Exhibit 4.37





Exhibit 4.37




Exclusive Option Agreement




This Exclusive Option Agreement (this “Agreement”) is executed by and among the following
Parties as of the 21st day of March, 2009 in Beijing, the People’s Republic of China (“China” or
the “PRC”):




	Party A:	 	Wei Mo San Yi (Tianjin) Technology Co., Ltd., a Wholly Foreign Owned Enterprise,
organized and existing under the laws of the PRC, with its address at A3-158, 166 West No.3
Street, Airport Logistics Processing Area, Tianjin.

	 
	Party B:	 	Ku6 (Beijing) Information Technology Co., Ltd., a limited liability company organized
and existing under the laws of the PRC, with its address at Room A401, Changcheng Computer
Building, Jia 38 Xueyuan Road, Haidian District, Beijing; and

	 
	Party C:	 	Tianjin Ku6 Zheng Yuan Information Technology Co., Ltd., a limited liability company
organized and existing under the laws of the PRC, with its address at A3-273, 166 West No.3
Street, Airport Logistics Processing Area, Tianjin.






In this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party”
respectively, and they shall be collectively referred to as the “Parties”.



Whereas: Party B holds 100% of the equity interest in Party C.



Now therefore, upon mutual discussion and negotiation, the Parties have reached the following
agreement:




	1.	 	Sale and Purchase of Equity Interest







	 	1.1	 	Option Granted 

	 
	 	 	 	In consideration of the payment of RMB10 by Party A, the receipt and adequacy of which
is hereby acknowledged by Party B, Party B hereby irrevocably grants Party A an
irrevocable and exclusive right to purchase, or designate one or more persons (each, a
“Designee”) to purchase the equity interests in Party C then held by Party B once or at
multiple times at any time in part or in whole at Party A’s sole and absolute discretion
to the extent permitted by Chinese laws and at the price described in Section 1.3 herein
(such right being the “Equity Interest Purchase Option”). Except for Party A and the
Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or
other rights with respect to the equity interests of Party B. Party C hereby agrees to
the grant by Party B of the Equity Interest Purchase Option to Party A. The term “person” as used herein shall refer to
individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate
organizations.




 


 









 







	 	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 the
Equity Interest Purchase Option by issuing a written notice to Party B (the “Equity
Interest Purchase Option Notice”), specifying: (a) Party A’s decision to exercise the
Equity Interest Purchase Option; (b) the portion of equity interests to be purchased
from Party B (the “Optioned Interests”); and (c) the date for purchasing the Optioned
Interests and/or the date for transfer of the Optioned Interests.

	 
	 	1.3	 	Equity Interest Purchase Price

	 
	 	 	 	The purchase price of the Optioned Interests (the “Base Price”) shall be RMB 10. If
appraisal is required by the laws of China at the time when Party A exercises the Equity
Interest Purchase Option, the Parties shall negotiate in good faith and based on the
appraisal result make necessary adjustment to the Equity Interest Purchase Price so that
it complies with any and all then applicable laws of China (collectively, the “Equity
Interest Purchase Price”).

	 
	 	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 the
Optioned Interests to Party A and/or the Designee(s);

	 
	 	1.4.2	 	Party B shall obtain written statements from the other shareholders of
Party C giving consent to the transfer of the equity interest to Party A and/or the
Designee(s) and waiving any right of first refusal related thereto.

	 
	 	1.4.3	 	Party B shall execute a share transfer contract with respect to each
transfer with Party A and/or each Designee (whichever is applicable), in accordance
with the provisions of this Agreement and the Equity Interest Purchase Option
Notice regarding the Optioned Interests;




 


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	 	1.4.4	 	The relevant Parties shall execute all other necessary contracts,
agreements or documents, obtain all necessary government licenses and permits and
take all necessary actions to transfer valid ownership of the Optioned Interests to
Party A and/or the Designee(s), unencumbered by any security interests, and cause
Party A and/or the Designee(s) to become the registered owner(s) of the Optioned
Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third
party’s rights or interests, any stock options, acquisition right, right of
first refusal, right to offset, ownership retention or other security
arrangements, but shall be deemed to exclude any security 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 shall refer to the Share
Pledge Agreement (“Share Pledge Agreement”) executed by and among Party A,
Party B and Party C as of the date hereof, whereby Party B pledges all of its
equity interests in Party C to Party A, in order to guarantee Party C’s
performance of its obligations under the Exclusive Business Corporation
Agreement executed by and between Party C and Party A.







