statute” in Article 1: “Treasury Shares” means shares that have been purchased by the Company and have not been cancelled but have been held continuously by the Company since they] [Ku6 Media Co., Ltd (Incorporated under the laws of the Cayman Islands) SHARE CERTIFICATE Registered Cettificate No.: [ ] 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,] [Loan Agreement Agreement This Amended and Restated Loan Agreement (hereinafter referred to as this “ th day of August, 2012 in Chaoyang District of Beijing, the People’s Republic of China (“China” or the “PRC”) by and between: Ku6 (Beijing) Technology Co., Ltd. Ku6 Technology (hereinafter referred to as “ Yingfeng Zhang Borrower (hereinafter referred to as the “ Party Parties] [Loan Agreement Agreement This Amended and Restated Loan Agreement (hereinafter referred to as this “ th day of August, 2012 in Chaoyang District of Beijing, the People’s Republic of China (“China” or the “PRC”) by and between: Ku6 (Beijing) Technology Co., Ltd. Ku6 Technology (hereinafter referred to as “ Mingfeng Chen Borrower (hereinafter referred to as the “ Party Parties] [Amended and Restated Loan Agreement Agreement This Amended and Restated Loan Agreement (hereinafter referred to as this “ th day of August, 2012 in Chaoyang District of Beijing, the People’s Republic of China (“China” or the “PRC”) by and between: Ku6 (Beijing) Technology Co., Ltd. Ku6 Technology (hereinafter referred to as “ Yingfeng Zhang Borrower (hereinafter referred to as the] [Amended and Restated Loan Agreement Agreement This Amended and Restated Loan Agreement (hereinafter referred to as this “ th day of August, 2012 in Chaoyang District of Beijing, the People’s Republic of China (“China” or the “PRC”) by and between: Ku6 (Beijing) Technology Co., Ltd. Ku6 Technology (hereinafter referred to as “ Mingfeng Chen Borrower (hereinafter referred to as the] [Exclusive Technology Consulting and Service Framework Agreement Framework Agreement This Exclusive Technology Consulting and Service Framework Agreement (hereinafter referred to as this “ th day of August, 2012 in Chaoyang District of Beijing, the People’s Republic of China (“China” or the “PRC”) by and between the following parties: Party A Ku6 (Beijing) Technology Co., Ltd. : Address: Units 1811-1816, Building] [Business Operations Agreement Agreement This Business Operations Agreement (this “ th day of August, 2012 in Chaoyang District of Beijing, the People’s Republic of China (“China” or the “PRC”) by and among: Party A Ku6 (Beijing) Technology Co., Ltd. : Address: Units 1811-1816, Building 4, No.1 Yard, Wangzhuang Road,Haidian District, Beijing; Party B Ku6 (Beijing) Information Technology Co., Ltd. :] [Power of Attorney Company My Equity Interest Authorized Person I, Mingfeng Chen, a citizen of the People’s Republic of China (ID Card No.: ##################), holding 2% of the equity interest in Ku6 (Beijing) Information Technology Co., Ltd. (the “ The Authorized Person is authorized to act as my sole and exclusive proxy to exercise in my name all my rights] [Power of Attorney Company My Equity Interest Authorized Person I, Yingfeng Zhang, a citizen of the People’s Republic of China (ID Card No.: ##################, holding 98% of the equity interest in Ku6 (Beijing) Information Technology Co., Ltd. (the “ The Authorized Person is authorized to act as my sole and exclusive proxy to exercise in my name all my rights] [Amended and Restated Share Pledge Agreement Agreement This Share Pledge Agreement (hereinafter referred to as this “ th day of August, 2012 in Chaoyang District of Beijing, the People’s Republic of China (“China” or the “PRC”), by and among: Party A: Ku6 (Beijing) Technology Co., Ltd. Address: Units 1811-1816, Building 4, No.1 Yard, Wangzhuang Road,Haidian District, Beijing; Party B: Yingfeng] [Amended and Restated Exclusive Call Option Agreement Agreement This Amended and Restated Exclusive Call Option Agreement (this “ th day of August, 2012 in Chaoyang District of Beijing, the People’s Republic of China (“China” or the “PRC”) by and among: Party A: Ku6 (Beijing) Technology Co., Ltd. Address: Units 1811-1816, Building 4, No.1 Yard, Wangzhuang Road,Haidian District, Beijing; Party B:] [Loan Agreement Agreement This Amended and Restated Loan Agreement (hereinafter referred to as this “ th day of August, 2012 in Chaoyang District of Beijing, the People’s Republic of China (“China” or the “PRC”) by and between: WeiMoSanYi (Tianjin) Technology Co., Ltd. WeiMoSanYi Technology (hereinafter referred to as “ Yingfeng Zhang Borrower (hereinafter referred to as the “ Party Parties] [Loan Agreement Agreement This Amended and Restated Loan Agreement (hereinafter referred to as this “ th day of August, 2012 in Chaoyang District of Beijing, the People’s Republic of China (“China” or the “PRC”) by and between: WeiMoSanYi (Tianjin) Technology Co., Ltd. WeiMoSanYi Technology (hereinafter referred to as “ Mingfeng Chen Borrower (hereinafter referred to as the “ Party Parties] [Share Pledge Agreement Agreement This Share Pledge Agreement (hereinafter referred to as this “ th of August, 2012 in Chaoyang District of Beijing, the People’s Republic of China (“China” or the “PRC”),by and among: Party A: WeiMoSanYi (Tianjin) Technology Co., Ltd. Address: A3-158, Xishan Road No.166, Tianjin Airport Logistics and Processing Zone; Party