Equity Disposition Agreement
 this Agreement
 
 
 
 Whereas:
 1.
    
    Party A is a legally and validly incorporated and existing wholly-owned foreign investment
company in the Peoples Republic of China (hereinafter PRC or China).2.
    
    Party C is a limited liability company incorporated and registered in PRC.3.
    
    Party B (hereinafter the Grantor) is the shareholders of Party C.4.
    
    Party A is granted the option by Party B to dispose Party Bs equity interest in Party C; to
ensure the performance of this option, parties hereof conclude this Agreement based on the
following terms and conditions:1.
    
    Grant of Option
 1.1
    
    GrantThe Parties agree that, as of the effectiveness date of this Agreement, Party A shall have an
exclusive option to purchase or to have its designated third party to purchase all the equity
interest of Party C held by the Grantor at a minimum price permitted by the PRC laws at any time
when exercising the option, except Party A has already been informed and provided its written
permission. Party A is granted the said option immediately after this Agreement is executed by the
Parties and comes into effect. Upon being granted, the
grant of option is irrevocable and cannot be changed during the effective term of this Agreement
(including the extended period provided in Article 1.2 hereunder).




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1.2
    
    TermThis Agreement shall come into effect after being signed by the Parties as of the date first
written above. The effective term of this Agreement shall be 20 years commencing from the
effectiveness date of this Agreement. Before the expiration of the term, the Parties shall extend
the term of this Agreement if Party A requires so and accordingly the Parties may separately
conclude a new equity disposal agreement or may continue to perform this Agreement according to
Party As requirement.
 2.
    
    Exercising the Option and Closing
 2.1
    
    Time for Exercising the Option
 2.1.1
    
    The Grantor agrees that, Party A can exercise part of or all the option under this Agreement
at any time after this Agreement is signed and comes into effect, subject to the PRC laws.2.1.2
    
    The Grantor agrees that, there is no limitation on the frequency of Party As exercising of
option, unless Party A has purchased and held all the equity interests of Party C owned by
Party B.2.1.3
    
    The Grantor agrees that, Party A may designate a third party as its representative to
exercise the option provided Party A has notified the Grantor of such third party in writing
when exercising the option.
 2.2
    
    Consideration for Exercising the OptionThe Grantor agrees that, all the consideration obtained by the Grantor arising from Party As
exercising of option shall be legally transferred to any third party designated by Party A which is
approved by Party A in writing.2.3
    
    AssignmentThe Grantor agrees that, the option under this Agreement can be partially or wholly assigned by
Party A to a third party without obtaining the Grantors prior consent. Under the said situation,
the said third party shall become a party to this Agreement to exercise the option according to the
conditions provided in this Agreement and to exercise or perform the rights and obligations of
Party A under this Agreement.2.4
    
    Notice for Exercising the OptionIf Party A is to exercise the option, it shall issue a written notice to the Grantor 10 working
days prior to the Closing Date (as defined below), specifying the following terms:
 2.4.1
    
    The effective closing date (hereinafter Closing Date) related to the equity interests
after exercising the option;
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2.4.2
    
    The name of the person who shall be registered as the holder of the equity interests after
exercising the option;2.4.3
    
    The quantity and proportion of the equity interests purchased from the Grantor;2.4.4
    
    Consideration for exercising the option and the payment method;2.4.5
    
    Power of attorney (if Party A designates a third party to exercise the option on its
behalf).
  2.5
    
    Equity TransferAt each time when Party A exercises the option and within 10 working days after receiving the
notice for exercising the option issued by Party A according to Article 2.4 herein:
 (1)
    
    The Grantor shall procure Party C to promptly hold a shareholders meeting to adopt a
resolution on approving the Grantor to transfer the equity to Party A and/or the third Party
designated by Party A;(2)
    
    The Grantor and Party C ( or for the designated third party if applicable) shall sign an
equity transfer agreement which shall be substantially consistent with the template attached
as Annex 1 hereto;(3)
    
    Party B shall sign all other necessary contracts, agreements or documents, shall obtain all
necessary governmental approvals and consents and shall take all necessary actions, for
effectively transferring the equity, free of any encumbrances, to Party A and/or its
designated third party. Party B shall ensure Party A and/or its designated third party to be
registered as the owner of the transferred equity with the administration for industry and
commerce, and shall submit to Party A and/or its designated third party all the latest
business license, articles of association, approval (if applicable) and other relevant
documents issued or registered by the PRC competent authorities, which shall reflect the
alterations of Party Cs equity, directors, legal representative and other altered items.3.
    
