Borrower’s death, lack or limitation of civil capacity;Borrower ceases (for any reason) to be an employee of Lender, BorrowerCompany or their affiliates;Borrower engages in criminal act or is involved in criminal activities;Any third party filed a claim against Borrower that exceeds RMB 500,000; orAccording to the applicable laws of China, foreign investors are permitted toinvest in the value-added telecommunication business and/or other business ofBorrower Company in China with a controlling stake or in the form ofwholly-foreign-owned enterprises, the relevant competent authorities of Chinabegin to approve such investments, and Lender exercises the exclusive optionunder the Exclusive Option Agreement (the “Exclusive Option Agreement”)described in this Agreement.Lender agrees to remit the total amount of the Loan to the account designated byBorrower within 20 days after receiving a written notification from the Borrowerregarding the same, provided that all the conditions precedent in Section 2 arefulfilled. Borrower shall provide Lender with a written receipt for the Loan uponreceiving the Loan. The Loan provided by Lender under this Agreement shall inure toBorrower’s benefit only and not to Borrower’s successors or assigns.Borrower agrees to accept the aforementioned Loan provided by Lender, and hereby agreesand warrants using the Loan to provide capital for Borrower Company to develop thebusiness of Borrower Company. Without Lender’s prior written consent, Borrower shall notuse the Loan for any purpose other than as set forth herein.Lender and Borrower hereby agree and acknowledge that Borrower’s method of repaymentshall be at the sole discretion of Lender, and may at Lender’s option take the form ofBorrower’s transferring the Borrower Equity Interest in whole to Lender or Lender’sdesignated persons (legal or natural persons) pursuant to the Lender’s exercise of itsright to acquire the Borrower Equity Interest under the Exclusive Option Agreement.Strictly Confidential
 
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Lender and Borrower hereby agree and acknowledge that any proceeds from the transfer ofthe Borrower Equity Interest (to the extent permissible)shall be used to repay the Loan to Lender, in accordance with this Agreement and in themanner designated by Lender.Lender and Borrower hereby agree and acknowledge that to the extent permitted byapplicable laws, Lender shall have the right but not the obligation to purchase ordesignate other persons (legal or natural persons) to purchase Borrower Equity Interestin part or in whole at any time, at the price stipulated in the Exclusive OptionAgreement.Borrower also undertakes to execute an irrevocable Power of Attorney (the “Power ofAttorney”), which authorizes Lender or a legal or natural person designated by Lender toexercise all of Borrower’s rights as a shareholder of Borrower Company.**2.** **Conditions Precedent**   The obligation of Lender to provide the Loan to Borrower contemplated in Section 1.1 shall besubject to the satisfaction of the following conditions, unless waived in writing by Lender. 2.1 Lender receives the written notification for drawdown under the Loan sent byBorrower according to Section 1.2. 2.2 Borrower Company and Lender or other person (legal or natural person) designated byLender have officially executed an Exclusive Business Cooperation Agreement (“ExclusiveBusiness Cooperation Agreement”), under which Lender or other person designated byLender, as an exclusive service provider, will provide Borrower Company with technicalservice and business consulting service. 2.3 Borrower, Borrower Company and Lender or other person (legal or natural person)designated by Lender have executed a Share Pledge Agreement (“Share Pledge Agreement”),the contents of which have been confirmed, and according to the Share Pledge Agreement,Borrower agrees to pledge Borrower Equity Interest to Lender or other person designatedby Lender. 2.4 Borrower, Lender and Borrower Company have officially executed an Exclusive OptionAgreement, the contents of which have been confirmed, and under which Borrower shallirrevocably grant Lender an exclusive option to purchase all of the Borrower EquityInterest. 2.5 Borrower has executed an irrevocable Power of Attorney (“Power of Attorney”), whichauthorizes Lender or other person (legal or natural person) designated by Lender toexercise all of Borrower’s rights as a shareholder in Borrower Company.Strictly Confidential
 
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 2.6 The aforementioned Share Pledge Agreement, Power of Attorney, Exclusive OptionAgreement and Exclusive Business Cooperation Agreement have been entered into before oron the date of execution of this Agreement and shall have full legal validity without anydefault or encumbrance related to these agreements or contracts, and all the relatedfiling procedures, approvals, authorization, registrations and government procedures havebeen completed (as applicable). 2.7 All the representations and warranties by Borrower in Section 3.2 are true,complete, correct and not misleading. 2.8 Borrower has not violated the covenants in Section 4 of this Agreement, and noevent which may affect Borrower’s performance of its obligations under this Agreement hasoccurred or is expected to occur.**3.** **Representations and Warranties** 3.1 Between the date of this Agreement and the date of termination of this Agreement,Lender hereby makes the following representations and warranties to Borrower:Lender is a corporation duly organized and legally existing in accordance withthe laws of China;Lender has the legal capacity to execute and perform this Agreement. Theexecution and performance by Lender of this Agreement is consistent withLender’s scope of business and the provisions of Lender’s corporate bylaws andother organizational documents, and Lender has obtained all necessary andproper approvals and authorizations for the execution and performance of thisAgreement; andThis Agreement constitutes Lender’s legal, valid and binding obligationsenforceable in accordance with its terms.Strictly Confidential
 
