Execution Copy 1.2 Steps for Exercise of Equity Interest Purchase Option    Subject to the provisions of the laws and regulations of China, Party A may exercise theEquity Interest Purchase Option by issuing a written notice to Party B (the “EquityInterest Purchase Option Notice”), specifying: (a) Party A’s decision to exercise theEquity Interest Purchase Option; (b) the portion of equity interests to be purchasedfrom Party B (the “Optioned Interests”); and (c) the date for purchasing the OptionedInterests and/or the date for transfer of the Optioned Interests.  1.3 Equity Interest Purchase Price    Unless an appraisal is required by the laws of China applicable to the Equity InterestPurchase Option when exercised by Party A, the purchase price of the Optioned Interests(the “Equity Interest Purchase Price”) shall equal the actual capital contributions paidin the registered capital of Party C by Party B for the Optioned Interests.  1.4 Transfer of Optioned Interests     For each exercise of the Equity Interest Purchase Option: 1.4.1 Party B shall cause Party C to promptly convene a shareholders’meeting, at which a resolution shall be adopted approving Party B’s transfer of theOptioned Interests to Party A and/or the Designee(s);  1.4.2 Party B shall obtain written statements from the other shareholders ofParty B giving consent to the transfer of the equity interest to Party A and/or theDesignee(s) and waiving any right of first refusal related thereto.  1.4.3 Party B shall execute a share transfer contract with respect to eachtransfer with Party A and/or each Designee (whichever is applicable), in accordancewith the provisions of this Agreement and the Equity Interest Purchase OptionNotice regarding the Optioned Interests;Strictly Confidential
 
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Execution Copy 1.4.4 The relevant Parties shall execute all other necessary contracts,agreements or documents, obtain all necessary government licenses and permits andtake all necessary actions to transfer valid ownership of the Optioned Interests toParty A and/or the Designee(s), unencumbered by any security interests, and causeParty A and/or the Designee(s) to become the registered owner(s) of the OptionedInterests. For the purpose of this Section and this Agreement, “security interests”shall include securities, mortgages, third party’s rights or interests, any stockoptions, acquisition right, right of first refusal, right to offset, ownershipretention or other security arrangements, but shall be deemed to exclude anysecurity interest created by this Agreement and Party B’s Share Pledge Agreement.“Party B’s Share Pledge Agreement” as used in this Section and this Agreement shallrefer to the Share Pledge Agreement (“Share Pledge Agreement”) executed by andamong Party A, Party B and Party C as of the date hereof, whereby Party B pledgesall of its equity interests in Party C to Party A, in order to guarantee Party C’sperformance of its obligations under the Exclusive Business Corporation Agreementexecuted by and between Party C and Party A. 1.5 Payment of the Equity Interest Purchase Price    The Parties have agreed in the Loan Agreement that any proceeds obtained by Party Bthrough the transfer of its equity interests in Party C shall be used for repayment ofthe loan provided by Party A in accordance with the Loan Agreement. Accordingly, uponexercise of the Equity Interest Purchase Option, Party A may elect to make payment ofthe Equity Interest Purchase Price through cancellation of the outstanding amount of theloan owed by Party B to Party A, in which case Party A shall not be required to pay anyadditional Equity Interest Purchase Price to Party B.**2.** **Covenants** 2.1 Covenants regarding Party C    Party B (as the shareholders of Party C) and Party C hereby covenant as follows: 2.1.1 Without the prior written consent of Party A, they shall not in anymanner supplement, change or amend the articles of association and bylaws of PartyC, increase or decrease its registered capital, or change its structure ofregistered capital in other manners;  2.1.2 They shall maintain Party C’s corporate existence in accordance withgood financial and business standards and practices byprudently and effectively operating its business and handling its affairs;Strictly Confidential
 