    Representation and Warranty
 3.1
    
    The Grantor represents and warrant as follows:
 3.1.1
    
    They have complete rights and authorizations to sign and perform this Agreement.3.1.2
    
    Their performance of this Agreement and performance of any obligations under this Agreement
do not go against any laws, regulations and other agreements binding on them, and do not need
the governments approval or authorization.
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3.1.3
    
    There is no any pending or existing litigation, arbitration or other judicial or
administrative proceeding which may have substantial impact on the performance of this
Agreement.3.1.4
    
    They have already disclosed any event which may have adverse impact on the performance of
this Agreement to Party A.3.1.5
    
    They are not declared bankruptcy and have a sound and stable financial status.3.1.6
    
    There is no pledge, security, debt and other encumbrance set on Party Cs equity held by
them, and such equity is free from third partys claim.3.1.7
    
    Except the Equity Pledge Agreement signed between the Grantor and Party A, there is no
pledge, debt and other encumbrance set on Party Cs equity held by them. In addition, they
will not dispose the equity by transferring, donating, pledging it (or by other means) to the
party other than Party A or its designated third party.3.1.8
    
    The option granted to Party A is exclusive and the Grantor shall not grant such option or
the similar right to the party other than Party A or its designated third party by any means.3.1.9
    
    During the effective term of this Agreement, Party Cs business operation shall conform to
the laws and regulations as well as other administrative rules and guidelines enacted by the
competent governmental departments, and shall not violate any of the said rules which may
result in a material adverse impact on the Companys business operation or assets.3.1.10
    
    They shall maintain Party Cs existence based on the sound financial system, commercial
operation standard and common practices. They shall deliberately and efficiently operate its
business and conduct its transactions, shall ensure Party C keeping its license, permit and
approval necessary for its business operation and shall ensure such license, permit and
approval not to be canceled, revoked or invalidated.3.1.11
    
    Upon Party As requirement, they shall provide Party A all the documents related to Party
Cs business operation and financial status.3.1.12
    
    Before Party A (or its designated third party) exercises the option and obtains all the
equity or the rights and interests of Party C, Party C shall not conduct the following
activities unless obtaining Party As written consent (or the written consent from its
designated third party):
 (a)
    
    Sell, transfer, pledge and dispose of by any other means, any of
its assets, business or income, or permit any encumbrance set thereon
(except what occurs during the normal or daily operation or what has been already disclosed to Party
A and approved by Party A in writing beforehand).
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(b)
    
    Conduct the transactions which will materially have adverse impact on its
assets, liabilities, operation, equity and other legal rights (except the transaction
which occurs during the normal or daily operation or which has already been disclosed
to Party A and approved by Party A in writing beforehand).(c)
    
    Distribute the dividend and capital bonus to its shareholders by any means.(d)
    
    Bear, inherit, provide guarantee to, permit the existence of any debt,
excluding (i) the debt generated during the normal or daily operation other than from
the borrowing; or (ii) the debt which has already been disclosed to Party A and
approved by Party A in writing beforehand).(e)
    
    Sign any major contract, excluding the contract concluded during the normal
or daily operation (for the purpose herein, the contract shall been deemed as major
contract if its contract value exceeds RMB 100,000).(f)
    
    Increase or decrease Party Cs registered capital or change the share
structure by adopting shareholders resolution.(g)
    
    Supplement, modify or amend Party Cs articles of association in any form.(h)
    