	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 any
manner supplement, change or amend the articles of association and bylaws of Party
C, increase or decrease its registered capital, or change its structure of
registered capital in other manners;

	 
	 	2.1.2	 	They shall maintain Party C’s corporate existence in accordance with
good financial and business standards and practices by prudently and effectively
operating its business and handling its affairs;

	 
	 	2.1.3	 	Without the prior written consent of Party A, they shall not at any
time following the date hereof, sell, transfer, mortgage or dispose of in any
manner any assets of Party C or legal or beneficial interest in the business or
revenues 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) debts
incurred 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;




 


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	 	2.1.5	 	They shall always operate all of Party C’s businesses during the
ordinary course of business to maintain the asset value of Party C and refrain from
any 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 cause
Party C to execute any major contract, except the contracts in the ordinary course
of business (for purpose of this subsection, a contract with a price exceeding
RMB500,000 shall be deemed a major contract);

	 
	 	2.1.7	 	Without the prior written consent of Party A, they shall not cause
Party C to provide any person with any loan or credit;

	 
	 	2.1.8	 	They shall provide Party A with information on Party C’s business
operations and financial condition at Party A’s request;

	 
	 	2.1.9	 	If requested by Party A, they shall procure and maintain insurance in
respect of Party C’s assets and business from an insurance carrier acceptable to
Party A, at an amount and type of coverage typical for companies that operate
similar businesses;

	 
	 	2.1.10	 	Without the prior written consent of Party A, they shall not cause or permit
Party C to merge, consolidate with, acquire or invest in any person;

	 
	 	2.1.11	 	They shall immediately notify Party A of the occurrence or possible occurrence of
any litigation, arbitration or administrative proceedings relating to Party C’s
assets, business or revenue;

	 
	 	2.1.12	 	To maintain the ownership by Party C of all of its assets, they shall execute all
necessary or appropriate documents, take all necessary or appropriate actions and
file all necessary or appropriate complaints or raise necessary and appropriate
defenses against all claims;

	 
	 	2.1.13	 	Without the prior written consent of Party A, they shall ensure that Party C
shall not in any manner distribute dividends to its shareholders, provided that
upon Party A’s written request, Party C shall immediately distribute all
distributable profits to its shareholders; and




 


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	 	2.1.14	 	At the request of Party A, they shall appoint any persons designated by Party A
as 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 beneficial
interest in the equity interests in Party C held by Party B, or allow the
encumbrance thereon of any security interest, except for the pledge placed on these
equity interests in accordance with Party B’s Share Pledge Agreement;

	 
	 	2.2.2	 	Party B shall cause the shareholders’ meeting and/or the board of
directors of Party C not to approve the sale, transfer, mortgage or disposition in
any other manner of any legal or beneficial interest in the equity interests in
Party 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 these
equity interests in accordance with Party B’s Share Pledge Agreement;

	 
	 	2.2.3	 	Party B shall cause the shareholders’ meeting or the board of
directors of Party C not to approve the merger or consolidation with any person, or
the acquisition of or investment in any person, without the prior written consent
of Party A;

	 
	 	2.2.4	 	Party B shall immediately notify Party A of the occurrence or possible
occurrence of any litigation, arbitration or administrative proceedings relating to
the equity interests in Party C held by Party B;

	 
	 	2.2.5	 	Party B shall cause the shareholders’ meeting or the board of
directors of Party C to vote their approval of the transfer of the Optioned
Interests as set forth in this Agreement and to take any and all other actions that
may 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 or
appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all
claims;




 


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	 	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 and
unconditionally transfer its equity interests in Party C to Party A’s Designee(s)
in accordance with the Equity Interest Purchase Option under this Agreement, and
Party B hereby waives its right of first refusal to the respective share transfer
by the other existing shareholder of Party C (if any); and

	 
	 	2.2.9	 	Party B shall strictly abide by the provisions of this Agreement and
other contracts jointly or separately executed by and among Party B, Party C and
Party A, perform the obligations hereunder and thereunder, and refrain from any
action/omission that may affect the effectiveness and enforceability thereof. To
the extent that Party B has any remaining rights with respect to the equity
interests subject to this Agreement hereunder or under the Share Pledge Agreement
among the same parties hereto or under the Power of Attorney granted in favor of
Party A, Party B shall not exercise such rights except in accordance with the
written instructions of Party A.