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Between the date of this Agreement and the date of termination of this Agreement,Borrower hereby makes the following representations and warranties:Borrower has the legal capacity to execute and perform this Agreement. Borrowerhas obtained all necessary and proper approvals and authorizations for theexecution and performance of this Agreement;This Agreement constitutes Borrower’s legal, valid and binding obligationsenforceable in accordance with its terms; andThere are no disputes, litigations, arbitrations, administrative proceedings orany other legal proceedings relating to Borrower, nor are there any potentialdisputes, litigations, arbitrations, administrative proceedings or any otherlegal proceedings relating to Borrower.**4.** **Borrower’s Covenants**As and when he becomes, and for so long as he remains a shareholder of Borrower Company,Borrower covenants irrevocably that during the term of this Agreement, Borrower shallcause Borrower Company:to strictly abide by the provisions of the Exclusive Option Agreement and theExclusive Business Cooperation Agreement, and to refrain from anyaction/omission that may affect the effectiveness and enforceability of theExclusive Option Agreement and the Exclusive Business Cooperation Agreement;at the request of Lender (or a party designated by Lender), to executecontracts/agreements on business cooperation with Lender (or a party designatedby Lender), and to strictly abide by such contracts/agreements;to provide Lender with all of the information on Borrower Company’s businessoperations and financial condition at Lender’s request;to immediately notify Lender of the occurrence or possible occurrence of anylitigation, arbitration or administrative proceedings relating to BorrowerCompany’s assets, business or income;at the request of Lender, to appoint any persons designated by Lender asdirectors of Borrower Company;Strictly Confidential
 
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Borrower covenants that during the term of this Agreement, he shall:endeavor to keep Borrower Company to engage in its current value-addedtelecommunication businesses;abide by the provisions of this Agreement, the Power of Attorney, the SharePledge Agreement and the Exclusive Option Agreement, perform his obligationsunder this Agreement, the Power of Attorney, the Share Pledge Agreement and theExclusive Option Agreement, and refrain from any action/omission that mayaffect the effectiveness and enforceability of this Agreement, the Power ofAttorney, the Share Pledge Agreement and the Exclusive Option Agreement;not sell, transfer, mortgage or dispose of in any other manner the legal orbeneficial interest in Borrower Equity Interest, or allow the encumbrancethereon of any security interest or the encumbrance, except in accordance withthe Share Pledge Agreement;cause any shareholders’ meeting and/or the board of directors of BorrowerCompany not to approve the sale, transfer, mortgage or disposition in any othermanner of any legal or beneficial interest in Borrower Equity Interest, orallow the encumbrance thereon of any security interest, except to Lender orLender’s designated person;cause any shareholders’ meeting and/or the board of directors of theBorrower Company not to approve the merger or consolidation of Borrower Companywith any person, or its acquisition of or investment in any person, without theprior written consent of Lender;immediately notify Lender of the occurrence or possible occurrence of anylitigation, arbitration or administrative proceedings relating to BorrowerEquity Interest;to the extent necessary to maintain his ownership of the Borrower EquityInterest, execute all necessary or appropriate documents, take all necessary orappropriate actions and file all necessary or appropriate complaints or raisenecessary and appropriate defense against all claims;Strictly Confidential
 
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without the prior written consent of Lender, refrain from any action / omissionthat may have a material impact on the assets, business and liabilities ofBorrower Company;appoint any designee of Lender as director of Borrower Company, at the requestof Lender;to the extent permitted by the laws of China, at the request of Lender at anytime, promptly and unconditionally transfer all of Borrower Equity Interest toLender or Lender’s designated representative(s) at any time, and cause theother shareholders of Borrower Company to waive their right of first refusalwith respect to the share transfer described in this Section;to the extent permitted by the laws of China, at the request of Lender at anytime, cause the other shareholders of Borrower Company to promptly andunconditionally transfer all of their equity interests to Lender or Lender’sdesignated representative(s) at any time, and Borrower hereby waives his rightof first refusal (if any) with respect to the share transfer described in thisSection;in the event that Lender purchases Borrower Equity Interest from Borrower inaccordance with the provisions of the Exclusive Option Agreement, use suchpurchase price obtained thereby to repay the Loan to Lender; andwithout the prior written consent of Lender, not to cause Borrower Company tosupplement, change, or amend its articles of association in any manner,increase or decreases its registered capital or change its share capitalstructure in any manner.**5.** **Liability for Default**In the event either Party breaches this Agreement or otherwise causes thenon-performance of this Agreement in part or in whole, the Party shall be liable forsuch breach and shall compensate all damages (including litigation and attorneys fees)resulting therefrom. In the event that both Parties breach this Agreement, each Partyshall be liable for its respective breach.In the event that Borrower fails to perform the repayment obligations set forth in thisAgreement, Borrower shall pay overdue interest of 0.01% perday for the outstanding payment, until the day Borrower repays the full principal of theLoan, overdue interests and other payable amounts.Strictly Confidential
 