    Merge or in alliance with any person, or buy out any person or invest in any
person.
 3.1.13
    
    Before Party A (or its designated third party) exercises the option and obtains all the
equity or the assets of Party C, Party B conducts the following activities unless obtaining
Party As written consent (or the written consent from its designated third party):
 (a)
    
    Supplement, modify or amend Party Cs articles of association in any form,
which will materially have adverse impact on Party Cs assets, liabilities,
operations, equity and other legal rights (excluding increasing the registered capital
at the same share proportion according to the legal requirements), or which may affect
the effective performance of this Agreement as well as other agreements signed among
Party A, Party B, and Party C..
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(b)
    
    Procure Party C to conduct the transactions which will materially have
adverse impact on Party Cs assets, liabilities, operation, equity and other
legal rights (except the transaction which occurs during the normal or daily operation
or which has already been disclosed to Party A and approved by Party A in writing
beforehand).(c)
    
    Procure Party Cs shareholders meeting to adopt a resolution to distribute
the dividend and capital bonus.(d)
    
    Sell, transfer, mortgage and dispose of by any other means, any of the legal
rights and interest of Party Cs equity, or permit any encumbrance set thereon at any
time as of the effectiveness date of this Agreement.(e)
    
    Procure Party Cs shareholders meeting to approve the selling, transfer,
mortgage and disposal by any other means of any of the legal rights and interest of
Party Cs equity, or to permit any encumbrance set thereon.(f)
    
    Procure Party Cs shareholders meeting to approve Party Cs merge or
alliance with any person, or Party Cs buyout of any person or Party Cs investment in
any person, or Party Cs reorganization in any other forms.(g)
    
    Close its business of its own accord, liquidate or dissolve Party C
 3.1.14
    
    Before Party A (or its designated third party) exercises the option and obtains all the
equity or the assets of Party C, Party B covenant that:
 (a)
    
    They will immediately inform Party A of any (or potential) litigation,
arbitration or administrative proceeding involving the equity held by them, or any
situation which may has adverse impact on such equity.(b)
    
    Procure Party Cs shareholders meeting to review and approve the equity
transfer mentioned in this Agreement, procure Party C to amend its articles of
association to reflect the equity is transferred from Party B to Party A and/or its
designated third party and other alteration items mentioned in this Agreement, procure
Party C to apply to the competent authority for approval (if required by law) and to
handle the alteration registration at forth, and procure Party C to adopt a
shareholders resolution to appoint the persons designated by Party A and/or its
designated third party as the new directors and new representative.(c)
    
    To keep their legal and effective proprietary rights to the equity, sign all
necessary or proper documents, take all necessary or proper actions, bring forward all
necessary or proper claims, or necessarily and properly defend against all the claims.
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(d)
    
    Upon Party As request from time to time, immediately and unconditionally
transfer the equity to its designated third party at any time.(e)
    
    Strictly abide by this Agreement and other agreements respectively or jointly
signed by and among Party B and Party A, practicably perform all the obligations under
the said agreements, and not to act or omit which will materially affect the validity
and enforceability of the said agreements.
 3.2
    
    CovenantThe Grantor covenants to Party A that, the Grantor shall bear all the costs arising from the equity
transfer and shall handle all the necessary formalities required for making Party A and/or its
designated third party become the shareholder of Party C, including but not limited to, assist
Party A to obtain all necessary approvals from the governmental departments on the equity transfer,
submit the equity transfer agreement, shareholders resolution and other documents to the
administration for industry and commerce, as well as amend the companys articles of association,
register of shareholders and other bylaws of the company.3.3
    
    Party B hereby represents and warrants to Party A on the execution date of this Agreement and
on each closing date that:
 (1)
    
    They have the rights and capabilities to execute, deliver and perform this Agreement, and to
execute and perform any equity transfer agreement (hereinafter Transfer Agreement) (to which
they are the parties) for each transfer of equity. Once this Agreement or the Transfer
Agreement to which they are the parties is signed, such agreement shall be legally and validly
binding and enforceable on them.(2)
    
