Ku6 Media (KUTV) 20-F 2010 FY Annual report (foreign)

Exhibit 4.1

CONFIDENTIAL

Equity Transfer Agreement

Between

Hurray! Digital Media Technology Co., Ltd.)

And

Huayi Brothers Media Corporation)

Relating to Equity Interest in

Beijing Huayi Brothers Music Co., Ltd.

Dated on

May 17, 2010

EQUITY TRANSFER AGREEMENT

This Equity Transfer Agreement(the “Agreement”) is made on May 17, 2010 in Beijing by and between:

Party A (Transferor): Hurray! Digital Media Technology Co., Ltd. with its address at 11^th floor of China Railway Construction Mansion, No 20 of Shijingshan Road, Shijinshan District of Beijing.

Party B (Transferee): Huayi Brothers Media Corporation ) with its address at 9th floor of Tower A of Fenglian Plaza, No 18 of Chaowai Street, Chaoyang District of Beijing.

WHEREAS:

1. (Beijing Huayi Brothers Music Co., Ltd.) ( “Huayi Music”) is a limited liability company incorporated and duly existing under the laws of the People’s Republic of China and its total registered capital is RMB5, 969,388, among of which, Party A contributes RMB3, 044,387.9 and thus owns 51% equity interest inHuayi Music; (Beijing Brothers ShengShi Enterprise Management Co., Ltd.) contributes RMB2,089,285.8 and thus owns 35% equity interest inHuayi Music; (Beijing QiXinWeiYe Culture Development Co., Ltd) contributes RMB835,714.3 and thus owns 14% equity interest inHuayi Music.As of the execution date of thisAgreement, Party A is entitled to enjoy all rights as a shareholder ofHuayi Musicbased on its contributions toHuayi Music.

2. (Huayi Brothers Music Broker Co., Ltd.) (“Huayi Music Broker”) is a wholly owned subsidiary ofHuayi Music, andHuayi Musicowns 100% equity interest inHuayi Music Broker. The legal representative ofHuayi Music Brokeris Mr. Wu, Feng.

3. Party B is a limited liability company incorporated and duly existing under the laws of the People’s Republic of China. Party A intends to assign to, and Party B intends to acquire Party A’s 51% equity interest inHuayi Music.

After friendly consultation and in accordance with relevant laws and regulations as well as under the principles of equality and mutual benefits and honesty and credit, the parties to thisAgreementagree to conclude the agreement as follows in terms of transferring equity interest inHuayi Music:

Article One Assignment

1. According to thisAgreement, Party A agrees to assign to Party B, and Party B agrees to acquire Party A’s 51% equity interest inHuayi Musicalong with all the rights in relation to such equity interest (the “Transferred Equity”).

2. As of the date when Party B pays to Party A thePurchase Pricein accordance with Article 2 hereof, Party B shall enjoy all rights and take all obligations in term of theTransferred Equity, and Party A shall cease to enjoy any right or take any obligation relating to theTransferred Equity.

1

3. The parties to thisAgreementagree to go through all the procedures of theTransferred Equityin accordance with the provisions and time limit of thisAgreement, including but not limited to: change of registration with the registration authority etc. In order to facilitate such procedures, the parties to thisAgreementfurther agree to sign the relevant documents relating to theTransferred Equity(including without limitation the standard share transfer agreement as required by the registration authority, shareholders’ resolutions, board resolutions and other documents as required by the registration authority ( if any) when proceeding with the change registration with the registration authority, and also agree to provide relevant materials and information (collectively “Documents”). TheDocumentswill be the appendices of thisAgreementand take into effect upon execution. TheDocumentshave the same legal force with thisAgreement.

4. Both Party A and Party B agree that the standard share transfer agreement as required by the registration authority is only used for filing with the registration authority, if there is any discrepancy between such standard share transfer agreement and thisAgreement, then thisAgreementshall prevail.

5. The parties to thisAgreementagree that theTransferred Equitywill not have effect on the fact thatHuayi Musicowns 100% equity interest inHuayi Music Broker. The parties to thisAgreementagree to simultaneously sign registration documents to be submitted to the registration authority in terms of changes ofHuayi Music Brokerincurred by thisTransferred Equitywhen signing theDocumentsas stipulated under Article 2 of thisAgreement.