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**6.** **Notices**All notices and other communications required or permitted to be given pursuant to thisAgreement shall be delivered personally or sent by registered mail, postage prepaid, bya commercial courier service or by facsimile transmission to the address of such Partyset forth below. A confirmation copy of each notice shall also be sent by email. Thedates on which notices shall be deemed to have been effectively given shall bedetermined as follows:Notices given by personal delivery, by courier service or by registered mail,postage prepaid, shall be deemed effectively given on the date of delivery.Notices given by facsimile transmission shall be deemed effectively given on thedate of successful transmission (as evidenced by an automatically generatedconfirmation of transmission).For the purpose of notices, the addresses of the Parties are as follows:       **Party A:** Ku6 (Beijing) Technology Co., Ltd.       Address: Room 1206, Fuhuaqi Tower 2B, Zhongguancun Software Garden, Dong Bei Wang,Haidian District, Beijing       Attn: Shanyou Li       Phone: 86-10-88445188        Facsimile: 86-10-88446188        **Borrower:** **Hailong Han**       Address: No. 750 of Dongran Village, Si Ji Qing, Haidian District, Beijing 100089, P. R.China       Phone: 86-13909676483 Any Party may at any time change its address for notices by a notice delivered to theother Party in accordance with the terms hereof.Strictly Confidential
 
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**7.** **Confidentiality**The Parties acknowledge that the existence and the terms of this Agreement and any oral orwritten information exchanged between the Parties in connection with the preparation andperformance this Agreement are regarded as confidential information. Each Party shall maintainconfidentiality of all such confidential information, and without obtaining the writtenconsent of the other Party, it shall not disclose any relevant confidential information to anythird parties, except for the information that: (a) is or will be in the public domain (otherthan through the receiving Party’s unauthorized disclosure); (b) is under the obligation to bedisclosed pursuant to the applicable laws or regulations, rules of any stock exchange, ororders of the court or other government authorities; or (c) is required to be disclosed by anyParty to its shareholders, investors, legal counsels or financial advisors regarding thetransaction contemplated hereunder, provided that such shareholders, investors, legal counselsor financial advisors shall be bound by the confidentiality obligations similar to those setforth in this Section. Disclosure of any confidential information by the staff members oragencies hired by any Party shall be deemed disclosure of such confidential information bysuch Party, which Party shall be held liable for breach of this Agreement. This Section shallsurvive the termination of this Agreement for any reason.**8.** **Governing Law and Resolution of Disputes** 8.1 The execution, effectiveness, construction, performance, amendment and terminationof this Agreement and the resolution of disputes shall be governed by the laws of China.  8.2 In the event of any dispute with respect to the construction and performance _____ ofthis Agreement, the Parties shall first resolve the dispute through friendlynegotiations. In the event the Parties fail to reach an agreement on the dispute within30 days after either Party’s request to the other Party for resolution of the disputethrough negotiations, either Party may submit the relevant dispute to the ChinaInternational Economic and Trade Arbitration Commission for arbitration, in accordancewith its then effective arbitration rules. The arbitration shall be conducted in Beijing,and the language used in arbitration shall be Chinese. The arbitration award shall befinal and binding on all Parties.  8.3 Upon the occurrence of any disputes arising from the construction and performanceof this Agreement or during the pending arbitration of any dispute, except for thematters under dispute, the Parties to this Agreement shall continue to exercise theirrespective rights under this Agreement and perform their respective obligations underthis Agreement.Strictly Confidential
 
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**9.** **Miscellaneous** 9.1 This Agreement shall become effective on the date thereof, and shall expire uponthe date of full performance by the Parties of their respective obligations under thisAgreement. 9.2 This Agreement shall be written in both Chinese and English language in two copies,each Party having one copy with equal legal validity. In case there is any conflictbetween the Chinese version and the English version, the Chinese version shall prevail. 9.3 This Agreement may be amended or supplemented through written agreement by andbetween Lender and Borrower. Such written amendment agreement and/or supplementaryagreement executed by and between Lender and Borrower are an integral part of thisAgreement, and shall have the same legal validity as this Agreement. 9.4 In the event that one or several of the provisions of this Agreement are found tobe invalid, illegal or unenforceable in any aspect in accordance with any laws orregulations, the validity, legality or enforceability of the remaining provisions of thisAgreement shall not be affected or compromised in any respect. The Parties shall strivein good faith to replace such invalid, illegal or unenforceable provisions with effectiveprovisions that accomplish to the greatest extent permitted by law the intentions of theParties, and the economic effect of such effective provisions shall be as close aspossible to the economic effect of those invalid, illegal or unenforceable provisions. 9.5 The attachments (if any) to this Agreement shall be an integral part of thisAgreement and shall have the same legal validity as this Agreement.Strictly Confidential
 
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IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute thisLoan Agreement as of the date first above written.       **Lender: Ku6 (Beijing) Technology Co., Ltd.**         By:             Name: Shanyou Li    Title: Legal Representative         **Borrower: Hailong Han**       By:           [Signature Page to Loan Agreement — Han Hailong]