    The execution, delivery and performance of this Agreement or any Transfer Agreement will not
(i) violate any PRC law; (ii) go against with their articles of association or other
constitutional documents; (iii) contradict with any other contracts or documents which they
are the parties to or which are binding on them; (iv)violate any applicable permit or approval
granted to them and/or any effective conditions; or (v) lead to any applicable permit or
approval granted to them being suspended, canceled or conditioned.(3)
    
    Party B have sound and marketable ownership to all Party Cs Equity. Party B does not set
any encumbrance on the said Equity.(4)
    
    Party C does not have any outstanding debt, except (i) the debt generated from this normal
operation and (ii) the debt already disclosed to Party A and approved by Party A in writing
beforehand.(5)
    
    Party C abides by all applicable laws and regulations governing the purchase of equity and
assets.
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(6)
    
    Currently, there is no ongoing or pending or potential litigation, arbitration or
administrative proceeding in relation to the Equity, Party Cs assets or Party C.
 4.
    
    Special TermsParty B covenants that, no matter whatever change occurs to the shareholding ratio of Party B
in Party C in future, this Agreement shall be legally binding on Party B and shall be
applicable to all the equities of Party C held by Party B by then.5.
    
    TaxAll the taxes imposed on the Parties arising from the performance of this Agreement shall be
borne by the Parties on their own.6.
    
    Event of Default
 6.1
    
    If Party B or Party C breaches this Agreement or breaches any representation and warranty it
makes in this Agreement, Party A may notify the breaching party in writing, requiring it to
correct such breach within 10 days after receiving the notice, to take relevant measures to
effectively and timely avoid any damages, and to continue to perform this Agreement. If there
is any damage occurs, the breaching party shall make compensation to Party A to secure Party A
to obtain all its deserved rights and interest arising from the performance of this agreement.6.2
    
    If Party B or Party C fails to rectify its breach of contract within 10 days after receiving
the notice in accordance with Article 6.1, Party A is entitled to require the breaching party
to compensate all the expenses, liabilities or losses (including but not limited to the
payment or losses of the interest and attorneys cost caused by such breach) incurred to Party
A arising from such breach. In the mean time, Party A is entitled to implement the Equity
Transfer Agreement attached as annex 1 hereto to make the equity held by Party B transferred
to Party A and/or its designated third party.
 7.
    
    Applicable Law and Settlement of Dispute
 7.1
    
    Governing LawThis Agreement (including but not limited to its completion, performance, effectiveness and
interpretation) shall be governed by the PRC law.7.2
    
    Friendly NegotiationIf there is any dispute arising from the interpretation or performance of this Agreement, the
Parties shall first settle it through friendly negotiation or through mediation by a mediator.
If the dispute cannot be settled through the said methods, either Party may submit such dispute
to an arbitration commission for arbitration within 30 days after the said discussion
commences.7.3
    
    ArbitrationAny dispute arising from this Agreement shall be submitted to Shanghai branch of China
International Economic and Trade Arbitration Commission for arbitration in
accordance with its then effective arbitral rules. The place of arbitration shall be in
Shanghai. The arbitral award shall be final and binding on the Parties.
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8.
    
    Confidentiality
 8.1
    
    The content of this Agreement and annex thereof shall be confidential. Either Party shall
not disclose any information of this Agreement to any third party (unless obtaining the prior
written consents from the Parties). This article shall remain effective upon the termination
of this Agreement.8.2
    
    ExceptionIf any confidential information is required to be disclosed according to the law, the court
judgment, the arbitral award and the authoritys decision, then the disclosure of such
information shall not be deemed as a breach of Article 8.1.
 9.
    