Article Two Purchase Price and Payment

The parties to thisAgreementagree that the purchase price for theTransferred Equityis RMB 34,450,172.00 (“Purchase Price”). Party B shall pay thePurchase Priceto Party A within five (5) days in one lump sum from the effective date of thisAgreement.

Article Three Effective Date

1. ThisAgreementtakes into effect upon the signature and sealing date by each party to thisAgreement.

2. Each party to thisAgreementagrees that, as of the execution date of thisAgreement, Party A shall sign and provide Party B the following documents:

(1) TheTransferred Equityas contemplated under thisAgreementis approved by the shareholders ofHuayi Music;

(2) TheDocumentsas required for handling change of registration with the registration authority under item 3 of Article 1 of thisAgreementare signed by each party or its duly authorized representative, and all the legal documents as required for validating thisTransferred Equityhave been obtained legally.

(3) The documents which may affect change of registration ofHuayi Music Brokerincurred by theTransferred Equityunder the item 4 of Article 1 of thisAgreementare signed by each party or its duly authorized representative, and all the legal documents as required for handling change of registration with the registration authority have been obtained legally.

2

Article Four Change of Registration with the Registration Authority

1. Huayi MusicandHuayi Music Brokershall, within 15 days of the execution date of thisAgreement,complete the change of registration with the relevant registration authority. Party A and Party B shall assistHuayi MusicandHuayi Music Brokerto finish such change of registration procedures.

Changes of registration items forHuayi Musicinclude:

(1) Upon completion of the change of registration for theTransferred Equity, Party A shall cease to be the shareholder ofHuayi Music, and Party B shall own 51% equity interest in the total registered capital ofHuayi music.

(2) Upon completion of the change of registration for directors, the original board members, (Guo, xiaoqing),(Wu, feng) and (Pang, xiaomei) who are appointed by Party A shall not continue to take the directors positions inHuayi Musicand thus shall submit their formal resignation reports.

(3) Upon completion of the change of registration for the legal representative, the original legal representative, Mr. Wu, Feng shall not continue to take the legal representative position and thus shall submit his formal resignation report.

(4) Upon completion of the change of registration for the supervisors, the supervisors originally appointed by Party A shall not continue to take the supervisors positions and thus shall submit their formal resignation reports.

(5) The Articles of Association shall be amended in accordance with Party B’s requirements, and the relevant change of registration shall be completed.

Changes of registration items forHuayi Music Brokerinclude:

(1) Upon completion of the change of registration for theTransferred Equity,the shareholder shall be changed from Party A to Party B.

(2) Upon completion of the change of registration for directors, the original board members ofHuayi Music, (Guo, xiaoqing),(Wu, feng) and (Pang, xiaomei) who are appointed by Party A shall not continue to take the directors positions inHuayi Musicand thus shall submit their formal resignation reports respectively.

(3) Upon completion of the change of registration for the legal representative, the original legal representative, Mr. Wu, Feng shall not continue to take the legal representative position and thus shall submit his formal resignation report.

3

(4) Upon completion of the change of registration for the supervisors, the supervisors originally appointed by Party A shall not continue to take the supervisors positions and thus shall submit their formal resignation reports.

(5) The Articles of Association shall be amended in accordance with Party B’s requirements, and the relevant change of registration shall be completed.

2. Huayi Musicis responsible for the change of registration with the registration authority, and the relevant expenses and costs shall be borne at its own cost. After receiving the notice issued by the registration authority in terms of the completion of theTransferred Equity(namely the date when the registration authority issues the new business license toHuayi MusicandHuayi Music Broker),Huayi Musicwill serve a written notice to Party A and Party B, until then the change of registration with the registration authority mentioned in this Article will be deemed as formally completed.

Article Five Party A’s Representations and Warranties

1. Party A’s subscribed contributions have been fully contributed on time in accordance with the shareholding percentage, and thus Party A has obtained the equity interest accordingly.

