0001062993-14-000517 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • February 6th, 2014 • You on Demand Holdings, Inc. • Cable & other pay television services • New York

The Company has entered into a Series E Preferred Stock Purchase Agreement, dated as of January 31, 2014 (the “Purchase Agreement”), with C Media Limited (“C Media”) and certain other purchasers party thereto (the “Other Purchasers” and together with C Media, the “Purchasers”) pursuant to which the Company has agreed to sell and the Purchasers have agreed to purchase 14,285,714 shares of Series E Preferred Stock of the Company, par value $0.001 per share, for an aggregate purchase price of $19 million. The execution and delivery of this Agreement by the Executive and the Company is a condition precedent to the consummation of the transactions contemplated by the Purchase Agreement.

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SERIES E PREFERRED STOCK PURCHASE AGREEMENT BY AND AMONG YOU ON DEMAND HOLDINGS, INC., C MEDIA LIMITED, AS PURCHASER AND PURCHASER REPRESENTATIVE, and THE OTHER PURCHASERS NAMED ON THE SIGNATURE PAGES TO THIS AGREEMENT DATED AS OF JANUARY 31, 2014
Series E Preferred Stock Purchase Agreement • February 6th, 2014 • You on Demand Holdings, Inc. • Cable & other pay television services • New York

SERIES E PREFERRED STOCK PURCHASE AGREEMENT, dated as of January 31, 2014 (this “Agreement”), by and among YOU On Demand Holdings, Inc., a Nevada corporation (the “Company”), C Media Limited (the “Original Purchaser,” and for the purposes set forth in this Agreement, the “Purchaser Representative”) and the other Persons that are named on the signature pages to this Agreement under the heading “Other Purchasers” (the “Other Purchasers,” and, together with the Original Purchaser, the “Purchasers”).

YOU ON DEMAND HOLDINGS, INC. AMENDMENT NO. 4 TO CONVERTIBLE PROMISSORY NOTE
You on Demand Holdings, Inc. • February 6th, 2014 • Cable & other pay television services • New York

This AMENDMENT NO. 4 TO CONVERTIBLE PROMISSORY NOTE (the “Amendment”), effective as of January 31, 2014 (the “Effective Date”), is by and among YOU ON DEMAND HOLDINGS, INC., a Nevada corporation (the “Company”), and SHANE MCMAHON (the “Payee”).

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