    Miscellaneous
 9.1
    
    Entire AgreementThe Parties herein confirm that this Agreement is a fair and reasonable agreement concluded and
reached by the Parties based on equality and mutual benefits. This Agreement constitutes an entire
agreement among the Parties in respect to the subject contained herein and supersedes all previous
discussions, consultations and agreements concluded or reached among the Parties. This Agreement
shall be amended by the Parties in writing. The annex of this Agreement shall be an integral part
of this Agreement, which shall have the same legal effect.9.2
    
    Notice
 9.2.1
    
    The notice issued by the Parties for exercising or performing the rights and obligations
under this Agreement shall be in writing and shall be delivered by courier, registered mail,
prepaid mail, or other acceptable courier service or by fax to the address (es) below:Party A: Ku6 (Beijing) Technology Co., Ltd.Address: Building 6, Zhengtong Shidai Chuangyi Center, Xibahe Xili No.18, 
Chaoyang District, Beijing
Post Code: 100020Party B: Dongxu Wang
ID Number: 310226751124032
Address: Room 301, Shangchen Road 1025-6, Pudong District, ShanghaiParty C: Shanghai Yisheng Network Technology Co., Ltd.
Address: C-6,No.2 Building, Longtian Road, Pudong District, Shanghai9.2.2
    
    The notice and the letter shall be deemed as served under the following situations:
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9.2.2.1
    
    If by fax, it shall be deemed served on the date displayed on the fax; however, if
the fax is delivered after 5 pm or in the weekends of the destination place, it shall
be deemed served on the working day following the displayed date on the fax.9.2.2.2
    
    If by courier (including EMS), it shall be deemed served on the receiving date with
the receivers signature.9.2.2.3
    
    If by registered mail, it shall be deemed served on the 15th day after the date
written on the return receipt.
 9.2.3
    
    Legal ForceThis Agreement shall be legally binding on all the Parties.
 9.3
    
    LanguageThis Agreement is written in Chinese and has 3 original copies.9.4
    
    Day and Working DaysFor the purpose of this Agreement, the day mentioned herein shall refer to the calendar day;
and the working days mentioned herein shall refer to Monday to Friday.9.5
    
    HeadingThe heading in this Agreement is just for the convenience of reading, which shall not be used
for the interpretation of this Agreement.9.6
    
    Supplementary ProvisionAs of issues not specified herein, parties hereof shall make settlement in accordance with the
laws of Peoples Republic of China.
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Equity Transfer Agreement
 this Agreement
 
 
 
   1.
    
    Party A is an existing wholly-owned foreign investment company incorporated and registered in
Peoples Republic of China (hereinafter PRC or China).2.
    
    Party C is a domestic company and currently Party B hold 75% equity of Party C (hereinafter
the Equity).3.
    
    Party B is willing to transfer part of or all the equity they hold in Party C to Party A
and/or its designated third party at the time when Party A and/or its designated third party
exercise the option, in accordance with the Equity Disposal Agreement signed with Party A on
August 5, 2010; and Party A and/or its designated third party accept to purchase the said
equity (hereinafter the Equity Transfer).
  1.
    
    Equity Transfer
 1.1
    
    Party B agrees to transfer the Equity to Party A and Party A accepts such transfer. After
the transfer is completed, Party A shall hold 75% equity in Party C.1.2
    
    As for the consideration to the Equity Transfer, Party A shall pay RMB
 _____ 
to Party B in
accordance with Article 2 hereunder.
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1.3
    
    Party B agrees to the Equity Transfer under this article and are willing to procure other
shareholders of Party C to sign relevant shareholders resolution, waiver of preemptive right
to purchase the Equity and other necessary documents and as well as help handling other
necessary formalities required for the Equity Transfer.1.4
    
    Party B and Party C shall be jointly and separately responsible for taking all necessary
actions, including but not limited to signing this Agreement, adopting the shareholders
resolution and approving the articles of association, to make the Equity transferred from
Party B to Party A, and shall be responsible for handling and completing all formalities in
relation to the governmental approval or the registration of administration for industry and
commerce within 10 working days after Party A issues the notice for exercising the option
according to the Equity Disposal Agreement, to make Party A become the registered holder of
such Equity.
 2.
    