2. Party A has all necessary rights, power and abilities to sign and perform all the liabilities and obligations under thisAgreement, in addition, Party A has obtained all the approvals and/or authorizations to sign and perform thisAgreement. ThisAgreementwill be legally binding on Party A upon execution.

3. Party A legally owns theTransferred Equityand has the full capacity for civil right and civil conduct to assign theTransferred Equity. Party A has obtained all necessary approvals.

4. The execution and performance of thisAgreementby Party A do not violate any laws or any legal document such as Articles of Association, contracts or agreements etc. or any governmental permit or approval which may be binding on Party A.

5. Party A warranties thatTransferred Equityunder thisAgreementis in a complete status, and theTransferred Equityis clear of any pledges, preemptive rights or any other types of claims from any third parties, and theTransferred Equitydoes not have, no matter currently or in future, any contrary content to the rights and interests included in thisEquity Transfer.

6. Party A will, in accordance with the Articles 3 and 4 of thisAgreementto provide the relevant documents with Party B, and will assistHuayi MusicandHuayi Music Brokerto complete all the change of registration procedures in terms of theTransferred Equitywith the registration authority.

4

Article Six Party B’s Representations and Warranties

1. Party B has all rights to proceed with the purchase of Party A’s equity interest under thisAgreement, and Party B has obtained all the approvals and/or authorizations to sign and perform thisAgreement.

2. The execution and performance of thisAgreementby Party B, at no time, violate any laws or any legal document such as Articles of Association, contracts or agreements etc. or any governmental permit or approval which may be binding on Party B.

3. Party B will strictly abide by the provisions under thisAgreementand perform the obligations as stipulated under Article 2 of thisAgreement.

Article Seven Confidentiality

Unless otherwise expressly required or provided by Chinese relevant laws and regulations or articles of association, or other applicable Chinese laws and regulations, each party shall not, without the previous written consent of the other party, before the completion of theTransferred Equityunder thisAgreement, disclose the relevant contents of thisAgreementto any third party other than the parties involved in thisTransferred Equity. However, the disclosure to the affiliates or professionals engaged by the parties to thisAgreementshall be exempted from this confidentiality requirement.

Article Eight Matters not Covered and Amendments

1. The matters not covered in thisAgreementcan be further discussed by each party and made as supplementary agreements in writing which will be an integral party of thisAgreement.

2. Any amendment to thisAgreementshall be made in writing and signed by each party to thisAgreement. The amendments and newly added contents shall be deemed as integral parts of thisAgreement.

Article Nine Default

1. A default will be constituted if any party to thisAgreementhas any of the following:

(1)	does not perform any obligations under thisAgreement;
(2)	violates any representations or warranties under thisAgreement;
(3)	the representations and warranties made under thisAgreementdisagree with the facts.

2. In case of occurrence of any of the above mentioned, the non-defaulting party has the right to require the defaulting party to make corrections within ten working days; if the defaulting party fails to do so, then the non-defaulting party has the right to serve a written notice to rescind thisAgreementand claim indemnities against the defaulting party.

5

3. Both parties to thisAgreementwarrant to each other, without prejudice to any party’s claim right of indemnities incurred by any party’s violation of its own representations, warranties or obligations under thisAgreement, the defaulting party shall, at the request of non-defaulting party, compensate non —defaulting party the following:

(1) A certain amount of money which can make each party to restore to the situation as there were no occurrence of default;

(2) Expenses and costs paid by non-defaulting party, directly or indirectly, which are incurred by the default of the defaulting party, (including but not limited to the reasonable litigation, arbitration / or attorney fees paid by the non-defaulting party).

4. Unless otherwise provided by thisAgreement, if Party B fails to pay thePurchase Priceto party A in accordance with the time limit under thisAgreement, then a default is constituted. Party B shall, from the defaulting date to the date when thePurchase Priceis paid off, pay liquidated damages to Party A. The amount of the liquidated damages shall be the total overdue payment amount multiplies 0.05% and then multiplies the late payment days.