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Execution Copy 2.1.3 Without the prior written consent of Party A, they shall not at anytime following the date hereof, sell, transfer, mortgage or dispose of in anymanner any assets of Party C or legal or beneficial interest in the business orrevenues of Party C, or allow the encumbrance thereon of any security interest;  2.1.4 Without the prior written consent of Party A, they shall not incur,inherit, guarantee or suffer the existence of any debt, except for (i) debtsincurred in the ordinary course of business other than through loans; and (ii)debts disclosed to Party A for which Party A’s written consent has been obtained;  2.1.5 They shall always operate all of Party C’s businesses during theordinary course of business to maintain the asset value of Party C and refrain fromany action/omission that may affect Party C’s operating status and asset value;  2.1.6 Without the prior written consent of Party A, they shall not causeParty C to execute any major contract, except the contracts in the ordinary courseof business (for purpose of this subsection, a contract with a value exceeding RMB100,000 shall be deemed a major contract);  2.1.7 Without the prior written consent of Party A, they shall not causeParty C to provide any person with any loan or credit;  2.1.8 They shall provide Party A with information on Party C’s businessoperations and financial condition at Party A’s request;  2.1.9 If requested by Party A, they shall procure and maintain insurance inrespect of Party C’s assets and business from an insurance carrier acceptable toParty A, at an amount and type of coverage typical for companies that operatesimilar businesses;  2.1.10 Without the prior written consent of Party A, they shall not cause or permitParty C to merge, consolidate with, acquire or invest in any person;Strictly Confidential
 
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Execution Copy 2.1.11 They shall immediately notify Party A of the occurrence or possible occurrence ofany litigation, arbitration or administrative proceedings relating to Party C’sassets, business or revenue;  2.1.12 To maintain the ownership by Party C of all of its assets, they shall execute allnecessary or appropriate documents, take all necessary or appropriate actions andfile all necessary or appropriate complaints or raise necessary and appropriatedefenses against all claims;  2.1.13 Without the prior written consent of Party A, they shall ensure that Party Cshall not in any manner distribute dividends to its shareholders, provided thatupon Party A’s written request, Party C shall immediately distribute alldistributable profits to its shareholders; and  2.1.14 At the request of Party A, they shall appoint any persons designated by Party Aas directors of Party C. 2.2 Covenants of Party B    Party B hereby covenants as follows: 2.2.1 Without the prior written consent of Party A, Party B shall not sell,transfer, mortgage or dispose of in any other manner any legal or beneficialinterest in the equity interests in Party C held by Party B, or allow theencumbrance thereon of any security interest, except for the pledge placed on theseequity interests in accordance with Party B’s Share Pledge Agreement;  2.2.2 Party B shall cause the shareholders’ meeting and/or the board ofdirectors of Party C not to approve the sale, transfer, mortgage or disposition inany other manner of any legal or beneficial interest in the equity interests inParty C held by Party B, or allow the encumbrance thereon of any security interest,without the prior written consent of Party A, except for the pledge placed on theseequity interests in accordance with Party B’s Share Pledge Agreement;  2.2.3 Party B shall cause the shareholders’ meeting or the board ofdirectors of Party C not to approve the merger or consolidation with any person, orthe acquisition of or investment in any person, without the prior written consentof Party A;Strictly Confidential
 
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Execution Copy 2.2.4 Party B shall immediately notify Party A of the occurrence or possibleoccurrence of any litigation, arbitration or administrative proceedings relating tothe equity interests in Party C held by Party B;  2.2.5 Party B shall cause the shareholders’ meeting or the board ofdirectors of Party C to vote their approval of the transfer of the OptionedInterests as set forth in this Agreement and to take any and all other actions thatmay be requested by Party A;  2.2.6 To the extent necessary to maintain Party B’s ownership in Party C,Party B shall execute all necessary or appropriate documents, take all necessary orappropriate actions and file all necessary or appropriate complaints or raisenecessary and appropriate defenses against all claims;  2.2.7 Party B shall appoint any designee of Party A as director of Party C,at the request of Party A;  2.2.8 At the request of Party A at any time, Party B shall promptly andunconditionally transfer its equity interests in Party C to Party A’sDesignee(s) in accordance with the Equity Interest Purchase Option under thisAgreement, and Party B hereby waives its right of first refusal to therespective share transfer by the other existing shareholder of Party C (ifany); and  2.2.9 Party B shall strictly abide by the provisions of this Agreement andother contracts jointly or separately executed by and among Party B, Party C andParty A, perform the obligations hereunder and thereunder, and refrain from anyaction/omission that may affect the effectiveness and enforceability thereof. Tothe extent that Party B has any remaining rights with respect to the equityinterests subject to this Agreement hereunder or under the Share Pledge Agreementamong the same parties hereto or under the Power of Attorney granted in favor ofParty A, Party B shall not exercise such rights except in accordance with thewritten instructions of Party A.**3.** **Representations and Warranties**   Party B and Party C hereby represent and warrant to Party A, jointly and severally, as ofthe date of this Agreement and each date of transfer of the Optioned Interests, that:Strictly Confidential
 