	3.	 	Representations and Warranties

	 
	 	 	Party B and Party C hereby represent and warrant to Party A, jointly and severally, as of
the date of this Agreement and each date of transfer of the Optioned Interests, that:







	 	3.1	 	They have the authority to execute and deliver this Agreement and any share
transfer contracts to which they are parties concerning the Optioned Interests to be
transferred thereunder (each, a “Transfer Contract”), and to perform their obligations
under this Agreement and any Transfer Contracts. Party B and Party C agree to enter into
Transfer Contracts consistent with the terms of this Agreement upon Party A’s exercise of
the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which
they are parties constitute or will constitute their legal, valid and binding obligations
and shall be enforceable against them in accordance with the provisions thereof;




 


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	 	3.2	 	The execution and delivery of this Agreement or any Transfer Contracts and the
obligations under this Agreement or any Transfer Contracts shall not: (i) cause any
violation of any applicable laws of China; (ii) be inconsistent with the articles of
association, bylaws or other organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which
they are a party or which are binding on them, or constitute any breach under any
contracts or instruments to which they are a party or which are binding on them; (iv)
cause any violation of any condition for the grant 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 to any 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 he
holds. Except for Party B’s Share Pledge Agreement, Party B has not placed any security
interest on such equity interests;

	 
	 	3.4	 	Party C has a good and merchantable title to all of its assets, and has not placed
any security interest on the aforementioned assets;

	 
	 	3.5	 	Party C does not have any outstanding debts, except for (i) debt incurred in the
ordinary course of business; and (ii) debts disclosed to Party A for which Party A’s
written consent has been obtained.

	 
	 	3.6	 	Party C has complied with all laws and regulations of China applicable to asset
acquisitions; and

	 
	 	3.7	 	There are no pending or threatened litigation, arbitration or administrative
proceedings relating to the equity interests in Party C, assets of Party C or Party C.







	4.	 	Effective Date

	 
	 	 	This Agreement shall become effective upon the date hereof, and remain effective for a
term 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 termination
of this Agreement and the resolution of disputes hereunder shall be governed by the
formally published and publicly available laws of China. Matters not covered by formally
published and publicly available laws of China shall be governed by international legal
principles and practices.




 


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	 	5.2	 	Methods of Resolution of Disputes

	 
	 	 	 	In the event of any dispute with respect to the construction and performance of
this Agreement, the Parties shall first resolve the dispute through friendly
negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s request to the other Parties for
resolution of the dispute through negotiations, either Party may submit the relevant
dispute to the China International Economic and Trade Arbitration Commission for
arbitration, in accordance with its Arbitration Rules. The arbitration shall be
conducted in Beijing, and the language used in arbitration shall be Chinese. The
arbitration award shall be final and binding on all Parties.







	6.	 	Taxes and Fees

	 
	 	 	Each Party shall pay any and all transfer and registration tax, expenses and fees
incurred thereby or levied thereon in accordance with the laws of China in connection with the
preparation and execution of this Agreement and the Transfer Contracts, as well as the
consummation 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 to
this 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 Party
set forth below. A confirmation copy of each notice shall also be sent by email. The
dates on which notices shall be deemed to have been effectively given shall be determined
as follows:







	 	7.1.1	 	Notices given by personal delivery, by courier service or by registered
mail, postage prepaid, shall be deemed effectively given on the date of delivery or
refusal at the address specified for notices.

	 
	 	7.1.2	 	Notices given by facsimile transmission shall be deemed effectively
given on the date of successful transmission (as evidenced by an automatically
generated confirmation of transmission).







	 	7.2	 	For the purpose of notices, the addresses of the Parties are as follows:







	 	Party A:	 	Wei Mo San Yi (Tianjin) Science and Technology Co., Ltd.

	 
	 	Address: 	 	A3-158, 166 West No.3 Street, Airport Logistics Processing Area, Tianjin

	 
	 	Attn: 	 	Shanyou Li

	 
	 	Phone:	 	010-62361818


	 
	 	Facsimile:	 	010-62368882




 


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	 	Party B:	 	Ku6 (Beijing) Information Technology Co., Ltd.

	 	Address: 	 	Room A401, Changcheng Computer Building, Jia 38 Xueyuan Road, Haidian District,
Beijing

	 
	 	Attn: 	 	Shanyou Li

	 
	 	Phone: 	 	010-62361818

	 
	 	Facsimile: 	 	010-62368882

	 
	 	Party C:	 	Tianjin Ku6 Zheng Yuan Information Technology Co., Ltd.

	 
	 	Address: 	 	A3-273, 166 West No.3 Street, Airport Logistics Processing Area, Tianjin

	 
	 	Attn: 	 	Shanyou Li

	 
	 	Phone: 	 	010-62361818

	 
	 	Facsimile: 	 	010-62368882







	 	7.3	 	Any Party may at any time change its address for notices by a notice delivered to
the other Parties in accordance with the terms hereof.