Article Ten Settlement of Disputes

1. Any disputes arising from or in relation to thisAgreementshall be settled through amicably negotiation by each party.

2. Should no settlement be reached through negotiation within 30 days after the occurrence of the dispute, the dispute shall then be submitted to China International Economic and Trade Arbitration Commission for arbitration in accordance with its then applicable rules. The arbitration award shall be final and binding on the parties. The arbitration venue is Beijing, China.

3. In accordance with the relevant laws, if any provision of thisAgreementis null and void, the validity and enforceability of the other provisions of thisAgreementshall not be affected.

Article Eleven Governing Law

The conclusion, validity, interpretation, enforcement and the disputes resolution of thisAgreement shall be governed by the relevant laws of mainland China.

Article Twelve Rights under this Agreement

Without previous written consent of the other party to thisAgreement, any party shall not assign its rights or obligations under thisAgreement. This requirement also applies to the successors or approved transferees of each party to thisAgreement.

Article Thirteen Force Majeure

1. Force majeure shall refer to the events which are unforeseen or unavoidable or beyond the reasonable control of the parties to thisAgreementand such events may prevent, affect, or delay the performance, in whole or part, of the obligations of each party in accordance with thisAgreement. Such events include but not limited to: earthquake, storm, flood, fire or other acts of nature, war, riot, strike or any other similar events. Both parties agree that no performance of each party incurred by force majeure will not be deemed as the default as stipulated in item 1 of Article 9, thus no compensation liabilities will occur accordingly.

6

2. In case of occurrence of force majeure, the affected party shall immediately notify the other party the occurrence of force majeure, and shall provide, within 15 days, supporting documents explaining the details of the relevant events and the reasons of failure of performance in whole or in part, or delay of performance of thisAgreement, and then both parties shall negotiate whether to delay or terminate the performance of thisAgreement.

Article Fourteen Entire Agreement

ThisAgreementconstitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior written and oral representations, warranties, understandings and agreements between them with respect to the subject matter hereof. Both parties agree and confirm that any representation or warranty not provided in thisAgreementshall not constitute the basis of thisAgreement, thus which shall not be taken as the basis to determine the rights and obligations of each party or interpret the provisions of thisAgreement.

Article Fifteen Notice

All the notices under thisAgreementshall be made in writing in Chinese, and delivered by registered mail, facsimile or other electronic communications. A notice is deemed to be delivered upon delivery at the following addresses of the recipients. In case of delivery by registered mail, then the date specified in the return receipt of the mail shall be deemed as the delivery date. In case of delivery by facsimile, receiving of the confirmation information sent by the fax machine will be deemed as delivery.

Party A:	(Hurray! Digital Media Technology Co., Ltd.)
Address:	11th floor of China Railway Construction Mansion, No 20 of Shijingshan Road, Shijinshan District of Beijing.
Post Code:	100131
Telephone:	8610-8869.5000
Fax:	8610-8869.5100
Party B:	(Huayi Brothers Media Corporation )
Address:	9th floor of Tower A of Fenglian Plaza, No 18 of Chaowai Street, Chaoyang District of Beijing.
Post Code:	100020
Telphone:	65885888
Fax:	65881512

Article Sixteen Counterparts

ThisAgreementis made in Chinese. ThisAgreementis signed in six originals, and each party holds one original, and the others are used for filing with the registration authority in terms of the change of registration. Each original is equally binding.

7

Article Seventeen Supplementary Agreements or Appendices

Upon unanimous agreement of each party through consultation and valid execution, any supplementary agreement or amendment to thisAgreementshall be the appendix of thisAgreementwhich shall be an integral part of thisAgreement.

Article Eighteen Severability

If any one or more of the provisions of thisAgreementshall be deemed as invalid, illegal or unenforceable under any applicable law, then the legality, validity and enforceability of the other provisions of thisAgreementshall not be affected or impaired.

(The following is intentionally left blank)

8

(Signature Page)

IN WITNESS WHEREOF, the parties of this Agreement have caused this Agreement to be executed as of the date first written above.

Party A: (Hurray! Digital Media Technology Co., Ltd.)

Party B: (Huayi Brothers Media Corporation)

9