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Execution Copy 3.1 They have the authority to execute and deliver this Agreement and any sharetransfer contracts to which they are parties concerning the Optioned Interests to betransferred thereunder (each, a “Transfer Contracts”), and to perform their obligationsunder this Agreement and any Transfer Contracts. Party B and Party C agree to enter intoTransfer Contracts consistent with the terms of this Agreement upon Party A’s exercise ofthe Equity Interest Purchase Option. This Agreement and the Transfer Contracts to whichthey are parties constitute or will constitute their legal, valid and binding obligationsand shall be enforceable against them in accordance with the provisions thereof;  3.2 The execution and delivery of this Agreement or any Transfer Contracts and theobligations under this Agreement or any Transfer Contracts shall not: (i) cause anyviolation of any applicable laws of China; (ii) be inconsistent with the articles ofassociation, bylaws or other organizational documents of Party C; (iii) cause theviolation of any contracts or instruments to which they are a party or which are bindingon them, or constitute any breach under any contracts or instruments to which they are aparty or which are binding on them; (iv) cause any violation of any condition for thegrant and/or continued effectiveness of any licenses or permits issued to either of them;or (v) cause the suspension or revocation of or imposition of additional conditions toany licenses or permits issued to either of them;  3.3 Party B has a good and merchantable title to the equity interests in Party C heholds. Except for Party B’s Share Pledge Agreement, Party B has not placed any securityinterest on such equity interests;  3.4 Party C has a good and merchantable title to all of its assets, and has not placedany security interest on the aforementioned assets;  3.5 Party C does not have any outstanding debts, except for (i) debt incurred in theordinary course of business; and (ii) debts disclosed to Party A for which Party A’swritten consent has been obtained.  3.6 Party C has complied with all laws and regulations of China applicable to assetacquisitions; and  3.7 There are no pending or threatened litigation, arbitration or administrativeproceedings relating to the equity interests in Party C, assets of Party C or Party C.Strictly Confidential
 
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Execution Copy**4.** **Effective Date**   This Agreement shall become effective upon the date hereof, and remain effective for aterm of 10 years, and may be renewed at Party A’s election. **5.** **Governing Law and Resolution of Disputes** 5.1 Governing law    The execution, effectiveness, construction, performance, amendment and terminationof this Agreement and the resolution of disputes hereunder shall be governed by theformally published and publicly available laws of China. Matters not covered by formallypublished and publicly available laws of China shall be governed by international legalprinciples and practices.  5.2 Methods of Resolution of Disputes    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 Parties 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 Arbitration Rules. The arbitration shall be conducted in Beijing, and thelanguage used in arbitration shall be Chinese. The arbitration award shall be final andbinding on all Parties.**6.** **Taxes and Fees**   Each Party shall pay any and all transfer and registration tax, expenses and feesincurred thereby or levied thereon in accordance with the laws of China in connection with thepreparation and execution of this Agreement and the Transfer Contracts, as well as theconsummation of the transactions contemplated under this Agreement and the Transfer Contracts. **7.** **Notices** 7.1 All notices and other communications required or permitted to be given pursuant tothis Agreement shall be delivered personally or sent by registered mail, postage prepaid,by a 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 be determinedas follows:Strictly Confidential
 
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Execution Copy 7.1.1 Notices given by personal delivery, by courier service or by registeredmail, postage prepaid, shall be deemed effectively given on the date of delivery orrefusal at the address specified for notices.  7.1.2 Notices given by facsimile transmission shall be deemed effectivelygiven on the date of successful transmission (as evidenced by an automaticallygenerated confirmation of transmission).7.2 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    **Party B: Hailong Han**   Address: No. 750 of Dongran Village, Si Ji Qing, Haidian District, Beijing 100089, P. R.China   Phone: 86-13909676483    **Party C: Ku6 (Beijing) Information Technology Co., Ltd.**   Address: No. 750 of Dongran Village, Si Ji Qing, Haidian District, Beijing 100089, P. R.China   Attn.: Hailong Han   Phone: 86-10-88445188    Facsimile: 86-10-88446188 7.3 Any Party may at any time change its address for notices by a notice delivered tothe other Parties in accordance with the terms hereof.Strictly Confidential
 