    Payment of the Equity Transfer Price
 2.1
    
    Party A shall pay RMB [ ] to Party B within 5 working days after Party B completes all the
governmental approval and registration formalities in relation to the Equity Transfer.2.2
    
    Party B shall provide a proper receipt voucher to Party A within 5 working days after
receiving the payment provided in Article 2.1.
 3.
    
    Representation and Warranty
 3.1
    
    The Party to this Agreement represents and warrants as follows:
 (a)
    
    It is a legally incorporated and existing company or it is an individual with full
capacity for civil conducts; and it has full right and competence to sign and perform this
Agreement and bear other conditions required for realizing the purpose of this Agreement.(b)
    
    It has already taken or will take all necessary actions to properly and effectively to
grant the rights to sign, deliver and perform this Agreement and all other documents in
relation to the transactions under this agreement; and such execution, delivery and
performance will not go against any applicable laws and rules and will not infringe any
third partys legal rights and interest.
 3.2
    
    Party B and Party C jointly and separately represent and warrant to Party A that:
 (a)
    
    Currently, Party B legally and effectively holds 100% equity of Party C; Party Bs
obtaining and holding of such equity neither violate any applicable laws and rules nor
infringe any third partys legal rights and interest.(b)
    
    Party C is a duly incorporated and validly existing limited company in accordance with
the PRC law, who has full legal capacity and full capacity for action, is entitled to
possess, dispose and operate its assets and business and to carry out its ongoing or planed
business activities. Party C has already obtained all the licenses, qualifications and
completed all the governmental approval, permit, recordation or
registration formalities, necessarily required for its business activities as provided in
its business license.
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(c)
    
    Party C does not have any activities violating any applicable laws or governmental
rules since its establishment.(d)
    
    There is no any encumbrance or other third partys right set on the Party Cs equity
held by Party B.(e)
    
    There is no any decision which may influence Party As execution of this Agreement, or
documents or information in relation to Party C or its business, which is not disclosed or
provided to Party A.(f)
    
    Before the Equity Transfer is completed, they will not, by act or omission, authorize
or procure Party C, to issue or to commit to issue new shares which are beyond the shares
already issued before the execution date of this Agreement; and they will not make any
change to the structure of Party Cs registered capital or to Party Cs shareholder
structure in any form.
 4.
    
    Effectiveness and Effective TermThis Agreement shall come into effect after being signed on the date first written above.5.
    
    Dispute SettlementIf there is any dispute arising from the interpretation and performance of this Agreement, the
Parties shall first settle it through friendly negotiation in good faith. If the Parties fail to
reach an agreement to settle the dispute within 30 days after one Party first requires settling it
via negotiations, either Party may submits such dispute to Shanghai Branch of China International
Economic and Trade Arbitration Commission for arbitration in accordance with its then effective
arbitral rules. The place of arbitration shall be in Shanghai and the arbitration shall be
conducted in Chinese. The arbitral award shall be final and binding on the Parties.6.
    
    Applicable LawThe effectiveness, interpretation and enforcement of this Agreement shall be governed by the PRC
law.7.
    
    Amendment and SupplementThe Parties may amend or supplement this Agreement in writing. Any supplementary agreement or
amendment to this Agreement properly signed by the Parties shall be an integral part of this
Agreement, which shall have the same legal effect with this Agreement.8.
    
    SeverabilityIf any provision of this Agreement becomes invalid or unenforceable due to its inconsistence with
the applicable law, then such provision shall be invalid or
unenforceable within the jurisdiction of the applicable law, without prejudice to the legal force
of other provisions of this Agreement.
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9.
    
    AnnexAny annex of this Agreement shall be an integral part of this Agreement, which shall have the same
legal effect with this Agreement.10.
    
    Miscellaneous
 (1)
    
    This Agreement is written in Chinese and has 3 original copies.(2)
    
    If Party A designates any third party to exercise the option, then Party A mentioned in
this Agreement shall refer to Party A and/or its designated third party as the case may be.
 
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