Share Proxy Agreement
 this Agreement the Parties
 
 
 Whereas:
 the Company
 Party A and Party B hereby reach the following agreement in respect to the identity of Party B
as the shareholder of the Company:
 1.
    
    Nominal ShareholderParty B shall be a nominal shareholder of the Company appointed by Party A, to hold the equity
of the Company which is actually held by Party A on behalf of and for the benefit of Party A.2.
    
    Documents
 2.1
    
    Party A has already received and reviewed the following documents:
 (1)
    
    The Equity Disposal Agreement signed among Ku6 (Beijing) Technology Co., Ltd., the
Company and Party B on August 5, 2010.(2)
    
    The Equity Pledge Agreement signed among Ku6 (Beijing) Technology Co., Ltd. and
Party B on August 5, 2010.
 2.2
    
    Party A agrees to the content of the said documents, and agrees Party Bs execution of the
said documents, and agrees Party B to sign other agreements related to the said documents
and/or to take necessary actions, including adopting relevant shareholders resolution,
approving the Company to sign relevant documents, etc.
 3.
    
    ConfidentialityParty B confirms that, any information contained herein and this Agreement itself shall be
regarded as the Confidential Information of Party A; without any prior
consent from Party A, Party B shall not disclose such Confidential Information to any third
party.




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4.
    
    Entire Agreement and Amendment
 4.1
    
    This Agreement shall constitute an entire agreement between the Parties in respect to the
subject contained herein and supersedes all previous oral or written agreement, contract,
memorandum and communications concluded or reached by the Parties. This Agreement shall be
amended by the Parties in writing.4.2
    
    This Agreement can be effectively amended by the Parties only in writing. Any supplementary
agreement or amendment to this Agreement duly signed by the Parties shall be an integral part
of this Agreement, which shall have the same legal effect with this Agreement.
 5.
    
    Governing LawThe execution, effectiveness, performance and interpretation of this Agreement as well as the
settlement of dispute shall be governed and interpreted by the laws of the Peoples Republic of
China.6.
    
    Settlement of Dispute
 6.1
    
    If the Parties have any dispute over the interpretation and performance of any provisions of
this Agreement, the Parties shall seek to settle it through negotiations in good faith. If
the Parties fail to reach an agreement on the settlement, either Party may file 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 language shall be Chinese. The arbitral award shall be final and
binding on the Parties.6.2
    
    Except for the dispute issues between the Parties, the Parties shall continue to perform
their other obligations under this Agreement in good faith.
 7.
    
    Effectiveness, Effective Term and Others
 7.1
    
    This Agreement shall come into effect after being signed and/or stamped by Party A and Party
B on the date first written above.7.2
    
    Either Partys failure to exercise any rights, powers or privileges shall not be deemed as
the Partys waiver of such rights, powers or privileges. Either Partys exercising of single
or part of any rights, powers or privileges shall not preclude the Party from exercising other
rights, powers or privileges.
 In witness whereof,
 
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