	8.	 	Confidentiality

	 
	 	 	The Parties acknowledge that the existence and the terms of this Agreement and any oral
or written information exchanged between the Parties in connection with the preparation
and performance this Agreement are regarded as confidential information. Each Party shall
maintain confidentiality of all such confidential information, and without obtaining the
written consent of the other Party, it shall not disclose any relevant confidential
information to any third parties, except for the information that: (a) is or will be in
the public domain (other than through the receiving Party’s unauthorized disclosure); (b)
is under the obligation to be disclosed pursuant to the applicable laws or regulations,
rules of any stock exchange, or orders of the court or other government authorities; or
(c) is required to be disclosed by any Party to its shareholders, investors, legal
counsels or financial advisors regarding the transaction contemplated hereunder, provided
that such shareholders, investors, legal counsels or financial advisors shall be bound
by the confidentiality obligations similar to those set forth in this Section. Disclosure
of any confidential information by the staff members or agencies hired by any Party shall
be deemed disclosure of such confidential information by such Party, which Party shall be
held liable for breach of this Agreement. This Section shall survive the termination of
this Agreement for any reason.







	9.	 	Further Warranties

	 
	 	 	The Parties agree to promptly execute documents that are reasonably required for or are
conducive to the implementation of the provisions and purposes of this Agreement and take
further actions that are reasonably required for or are conducive to the implementation of the
provisions and purposes of this Agreement.




 


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	10.	 	Miscellaneous







	 	10.1	 	Amendment, change and supplement

	 
	 	 	 	Any amendment, change and supplement to this Agreement shall require the execution of
a written agreement by all of the Parties.

	 
	 	10.2	 	Entire agreement

	 
	 	 	 	Except for the amendments, supplements or changes in writing executed after the
execution of this Agreement, this Agreement shall constitute the entire agreement
reached by and among the Parties hereto with respect to the subject matter hereof, and
shall supercede all prior oral and written consultations, representations and
contracts reached with respect to the subject matter of this Agreement.

	 
	 	10.3	 	Headings

	 
	 	 	 	The headings of this Agreement are for convenience only, and shall not be used to
interpret, explain or otherwise affect the meanings of the provisions of this
Agreement.

	 
	 	10.4	 	Language

	 
	 	 	 	This Agreement is written in both Chinese and English language in three copies, each
Party having one copy with equal legal validity; in case there is any conflict between
the 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 be
invalid, illegal or unenforceable in any aspect in accordance with any laws or
regulations, the validity, legality or enforceability of the remaining provisions of
this Agreement shall not be affected or compromised in any respect. The Parties shall
strive in good faith to replace such invalid, illegal or unenforceable provisions with
effective provisions that accomplish to the greatest extent permitted by law and the
intentions of the Parties, and the economic effect of such effective provisions shall
be as close as possible to the economic effect of those invalid, illegal or
unenforceable provisions.

	 
	 	10.6	 	Successors 

	 
	 	 	 	This Agreement shall be binding on and shall inure to the interest of the respective
successors of the Parties and the permitted assigns of such Parties.




 


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	 	10.8	 	Survival







	 	10.8.1	 	Any obligations that occur or that are due as a result of this Agreement upon
the expiration or early termination of this Agreement shall survive the
expiration or early termination thereof.

	 
	 	10.8.2	 	The provisions of Sections 5, 7, 8 and this Section 10.8 shall survive the
termination of this Agreement.







	 	10.9	 	Waivers

	 
	 	 	 	Any Party may waive the terms and conditions of this Agreement, provided that such a
waiver must be provided in writing and shall require the signatures of the Parties. No
waiver by any Party in certain circumstances with respect to a breach by other Parties
shall operate as a waiver by such a Party with respect to any similar breach in other
circumstances.




 


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IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this
Exclusive Option Agreement as of the date first above written.



	 	 	 	 	 
	Party A: Wei Mo San Yi (Tianjin) Technology Co., Ltd.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 
	 	Name: Shanyou Li	 	 
	 
	 	Title: Legal Representative	 	 
	 
	 	 	 	 
	Party B: Ku6 (Beijing) Information Technology Co., Ltd.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 
	 	Name: Shanyou Li	 	 
	 
	 	Title: Legal Representative	 	 
	 
	 	 	 	 
	Party C: Tianjin Ku6 Zheng Yuan Information Technology Co., Ltd.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 
	 	Name: Shanyou Li	 	 
	 
	 	Title: Legal Representative