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Execution Copy**8.** **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. **9.** **Further Warranties**   The Parties agree to promptly execute documents that are reasonably required for or areconducive to the implementation of the provisions and purposes of this Agreement and takefurther actions that are reasonably required for or are conducive to the implementation of theprovisions and purposes of this Agreement. **10.** **Miscellaneous** 10.1 Amendment, change and supplement    Any amendment, change and supplement to this Agreement shall require the execution ofa written agreement by all of the Parties.  10.2 Entire agreement    Except for the amendments, supplements or changes in writing executed after theexecution of this Agreement, this Agreement shall constitute the entire agreementreached by and among the Parties hereto with respect to the subject matter hereof, andshall supersede all prior oral and written consultations, representations andcontracts reached with respect to the subject matter of this Agreement.Strictly Confidential
 
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Execution Copy 10.3 Headings    The headings of this Agreement are for convenience only, and shall not be used tointerpret, explain or otherwise affect the meanings of the provisions of thisAgreement.  10.4 Language    This Agreement is written in both Chinese and English language in three copies, eachParty having one copy with equal legal validity; in case there is any conflict betweenthe Chinese version and the English version, the Chinese version shall prevail.  10.5 Severability    In the event that one or several of the provisions of this Agreement are found to beinvalid, illegal or unenforceable in any aspect in accordance with any laws orregulations, the validity, legality or enforceability of the remaining provisions ofthis Agreement shall not be affected or compromised in any respect. The Parties shallstrive in good faith to replace such invalid, illegal or unenforceable provisions witheffective provisions that accomplish to the greatest extent permitted by law and theintentions of the Parties, and the economic effect of such effective provisions shallbe as close as possible to the economic effect of those invalid, illegal orunenforceable provisions.  10.6 Successors     This Agreement shall be binding on and shall inure to the interest of the respectivesuccessors of the Parties and the permitted assigns of such Parties.  10.8 Survival 10.8.1 Any obligations that occur or that are due as a result of this Agreement uponthe expiration or early termination of this Agreement shall survive theexpiration or early termination thereof.  10.8.2 The provisions of Sections 5, 7, 8 and this Section 10.8 shall survive thetermination of this Agreement. 10.9 Waivers    Any Party may waive the terms and conditions of this Agreement, provided that such awaiver must be provided in writing and shall requirethe signatures of the Parties. No waiver by any Party in certain circumstances withrespect to a breach by other Parties shall operate as a waiver by such a Party withrespect to any similar breach in other circumstances.Strictly Confidential
 
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Execution Copy 10.10 Indemnification 10.10.1 Each Party agrees and acknowledges that any material breach or materialnon-performance of any section by a shareholder of the Company (the “BreachingParty”) under this Agreement shall constitute a breach of contract under thisAgreement (the “Breach”), and Party A shall be entitled to request the BreachingParty to cure such Breach or adopt remedial steps within reasonable period. Inthe event the Breaching Party fails to cure or to adopt remedial steps within thereasonable period or within ten (10) days after written notice of Breach to theBreaching Party by Party A, then Party A shall be entitled to exercise any of thefollowing remedial methods: (i) to terminate this Agreement and request allliquidated damages; or (ii) to enforce the Breaching Party to perform hisobligations under this Agreement and request all liquidated damages as well; or(iii) to convert, auction or sell the pledged equity interests in accordance withthe share pledge agreement, and to be compensated on a preferential basis with theconversion, auction or sales price of the pledged equity interests, in addition torequest the Breaching Party to bear liquidated damages in connection with theBreach.  10.10.2 Both Parties agree and acknowledge that under no circumstances shall theshareholders of the Company be entitled to terminate this Agreement by anyreasons.  10.10.3 Any right and remedy under this Agreement is cumulative and shall not restrictother rights and remedies under the law.  10.10.4 Notwithstanding other provisions under this Agreement, this Section shallsurvive the suspension or termination of this Agreement.Strictly Confidential
 
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Execution CopyIN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute thisExclusive Option Agreement as of the date first above written.     **Party A:**  Ku6 (Beijing) Technology Co., Ltd.       By:       Name:  Shanyou Li    Title:  Legal Representative       **Party B:**  **Hailong Han**       By:              **Party C:**  **Ku6 (Beijing) Information Technology Co., Ltd.**       By:       Name:  Hailong Han    Title:  Legal Representative  [Signature Page to Exclusive Option Agreement]