B: Yingfeng Zhang ( a Chinese citizen] [Exclusive Call Option Agreement Agreement This Amended and Restated Exclusive Call Option Agreement (this “ th day of August, 2012 in Chaoyang District of Beijing, the People’s Republic of China (“China” or the “PRC”) by and among: Party A: WeiMoSanYi (Tianjin) Technology Co., Ltd. Address: A3-158, Xishan Road No.166, Tianjin Airport Logistics and Processing Zone; Party B: Yingfeng Zhang (a] [Exclusive Technology Consulting and Service Framework Agreement Framework Agreement This Exclusive Technology Consulting and Service Framework Agreement (hereinafter referred to as this “ th day of August, 2012 in Chaoyang District of Beijing, the People’s Republic of China (“China” or the “PRC”) by and between the following parties: Party A WeiMoSanYi (Tianjin) Technology Co., Ltd. : Address: A3-158, Xishan Road] [Business Operations Agreement Agreement This Business Operations Agreement (this “ th day of August, 2012 in Chaoyang District of Beijing, the People’s Republic of China (“China” or the “PRC”) by and among: Party A WeiMoSanYi (Tianjin) Technology Co., Ltd. : Address: A3-158, Xishan Road No. 166, Tianjin Airport Logistics and Processing Zone; Party B Ku6 (Beijing) Cultural Media Co., Ltd.] [Power of Attorney Company My Equity Interest Authorized Person I, Yingfeng Zhang, a citizen of the People’s Republic of China (ID Card No.: ##################, holding 98% of the equity interest in Ku6 (Beijing) Information Technology Co., Ltd. (the “ The Authorized Person is authorized to act as my sole and exclusive proxy to exercise in my name all my rights] [Power of Attorney Company My Equity Interest Authorized Person I, Mingfeng Chen, a citizen of the People’s Republic of China (ID Card No.: ##################), holding 2% of the equity interest in Ku6 (Beijing) Information Technology Co., Ltd. (the “ The Authorized Person is authorized to act as my sole and exclusive proxy to exercise in my name all my rights] [Amended and Restated Advertising Agency Agreement CN : TJKB-0S-2013-003 Party A: Shanghai Shengyue Advertising Co., Ltd. Address: 433 Guo Shoujing Road, Pudong New Area, Shanghai Zip Code: 201203 Contact: Weici Yu Tel: 021-38586666 Party B: Tianjing (Ku6) Networking Communicate Technology Co., Ltd. Address: Building 6, Zhengtong Chuangyi Plaza, 18 Xibahe Xili, Chaoyang District, Beijing Zip Code: 100028 Contact: Kai Ye] [Supplemental Agreement to the Loan Agreement No. Agreement This Agreement (the “ Party A: Ku6 Media Co., Ltd. Party B:Shanda Games Limited Each of Party A and Party B shall be referred to as the “Party” and collectively, the “Parties”. Whereas 1. Original Agreement Original Loan Party A and Party B entered into a Loan Agreement dated as of December] [Renewal Agreement of Loan Contract No. this Agreement April 10, 2012 This Renewal Agreement of Loan Contract (“ Party A: Ku6 Media Co., Ltd. Party B: Shanda Games Limited Whereas Original Contract No.1 Original Contract No.2 1. Party A and Party B had signed two Loan Contracts on January 25, 2011 and December 27, 2010 separately. The loan amount of] [Renewal Agreement of Loan Contract No. this Agreement June 1, 2012 This Renewal Agreement of Loan Contract (“ Party A: Ku6 Media Co., Ltd. Party B: Shanda Games Limited Whereas Original Contract 1. Party A and Party B had signed Loan Contract on May 31, 2011. The loan amount of the contract signed was US$7.3 million (“ Original Contract 2.] [Renewal Agreement of Loan Contract (II) No.: 2012 Year -Fang Zi- No. 81120811 Lender: China Merchants Bank Co., Ltd., Shanghai Dongfang Sub-branch Principal: Chen Siqing Borrower: Ku6 (Beijing) Information Technology Co., Ltd. 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.: operation] [Loan Agreement Agreement This Loan Agreement (hereinafter referred to as this “ th day of March, 2012 in Hong Kong by and between: Shanda Capital Limited Borrower British Virgin Islands Commerce House,Wickhams Cay 1,P.O.Box 3140,Road Town,British Virgin Islands,VG1110; (hereinafter referred to as the “ Ku6 Media co., Ltd. Lender Cayman Islands Cricket Square, Hutchins Drive, P.O. Box 2681 Grand Cayman,KY1-1111] [SHARE REPURCHASE AGREEMENT This Share Repurchase Agreement Agreement (this “ June 20 , 201 2 by and between Ku6 Media Co., Ltd. , a Cayman Islands Company company (the “ Kumella Holdings Limited (“ Kumella ”), a British Virgin Islands company and several individual Schedule I Seller s listed in parties party . The Seller and the Company are hereinafter] [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] [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 of the circumstances under which such] [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 of the circumstances under which such] [Section 906 of the Sarbanes-Oxley Act of 2002 April 19, 2013 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 April 19, 2013 I, Frank Feng, Acting 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] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shanghai, the People’s Republic of China April 19, 2013 普华永道中天会计师事务所有限公司 PricewaterhouseCoopers Zhong Tian CPAs Limited Company, 11/F PricewaterhouseCoopers Center 2 Corporate Avenue, 202 Hu Bin Road, Huangpu District, Shanghai 200021, PRC T: +86 (21) 2323 8888, F: +86 (21) 2323 8800, www.pwccn.com EX-15.1 34 a13-9789_1ex15d1.htm CONSENT OF PRICEWATERHOUSECOOPERS]